Contract analysis

Section 1. Identification of Certifying Officer The undersigned, Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), hereby certifies, in her capacity as an officer of the Borrower and not in her individual capacity, on behalf of the Borrower, in connection with the initial borrowing u

Section 2. Transaction Description The undersigned certifies that the Transactions being consummated on the Closing Date include the making of Term Loans under the Credit Agreement in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility"). The proceeds of the Term Loan B Facility will be used as follows: (a) to refinance in full all outstanding indebted

Section 3. Conditions Precedent — Certification of Satisfaction The undersigned hereby certifies that, as of the Closing Date and after giving effect to the initial borrowing and the application of proceeds therefrom, each of the conditions precedent set forth in Section 4.01 (Conditions Precedent to Initial Borrowing) of the Credit Agreement has been satisfied (or waived by the Administrative Agent or the Required L

Section 4. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of the Borrower and each other Loan Party set forth in Article III (Representations and Warranties) of the Credit Agreement and in each other Loan Document is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material

Section 5. No Default or Event of Default The undersigned hereby certifies that, as of the Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, nor will any Default or Event of Default result from the initial borrowing under the Credit Agreement or the consummation of any of the Transactions contemplated by the Credit Agreement, including the applicati

Section 6. No Material Adverse Effect The undersigned hereby certifies that, since December 31, 2024 (being the date of the most recent audited consolidated financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent), no event, circumstance, change, development, or condition has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Mate

Section 7. Pro Forma Compliance with Financial Covenants The undersigned hereby certifies that, after giving pro forma effect to the Transactions (including the incurrence of $1,400,000,000 of Term Loans under the Credit Agreement, the repayment of $879,375,000 of existing first lien indebtedness under the Existing Credit Agreement, the payment of the approximately $335,000,000 dividend to the Holdings Guarantor, and

Section 8. Use of Proceeds Certification The undersigned hereby certifies that the proceeds of the Term Loans will be applied on the Closing Date solely as follows and as set forth in the Funds Flow Memorandum dated March 27, 2025 (Execution Version): The undersigned further certifies that no portion of the proceeds of the Term Loans will be used, directly or indirectly, (a) in violation of any applicable Sanctions (

Section 9. Post-Closing Matters The undersigned acknowledges that certain conditions and deliverables are subject to post-closing delivery obligations as set forth in Section 5.14 (Post-Closing Obligations) of the Credit Agreement. Without limiting the generality of the foregoing, the Borrower acknowledges the following post-closing obligations: (a) Recorded Mortgages and Lender's Title Insurance Policies. The Borrow

Section 10. Schedules Attached The following Schedules are attached hereto and incorporated herein by reference: Schedule 1: List of Guarantors (including the Holdings Guarantor and the eleven (11) Subsidiary Guarantors, listed by full legal name, entity type, and jurisdiction of organization) Schedule 2: Sources and Uses of Funds (reconciling to total sources of $1,400,000,000) Schedule 3: Pro Forma Leverage Calcula

I. First Lien Net Leverage Ratio:

II. Total Net Leverage Ratio (Informational):

III. LTM Adjusted EBITDA Build-Up: Debtor | Filing Jurisdiction Nexford Industrial Holdings Inc. | Delaware Secretary of State Granite Peak NIH Holdings, LLC | Delaware Secretary of State Nexford Precision Components, Inc. | Delaware Secretary of State Nexford Engineered Systems, LLC | Delaware Secretary of State Nexford Coatings & Surface Technologies, Inc. | Delaware Secretary of State Nexford Properties, LLC | Del