Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to confirm, in advance of the target closing date of March 28, 2025, that the following conditions precedent to the closing of the Nexford Industrial Holdings Inc. senior secured Term Loan B facility have been satisfied with respect to good standing and lien status: (i) Bring-down good standing certificates have been obtained for all Loan Parties from

II. Background and Reference Documents Transaction Overview The transaction involves a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") to be made available to Nexford Industrial Holdings Inc. pursuant to the Credit Agreement. The proceeds of the Term Loan B will be applied as follows: (a) Refinancing of Existing Indebtedness. Approximately $879,375,000 will be used to refinanc

1. Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent (execution version, circulated March 26, 2025).

2. Guarantee and Collateral Agreement dated as of March 28, 2025, among the Loan Parties and Crescent Harbor Bank, N.A. as Collateral Agent (execution version).

3. C&H Memorandum — UCC Search Results Summary (All Filing Jurisdictions), dated February 18, 2025 (the "Initial Lien Search Memorandum"), summarizing the results of the initial UCC, federal tax lien, and judgment lien searches conducted February 14–18, 2025.

4. C&H Memorandum — Intellectual Property Lien Search Results (USPTO and U.S. Copyright Office), dated February 19, 2025 (the "IP Lien Search Memorandum").

5. C&H Memorandum — Litigation and Contingent Liability Review, dated February 26, 2025.

6. Initial good standing certificates compiled and indexed at the commencement of due diligence (February 2025), maintained in the matter files.

7. Lien Release Authorization Letter from Atlas Meridian Bank, N.A., dated March 27, 2025.

8. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens (prepared by C&H, March 2025).

9. UCC-1 Financing Statement forms prepared for filing on behalf of Crescent Harbor Bank, N.A. as Secured Party (prepared by C&H, March 2025). As noted above, the Credit Agreement requires that good standing certificates for each Loan Party be dated within five (5) business days of the closing date, which for a March 28, 2025 closing means certificates must be dated no earlier than March 21, 2025.

III. Loan Parties — Complete Listing Set forth below is a complete listing of each Loan Party, together with its entity type, jurisdiction of organization, file number (where applicable), registered agent address, principal business address, and role in the transaction. A total of twelve (12) Loan Parties are party to the Credit Agreement, consisting of one (1) Borrower, one (1) Holdings Guarantor, and ten (10) Subsi

IV. Bring-Down Good Standing Certificates A. Requirement Under the Credit Agreement

Section 4.01(d) of the Credit Agreement requires, as a condition precedent to closing, the delivery of a certificate of good standing (or certificate of existence, certificate of subsistence, certificate of fact — status, or equivalent certificate, as applicable under the laws of the relevant jurisdiction) for each Loan Party, issued by the Secretary of State or equivalent governmental authority of such Loan Party's

V. Updated Lien Search Results A. Scope and Methodology In accordance with customary practice for leveraged finance transactions and to satisfy the conditions precedent under the Credit Agreement, Calderwood & Harkness ordered updated (bring-down) lien searches for each of the twelve (12) Loan Parties. The scope of the bring-down searches was consistent with the initial lien searches conducted in February 2025 and su

VI. Atlas Meridian Bank Filings — Termination Plan All existing UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party against each of the Loan Parties will be terminated by UCC-3 Termination Statements to be filed on March 31, 2025 (the first business day following the closing date weekend), in the following filing jurisdictions: (a) Delaware Secretary of State — covering Nexford Ind

VII. New UCC-1 Filings — Confirmation of Readiness Calderwood & Harkness has prepared UCC-1 Financing Statements for filing on the closing date of March 28, 2025, in connection with the perfection of the security interests granted by each Loan Party under the Guarantee and Collateral Agreement. The new UCC-1 filings will cover the following Loan Parties in the following filing jurisdictions: Each UCC-1 Financing Stat

VIII. Conclusion and Recommendation Based on the foregoing review, Calderwood & Harkness confirms the following:

1. Good Standing Certificates. All bring-down good standing certificates (or equivalent certificates, as applicable) have been obtained for each of the twelve (12) Loan Parties from the Secretary of State or equivalent governmental authority of each Loan Party's jurisdiction of organization. All certificates are dated between March 24 and March 25, 2025, within the five (5) business day window required by Section 4.0

2. UCC Lien Searches. Updated UCC lien searches have been completed across all six (6) relevant filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan). No intervening liens, security interests, or encumbrances have been filed against any Loan Party since the initial search date of February 14–18, 2025, other than the existing UCC-1 financing statements in favor of Atlas Meridian

3. Federal Tax Liens. No federal tax liens of record have been found against any Loan Party in any jurisdiction searched.

4. Judgment Liens. No judgments of record have been found against any Loan Party in any state or federal court jurisdiction searched. 5. intellectual Property Liens. No adverse intellectual property lien filings have been identified at the USPTO or U.S. Copyright Office since the initial IP lien search date.

6. Termination of Atlas Meridian Liens. Atlas Meridian Bank, N.A. has provided a Lien Release Authorization Letter dated March 27, 2025, authorizing the release and termination of all liens upon receipt of the payoff amount at closing. UCC-3 Termination Statements have been pre-prepared and will be filed on March 31, 2025.

7. New Crescent Harbor Filings. UCC-1 Financing Statements naming Crescent Harbor Bank, N.A. as Secured Party have been prepared and will be filed in all applicable jurisdictions on the closing date. Accordingly, the conditions precedent under the Credit Agreement relating to good standing certificates and lien status are satisfied, and we recommend proceeding to closing on March 28, 2025, as scheduled. Copies of all

IX. Attachments / Exhibits The following exhibits are attached to this memorandum or maintained on file as indicated: Exhibit A: Schedule of Bring-Down Good Standing Certificates Listing each Loan Party, jurisdiction of organization, issuing authority, certificate date, and certificate reference number. All certificates are compiled and indexed for inclusion in the closing binder. Exhibit B: Schedule of Updated UCC S