Contract analysis

Section 1. Recitals and Introductory Certification This Borrower's Certificate — Pro Forma Compliance (this "Certificate") is delivered by Nexford Industrial Holdings Inc. (the "Borrower"), a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Employer Identification Number: 36-4178552), t

Section 2. Description of the Transaction The proceeds of the Term Loans, together with existing cash on the balance sheet of the Borrower, will be applied on the Closing Date to consummate the transactions described below (collectively, the "Transactions"): (a) Refinancing of the Existing First Lien Term Loan. The Borrower will use a portion of the Term Loan proceeds to repay in full all outstanding obligations unde

Section 3. Pro Forma Financial Data The following pro forma financial data has been prepared by the Borrower for purposes of demonstrating compliance with the financial covenant and related conditions precedent set forth in the Credit Agreement, after giving pro forma effect to the Transactions as if they had occurred on the first day of the applicable measurement period (for income statement items) or the Closing Da

Section 4. Pro Forma Leverage Ratio Calculations 4(a). First Lien Net Leverage Ratio The Borrower's pro forma First Lien Net Leverage Ratio, calculated in accordance with the Credit Agreement, is as follows: The Pro Forma First Lien Net Leverage Ratio of approximately 3.38 to 1.00 is below the maximum First Lien Net Leverage Ratio of 5.00 to 1.00 as set forth in Section 7.11 (Financial Covenant) of the Credit Agreeme

Section 5. Compliance Certification The undersigned hereby certifies, on behalf of the Borrower, 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 all outstanding obligations under the Existing Credit Agreement, the termination of all commitments under the Existing Credit Agreement, the distribution of approxim

Section 6. Additional Pro Forma Metrics (For Informational Purposes) The following additional metrics are provided for informational purposes only and do not constitute certifications required under the Credit Agreement. These metrics are intended to provide the Administrative Agent and the Lenders with supplemental information regarding the Borrower's pro forma financial profile: Based on the foregoing, the Borrower

Section 7. Assumptions and Qualifications The calculations and certifications set forth in this Certificate are subject to the following assumptions and qualifications: (a) All calculations herein are made on a pro forma basis giving effect to the Transactions as if they had occurred on the first day of the LTM Period (with respect to income statement items, including Adjusted EBITDA and its components) or the Closin

Section 8. Execution IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025. NEXFORD INDUSTRIAL HOLDINGS INC. By: ________ Name: Michelle Kaplan Title: Chief Financial Officer Date: March 28, 2025 EXHIBIT A Pro Forma Leverage Ratio Calculation Worksheet The following worksheet sets forth the calculation of the pro forma leverage ratios of the Borrower after giving effect to the Transac