Contract analysis

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, with offices at 320 Federal Street, Boston, Massachusetts 02110, together with its successors and assigns in such capacity. "Agreement" means this Borrow

Section 1.02 Interpretation; Credit Agreement Definitions. (a) Unless otherwise defined herein, all capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Agreement, mutatis mutandis, as if fully set forth herein. (b) References herein t

ARTICLE II PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Grant of Pledge and Security Interest. As collateral security for the prompt and complete payment and performance of all Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien on all of the Pledgor's right, title, and interest in, to, and under the following property

Section 2.02 Security for Obligations. The pledge and security interest granted hereunder secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, as defined in the Credit Agreement, including, without limitation, all principal, interest (including post-petition interest whether or not allowed as a claim in any bankruptcy or insol

Section 2.03 Delivery of Pledged Equity Interests. (a) Certificated Securities. To the extent that any Pledged Equity Interests are represented by certificates, the Pledgor shall deliver to the Collateral Agent, on or before the Closing Date (or, in the case of Pledged Equity Interests that are subject to a post-closing delivery obligation, within the time periods specified in Schedule 6.14 to the Credit Agreement, w

Section 2.04 After-Acquired Pledged Equity Interests. If the Pledgor shall at any time after the date hereof acquire, create, form, or otherwise come to own equity interests in any additional direct domestic subsidiary (whether by formation, acquisition, merger, conversion, or otherwise), all such equity interests shall automatically be subject to the pledge and security interest created hereunder without any further

ARTICLE III REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the Closing Date, as follows:

Section 3.01 Organization and Good Standing of Pledgor. The Pledgor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

Section 3.02 Authorization; No Conflicts. (a) The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary corporate action on the part of the Pledgor, including resolutions of the Board of Directors of the Pledgor adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents, including this Agreement, and no other corpo

Section 3.03 Ownership of Pledged Equity Interests. (a) The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of all of the issued and outstanding equity interests in each Pledged Subsidiary listed on Schedule I hereto, free and clear of all liens, claims, encumbrances, charges, options, warrants, rights of first refusal, and security interests of any kind whatsoever, other than (i) the li

Section 3.04 Description of Pledged Equity Interests. The equity interests pledged hereunder are completely and accurately described on Schedule I hereto, including the name of each Pledged Subsidiary, its jurisdiction of organization, entity type, the class and number (or percentage) of equity interests pledged, certificate number(s) (if certificated), and the percentage of outstanding equity interests pledged. All

Section 3.05 Perfection. (a) Upon (i) delivery to the Collateral Agent of all certificates representing certificated Pledged Equity Interests, together with duly executed undated stock powers or instruments of transfer endorsed in blank, (ii) the filing of UCC-1 financing statements in the applicable jurisdictions, and (iii) the registration of the pledge on the books and records of the issuers for uncertificated Ple

Section 3.06 Enforceability. This Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, or other similar laws affecting credi

Section 3.07 No Required Consents. No consent, approval, order, or authorization of, and no filing, registration, qualification, or recording with, any governmental authority, regulatory body, or any other person or entity is required in connection with the execution, delivery, and performance of this Agreement by the Pledgor or the grant of the security interest hereunder, or for the validity, enforceability, perfec

Section 3.08 Litigation. There is no pending or, to the knowledge of the Pledgor (after due inquiry), threatened in writing, litigation, action, suit, arbitration, investigation, or governmental proceeding against or affecting the Pledgor or any Pledged Subsidiary that would reasonably be expected to (a) materially impair the ability of the Pledgor to perform any of its obligations hereunder, (b) materially and adver

Section 3.09 Chief Executive Office; Jurisdiction of Organization. (a) The Pledgor's chief executive office and principal place of business is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor's jurisdiction of organization is the State of Delaware. The Pledgor's Delaware file number is 5765432, and its federal employer identification number (EIN) is 36-4178552. (b) For purposes of Article 9

Section 3.10 Compliance with Sanctions and Anti-Corruption. (a) The Pledgor represents and warrants that no proceeds of the Term Loans under the Credit Agreement have been or will be used, directly or indirectly, in violation of any Sanctions, including those administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security

ARTICLE IV COVENANTS The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.01 Protection of Collateral Agent's Interest. The Pledgor shall, at its own cost and expense, take all actions necessary or reasonably advisable to maintain, preserve, protect, and defend the Collateral Agent's first-priority security interest in the Pledged Equity Interests, including, without limitation: (a) filing or causing to be filed all UCC continuation statements, amendments, and other filings as an

Section 4.02 No Transfer or Encumbrance. The Pledgor shall not, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders), sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber any Pledged Equity Interests or any interest therein, or agree to do any of the foregoing, except as expressly permitted by the Credit Agreement, including pursuant t

Section 4.03 No Amendments to Organizational Documents. The Pledgor shall not consent to, approve, or permit any amendment, modification, supplement, or restatement of the organizational documents (including the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement, or equivalent governing document) of any Pledged Subsidiary that would materially and

Section 4.04 Maintenance of Existence. The Pledgor shall maintain, and shall cause each Pledged Subsidiary to maintain, its existence, good standing, and qualification to do business in its jurisdiction of organization and in each other jurisdiction in which the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement), except to

Section 4.05 Notices. The Pledgor shall promptly (and in any event within the time period specified in the Credit Agreement for delivery of notices) notify the Collateral Agent in writing of: (a) any change in the Pledgor's legal name, identity, jurisdiction of organization, organizational identification number (including its Delaware file number), or federal employer identification number (EIN); (b) any event, circu

Section 4.06 Compliance with Obligations. The Pledgor shall comply in all material respects with all obligations, requirements, and restrictions applicable to the Pledged Equity Interests and the ownership thereof, including all applicable provisions of the organizational documents of each Pledged Subsidiary. The Pledgor shall not take or permit any action that would impair the value of the Pledged Equity Interests o

Section 4.07 Further Assurances. The Pledgor shall, from time to time and at the request of the Collateral Agent, promptly execute and deliver, or cause to be executed and delivered, such additional documents, instruments, certificates, endorsements, and agreements, and take such further action, as the Collateral Agent may reasonably request in order to (a) carry out more effectively the intent and purposes of this A

ARTICLE V VOTING RIGHTS; DIVIDENDS AND DISTRIBUTIONS

Section 5.01 Voting Rights Prior to Event of Default. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise, and shall have the right to exercise, all voting and consensual rights and powers pertaining to the Pledged Equity Interests for any purpose not inconsistent with the terms and provisions of this Agreement, the Credit Agreement, or any other Loan Docume

Section 5.02 Voting Rights After Event of Default. Upon the occurrence and during the continuance of an Event of Default, at the election of the Collateral Agent (acting at the direction of the Required Lenders), which election shall be communicated in writing to the Pledgor: (a) all rights of the Pledgor to exercise the voting and other consensual rights that the Pledgor would otherwise be entitled to exercise pursu

Section 5.03 Dividends and Distributions Prior to Event of Default. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive and retain all dividends, distributions (whether in cash, property, or additional equity interests), interest, and other payments paid or payable in respect of the Pledged Equity Interests, subject in all cases to the restrictions on Restric

Section 5.04 Dividends and Distributions After Event of Default. Upon the occurrence and during the continuance of an Event of Default: (a) all rights of the Pledgor to receive dividends, distributions, and other payments that the Pledgor would otherwise be entitled to receive pursuant to Section 5.03 shall cease; (b) all dividends, distributions (whether in cash, property, or additional equity interests), interest,

ARTICLE VI REMEDIES UPON EVENT OF DEFAULT

Section 6.01 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders) shall have, in addition to all other rights and remedies granted to the Collateral Agent and the Secured Parties under this Agreement, the Credit Agreement, and the other Loan Documents, all of the rights and remedies of a secured party under t

Section 6.02 Sale of Pledged Equity Interests. (a) The Pledgor acknowledges that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Equity Interests by reason of certain restrictions and limitations that may exist under the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities or "blue sky" laws, or the organizational documents of the Pledged Subsi

Section 6.03 Application of Proceeds. The proceeds of any sale, disposition, collection, or other realization upon all or any part of the Collateral shall be applied by the Collateral Agent in the following order of priority: First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such sale, collection, or other realization, including reasonable attorneys' fees and expenses

Section 6.04 Deficiency. If the proceeds of any sale, disposition, collection, or other realization upon the Collateral are insufficient to pay all Obligations in full, the Pledgor shall remain liable for any deficiency, and the Obligations shall continue to bear interest as provided in the Credit Agreement until all Obligations have been paid in full. Nothing herein shall be deemed to limit or otherwise affect the r

Section 6.05 Waiver of Certain Rights. To the fullest extent permitted by applicable law, the Pledgor hereby irrevocably waives: (a) any right of redemption, whether statutory or otherwise, with respect to the Pledged Equity Interests or any part thereof, whether before or after any sale or other disposition of the Collateral; (b) any right to require the Collateral Agent to proceed against any other person, to exhau

Section 7.01 Appointment and Authority. The Collateral Agent has been appointed as collateral agent for the Secured Parties pursuant to Article IX of the Credit Agreement, and the Pledgor acknowledges and agrees that the Collateral Agent acts hereunder for the benefit of all Secured Parties and not in its individual capacity. All actions taken by the Collateral Agent hereunder shall be taken in accordance with the pr

Section 7.02 Duty of Care. The Collateral Agent shall have no duty to exercise any rights or take any action with respect to the Pledged Equity Interests or any other Collateral except as expressly provided herein or as directed by the Required Lenders in accordance with the Credit Agreement. The Collateral Agent shall have no obligation to preserve rights against prior parties or to take any steps to collect upon, p

Section 7.03 Reliance. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, certificate, instrument, opinion, request, direction, consent, order, or other document or communication reasonably believed by it to be genuine and correct and to have been signed, sent, or presented by the proper person or persons. The Collateral Agent may consult with legal counsel (incl

Section 8.01 Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 10.02 of the Credit Agreement. Without limiting the generality of the foregoing, notices shall be directed as follows: If to the Pledgor: Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois

Section 8.02 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be effective unless in writing and signed by the Pledgor and the Collateral Agent (acting at the direction of the Required Lenders), in each case in accordance with the amendment and waiver provisions set forth in Section 10.01 of th

Section 8.03 No Waiver; Remedies Cumulative. No failure or delay on the part of the Collateral Agent or any Secured Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights, powers, and remedies

Section 8.04 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, any Lender may assign or otherwise transfer its rights under the Credit Agreement (including its interest in the Obl

Section 8.05 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY).

Section 8.06 Jurisdiction; Venue. The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out o

Section 8.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, COUNTERCLAIM, OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, A

Section 8.08 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the parties hereto shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid

Section 8.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile