Contract analysis

Section 1. Recitals and Background The undersigned, Michelle Kaplan, is the duly appointed and acting Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"). The undersigned delivers this Certificate in her capacity as Chief Financial Officer of the Borrower, and not in any individual or personal capacity. The Borrower

Section 2. Definitions For purposes of this Certificate, the following terms shall have the meanings set forth below: "Fair Value" means the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries on a consolidated basis would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable kno

Section 3. Basis for Certification In arriving at the certifications set forth in Section 4 of this Certificate, the undersigned has reviewed and is familiar with the following information, documents, and financial data: (a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2024, including the consolidated

Section 4. Solvency Certifications Based upon the foregoing review and analysis, and subject to the assumptions and qualifications set forth in Section 5 of this Certificate, the undersigned hereby certifies as follows: (a) Fair Value Exceeds Stated Liabilities After giving pro forma effect to the Transactions (including, without limitation, the incurrence of $1,400,000,000 of Indebtedness under the Term Loan B facil

Section 5. Assumptions and Qualifications The certifications set forth in Section 4 of this Certificate are subject to the following assumptions and qualifications: (a) Capacity. The certifications set forth herein are being made solely in the capacity of the undersigned as Chief Financial Officer of the Borrower and not in any personal or individual capacity. The undersigned shall have no personal liability with res

Section 6. Governing Law This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law). [Signature Page Follows] [Signature Page to Solvency Certificate] IN WITNESS W