Contract analysis

Section 1. Identification of Certifying Officer The undersigned, Michelle Kaplan, hereby certifies that she is the duly elected, qualified, and acting 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"). The undersigned has held the office of Chief Financial Officer of the Borrower continuously since Ja

Section 2. Certification Regarding Representations and Warranties The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions (including the initial borrowing under the Term Loan B in the aggregate principal amount of $1,400,000,000, the application of proceeds thereof as described in Section 4 below, and the consummation of the other transactions contemplate

Section 3. Certification Regarding No Default or Event of Default The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions, including, without limitation: (a) the initial borrowing under the Term Loan B facility in the aggregate principal amount of $1,400,000,000; (b) the repayment in full of the existing first lien term loan under the Existing Credit Agre

Section 4. Certification Regarding Use of Proceeds The undersigned hereby certifies that the proceeds of the Term Loans borrowed on the date hereof will be applied solely as follows: The undersigned further certifies that no part of the proceeds of any Term Loan will be used, directly or indirectly: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything

Section 5. Certification Regarding Pro Forma Compliance The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the Transactions (including the initial borrowing under the Term Loan B, the application of proceeds thereof as described in Section 4 above, and the consummation of the other transactions contemplated by the Credit Agreement): (a) Pro Forma First Lien Net Leverage

Section 6. Certification Regarding Material Adverse Effect The undersigned hereby certifies that, since December 31, 2024 (the date of the most recent audited consolidated financial statements of the Borrower and its Subsidiaries), there has been no event, change, circumstance, condition, effect, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Mate

Section 7. Certification Regarding Insurance The undersigned hereby certifies that the Borrower and its Subsidiaries maintain insurance with financially sound and reputable insurance companies that are not Affiliates of the Borrower (except to the extent permitted by the Credit Agreement), in such amounts, with such deductibles, and covering such risks as are customarily carried by companies of established repute eng

Section 8. Reliance; No Personal Liability This Certificate is being delivered to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders, in satisfaction of the conditions precedent to the initial borrowing on the Closing Date set forth in Section 4.01 of the Credit Agreement. The Admini