Contract analysis

1. Review and negotiation of the credit agreement, security and collateral documents (guarantee agreement, security agreement, pledge agreements, IP security agreement), and the intercreditor agreement with Whitfield & Gage.

2. Due diligence coordination. We issued our due diligence request list to Nexford on February 4, 2025, and are working with Priya Mehta (VP, Treasury & Corporate Finance) on document collection.

3. Preparation and delivery of borrower-side legal opinions, including Calderwood & Harkness New York law opinions and coordination with Hargrove & Whitmore LLP (Illinois local counsel) and Briarcliff Legal Group PA (Delaware local counsel) for local law opinions.

4. UCC filings, lien searches, and collateral perfection mechanics across all filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan).

5. Closing mechanics, funds flow memorandum, officer's certificates, and the closing agenda.

6. Real property collateral matters, including mortgages, title insurance (Landmark Title Assurance Company), environmental review coordination (Clearwater Environmental Sciences, Inc.), and appraisals (Greystone Valuation Services, Inc.).

7. Tax analysis. Sylvia Hartwell in our tax group is handling the dividend recapitalization tax structuring, Section 163(j) interest deduction limitation analysis, and withholding/FATCA matters. *Kellner Brandt & Associates (Sponsor's Counsel)* — Patricia, we understand your anticipated scope to include the following, and would appreciate your confirmation:

1. Review and comment on the credit agreement, guarantee agreement, and security documents from the sponsor's perspective, particularly as they relate to Granite Peak NIH Holdings, LLC (the Holdings guarantor and direct parent of Nexford) and the equity pledge.

2. Sponsor-side governance matters, including the Holdings LLC agreement and any consent or approval requirements at the fund level (Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP).

3. Analysis of restricted payment and dividend mechanics under both the new credit agreement and the existing Senior Unsecured Notes Indenture (dated November 8, 2021; Pinnacle Trust Company, as trustee) to confirm that the approximately $335,000,000 dividend to Holdings is permitted under applicable baskets and conditions.

4. Change of control provisions — ensuring that Granite Peak permission carve-outs and related transfer provisions are appropriately drafted.

5. Any Granite Peak-specific side letters, management agreements, monitoring fee arrangements, or related-party arrangements that need to be disclosed, carved out, or otherwise addressed in the credit documentation. Please let us know if this accurately reflects your anticipated scope or if there are additional areas Kellner Brandt intends to cover. **Key Workstreams and Upcoming Milestones** For Ryan's and Patricia'