1005-00001 · Nexford Industrial Holdings · Transaction Documents/Security & Guarantee

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DRAFT — March 10, 2025 — Calderwood & Harkness LLP — Subject to Review and Comment C&H Matter No. 1005-00001

BORROWER PLEDGE AGREEMENT

dated as of March 10, 2025

NEXFORD INDUSTRIAL HOLDINGS INC.

as Pledgor

in favor of

CRESCENT HARBOR BANK, N.A.

as Collateral Agent for the benefit of the Secured Parties

BORROWER PLEDGE AGREEMENT

This BORROWER PLEDGE AGREEMENT (this "Agreement") is dated as of March 10, 2025, and is made by NEXFORD INDUSTRIAL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Pledgor" or the "Borrower"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined herein), under that certain Credit Agreement dated as of [●], 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto.

RECITALS

A. The Borrower is Nexford Industrial Holdings Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal place of business at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent address at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's federal employer identification number is 36-4178552, and its Delaware file number is 5765432.

B. Pursuant to the Credit Agreement, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent and Collateral Agent), the Lenders, and the other parties thereto have agreed to extend credit to the Borrower, including a senior secured Term Loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"), subject to the terms and conditions set forth in the Credit Agreement.

C. The Borrower is the direct owner of one hundred percent (100%) of all of the issued and outstanding equity interests in each of the Pledged Subsidiaries (as defined herein and as more particularly listed and described on Schedule I attached hereto).

D. Pursuant to Section 6.12 of the Credit Agreement and the Security Agreement dated as of [●], 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent, the Borrower is required to pledge all of its right, title, and interest in and to all equity interests held by it in each direct domestic subsidiary to the Collateral Agent for the benefit of the Secured Parties, as collateral security for the Obligations (as defined herein). In the case of first-tier foreign subsidiaries held through a CFC holdco, such pledge is subject to the limitations set forth in the CFC Holdco Limited Pledge Agreement (as defined in the Credit Agreement).

E. The Borrower will derive substantial direct and indirect benefit from the extensions of credit made available to it under the Credit Agreement and the other Loan Documents. The Borrower has determined that the execution, delivery, and performance of this Agreement are in the best interests of the Borrower and its stockholders.

F. This Agreement covers the pledge of equity interests in the direct domestic subsidiaries of the Borrower only. The pledge of equity interests in Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, by Nexford International Holdings, Inc. (in its capacity as CFC holdco) is governed by a separate CFC Holdco Limited Pledge Agreement dated as of [●], 2025, pursuant to which the pledge of equity interests in Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in such entity, in accordance with the limitations of Section 956 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the premises set forth herein, the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

ARTICLE I

DEFINITIONS

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 Borrower Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and the Credit Agreement.

"Borrower" or "Pledgor" means Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware.

"Closing Date" has the meaning set forth in the Credit Agreement.

"Collateral" has the meaning set forth in Section 2.01.

"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under the Credit Agreement and the other Loan Documents, for the benefit of the Secured Parties, together with its successors and assigns in such capacity.

"Credit Agreement" means that certain Credit Agreement dated as of [●], 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Event of Default" has the meaning set forth in the Credit Agreement.

"Guarantee Agreement" means the Guarantee Agreement dated as of [●], 2025, among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning set forth in the Credit Agreement.

"Obligations" means all obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, including, without limitation, all principal, interest (including any interest that accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, reorganization, or similar proceeding of the Borrower or any Guarantor, whether or not a claim for such post-petition interest is allowed or allowable in such proceeding), premium (if any), fees (including arrangement fees, commitment fees, agency fees, and letter of credit fees), costs, expenses, indemnities, reimbursement obligations, and all other amounts payable by the Borrower or any Guarantor under the Credit Agreement or any other Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

"Pledged Equity Interests" means all of the issued and outstanding equity interests (whether shares of capital stock, limited liability company membership interests, partnership interests, or other ownership interests of any kind) in each Pledged Subsidiary, now owned or hereafter acquired by the Pledgor, together with (a) all certificates (if any), options, warrants, rights, and other property at any time and from time to time issued or issuable upon exercise thereof or in exchange, conversion, or replacement thereof, (b) all dividends, distributions (whether in cash, property, or additional equity interests), cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and (c) all other rights, privileges, authorities, and powers of the Pledgor relating to such equity interests, including all voting rights, rights to receive allocations of income, gain, loss, deduction, or credit, and all rights to receive distributions of assets upon the liquidation, dissolution, or winding up of any Pledged Subsidiary.

"Pledged Subsidiaries" means each direct domestic subsidiary of the Borrower listed on Schedule I hereto, and any additional direct domestic subsidiary of the Borrower hereafter formed, created, or acquired by the Borrower (whether by formation, acquisition, merger, conversion, or otherwise), each of which shall automatically become a Pledged Subsidiary and be subject to the pledge hereunder upon such formation, creation, or acquisition, with a Pledge Supplement to be executed and delivered by the Pledgor within the time period specified in Section 6.12 of the Credit Agreement.

"Pledge Supplement" means a pledge supplement substantially in the form of Exhibit A hereto.

"Proceeds" has the meaning ascribed thereto in Article 9 of the UCC.

"Required Lenders" has the meaning set forth in the Credit Agreement.

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders from time to time party to the Credit Agreement, and each other holder of any Obligation.

"Security Agreement" means the Security Agreement dated as of [●], 2025, among the Borrower, the Guarantors party thereto, and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest created hereunder in any Pledged Equity Interests is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

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 to "Articles," "Sections," "Schedules," and "Exhibits" shall be to Articles, Sections, Schedules, and Exhibits of and to this Agreement unless otherwise specified. References to this "Agreement" shall include all Schedules and Exhibits hereto.

(c) The term "including" shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) Unless the context otherwise requires, references to the plural include the singular, references to the singular include the plural, and references to "he," "she," or "it" include the others.

(e) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and all terms of a legal nature used herein shall be construed in accordance with the laws of the State of New York.

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, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Collateral"):

(a) all Pledged Equity Interests, including, without limitation, one hundred percent (100%) of all of the issued and outstanding equity interests in each Pledged Subsidiary, as more particularly described on Schedule I hereto;

(b) all certificates, instruments, or other documents representing or evidencing any Pledged Equity Interests;

(c) all dividends, distributions (whether in cash, property, or additional equity interests), interest, and other payments and rights with respect to the Pledged Equity Interests;

(d) all rights to receive any of the foregoing;

(e) all voting rights with respect to the Pledged Equity Interests (subject to Section 5.01);

(f) all Proceeds of any and all of the foregoing Collateral (including, without limitation, Proceeds that constitute property of the types described in clauses (a) through (e) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.

For the avoidance of doubt, the pledge and security interest granted hereunder is in addition to, and not in limitation or derogation of, the security interests granted by the Pledgor under the Security Agreement or any other Loan Document. To the extent that any Pledged Equity Interests constitute "investment property," "general intangibles," "financial assets," or "securities" (each as defined in the UCC), the security interest granted hereunder is intended to cover all such Pledged Equity Interests in each such capacity.

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 insolvency proceeding), fees, costs, expenses, indemnification obligations, and all other amounts owing by the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, in each case whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses, or otherwise.

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, which shall in no event exceed sixty (60) days following the Closing Date, subject to extension in the sole discretion of the Administrative Agent), all certificates representing such Pledged Equity Interests, together with duly executed undated stock powers or other instruments of transfer, in each case endorsed in blank, in a form reasonably satisfactory to the Collateral Agent. The Pledgor acknowledges and agrees that delivery of such certificates together with duly executed, undated, blank-endorsed transfer instruments shall be sufficient to perfect the Collateral Agent's security interest in such Pledged Equity Interests to the extent such interests constitute "certificated securities" under Article 8 of the UCC.

(b) Uncertificated Securities and LLC Interests. To the extent that any Pledged Equity Interests are uncertificated (including, without limitation, membership interests in limited liability companies that are not represented by certificates), the Pledgor shall, on or before the Closing Date (or within the post-closing delivery periods specified above):

(i) cause the issuer of such Pledged Equity Interests to register the pledge of such interests on its books and records, reflecting the security interest of the Collateral Agent created hereunder;

(ii) if requested by the Collateral Agent, take all steps necessary to give the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the UCC) over such Pledged Equity Interests, including, without limitation, causing the relevant issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge and an agreement to comply with instructions originated by the Collateral Agent without further consent of the Pledgor, the Pledgor's registered owner, or any other person, upon the occurrence and during the continuance of an Event of Default; and

(iii) deliver to the Collateral Agent a copy of the limited liability company agreement, operating agreement, or other organizational document governing such uncertificated Pledged Equity Interests, together with any amendments thereto, certified by an authorized officer of the Pledgor.

(c) Marking of Books and Records. The Pledgor shall mark its books and records (and shall cause each Pledged Subsidiary to mark its books and records) to reflect the pledge and the security interest of the Collateral Agent in the Pledged Equity Interests created hereunder, including by noting on its stock ledgers and membership interest ledgers, as applicable, that all equity interests in the Pledged Subsidiaries are subject to the lien and security interest of the Collateral Agent pursuant to this Agreement.

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 action by the Pledgor or the Collateral Agent, and the Pledgor shall promptly (and in any event within the time period specified in Section 6.12 of the Credit Agreement):

(i) execute and deliver to the Collateral Agent a Pledge Supplement in the form of Exhibit A hereto, duly completed to identify such new Pledged Subsidiary and the equity interests therein;

(ii) deliver to the Collateral Agent any certificates representing such equity interests, together with duly executed undated stock powers or other instruments of transfer endorsed in blank;

(iii) cause the issuer of such equity interests to register the pledge on its books and records (in the case of uncertificated interests) and, if requested by the Collateral Agent, take all steps necessary to provide the Collateral Agent with "control" over such interests; and

(iv) take all other actions reasonably necessary or advisable to perfect the Collateral Agent's first-priority security interest in such equity interests, including the filing of UCC-1 financing statements or amendments thereto in the appropriate jurisdictions.

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 corporate proceedings on the part of the Pledgor are necessary to authorize this Agreement or the transactions contemplated hereby.

(b) The execution, delivery, and performance of this Agreement by the Pledgor do not and will not (i) conflict with or result in a breach or violation of the Pledgor's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, each as currently in effect, (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with the giving of notice, the passage of time, or both, would constitute a default) under any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, injunction, or decree binding upon or applicable to the Pledgor or any of its properties or assets, or (iii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with the giving of notice, the passage of time, or both, would constitute a default) under, or result in the creation or imposition of any lien (other than the lien created hereunder and liens permitted under the Credit Agreement) upon any property or asset of the Pledgor pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which the Pledgor is a party or by which the Pledgor or any of its properties or assets may be bound.

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 lien and security interest created in favor of the Collateral Agent pursuant to this Agreement and (ii) liens permitted under Section 7.01 of the Credit Agreement (Permitted Liens).

(b) All Pledged Equity Interests that are shares of capital stock have been duly authorized, validly issued, fully paid, and non-assessable. All Pledged Equity Interests that are limited liability company membership interests have been duly authorized and validly issued in accordance with the applicable organizational documents of the relevant Pledged Subsidiary.

(c) Except as disclosed on Schedule I hereto, there are no outstanding options, warrants, rights of first refusal, rights of first offer, preemptive rights, conversion rights, exchange rights, registration rights, or other rights or agreements to purchase, subscribe for, or otherwise acquire any equity interests or other ownership interests in any Pledged Subsidiary. There are no outstanding obligations of the Pledgor or any Pledged Subsidiary to repurchase, redeem, or otherwise acquire any equity interests of any Pledged Subsidiary.

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 information set forth on Schedule I is true, correct, and complete in all material respects as of the date hereof.

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 Pledged Equity Interests, the Collateral Agent will have a valid and perfected first-priority security interest in the Pledged Equity Interests (subject only to Permitted Liens having priority by operation of law).

(b) The following UCC-1 financing statements are required to be filed (or have been filed) in the following jurisdictions to perfect the Collateral Agent's security interest in the Pledged Equity Interests:

(i) Delaware Secretary of State — with respect to the Pledgor (as debtor), covering all Pledged Equity Interests constituting "general intangibles" or "investment property" under Article 9 of the UCC, the Pledgor being a registered organization organized under the laws of Delaware;

(ii) Delaware Secretary of State — with respect to each Delaware-organized Pledged Subsidiary, to the extent applicable for perfection of the pledge of equity interests therein;

(iii) Illinois Secretary of State — with respect to Nexford Manufacturing Services, LLC, an Illinois limited liability company;

(iv) Pennsylvania Department of State — with respect to Clearfield Tool & Die, Inc., a Pennsylvania corporation;

(v) South Carolina Secretary of State — with respect to Summit Industrial Fabrication Co., a South Carolina corporation;

(vi) Texas Secretary of State — with respect to Ridgepoint Specialty Coatings, LLC, a Texas limited liability company; and

(vii) Michigan Department of State — with respect to Lakeshore Precision Engineering, Inc., a Michigan corporation.

(c) The Pledgor has not filed or authorized the filing of any effective financing statement or analogous instrument covering any Pledged Equity Interests, except for UCC-1 financing statements filed or to be filed in favor of the Collateral Agent pursuant to this Agreement and the Security Agreement.

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 creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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, perfection, or priority of such security interest, except for (a) the filing of UCC-1 financing statements (and continuation statements and amendments thereto) as contemplated by Section 3.05 and (b) such consents, approvals, or authorizations as have been obtained and are in full force and effect as of the date hereof.

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 adversely affect the validity, perfection, or priority of the security interest created hereunder, or (c) materially and adversely affect the value of any Pledged Equity Interests.

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 of the UCC, the Pledgor is a "registered organization" (as defined in Section 9-102 of the UCC) organized under the laws of the State of Delaware, and accordingly the filing of a UCC-1 financing statement with the Delaware Secretary of State, naming the Pledgor as debtor and the Collateral Agent as secured party, is sufficient to perfect a security interest in those Pledged Equity Interests that constitute "general intangibles" under Article 9 of the UCC. To the extent that any Pledged Equity Interests constitute "certificated securities" or "investment property" under Articles 8 and 9 of the UCC, perfection is accomplished by delivery of the certificates representing such interests to the Collateral Agent, together with duly executed undated transfer instruments endorsed in blank.

(c) Additional information regarding the Pledgor is set forth on Schedule II hereto, which information is true, correct, and complete in all material respects as of the date hereof.

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 Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant governmental authority with jurisdiction over the Borrower, any Pledged Subsidiary, or their respective operations.

(b) The Pledgor is in compliance in all material respects with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), the UK Bribery Act 2010, and any other applicable anti-corruption or anti-bribery laws. Neither the Pledgor, nor any of its directors, officers, employees, or, to the knowledge of the Pledgor, agents, has taken any action that would result in a violation of any such anti-corruption laws.

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 and when required to maintain the perfection and priority of the Collateral Agent's security interest in the Pledged Equity Interests, including the timely filing of UCC-3 continuation statements within the six-month period prior to the expiration of each UCC-1 financing statement, in accordance with applicable provisions of the UCC;

(b) delivering to the Collateral Agent, promptly upon receipt, any additional certificates, instruments, or other documents representing or evidencing Pledged Equity Interests, including any certificates issued in connection with stock splits, stock dividends, reclassifications, or other changes in the capital structure of any Pledged Subsidiary, together with duly executed undated transfer instruments endorsed in blank;

(c) executing and delivering such further instruments, documents, agreements, and endorsements, and taking such further action, as the Collateral Agent may from time to time reasonably request to carry out the purposes of this Agreement, to preserve and protect the Collateral Agent's security interest in the Collateral, and to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder; and

(d) appearing in and defending any action, suit, or proceeding that may affect the Pledgor's title to, or the Collateral Agent's security interest in, any Pledged Equity Interests.

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 to permitted asset dispositions under Section 7.05 of the Credit Agreement and permitted investments under Section 7.02 of the Credit Agreement; provided that any such disposition or transfer shall be subject to the terms and conditions of the Credit Agreement (including any requirements for mandatory prepayment of the Term Loans with the Net Cash Proceeds of such disposition).

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 adversely affect (a) the rights of the Collateral Agent or the Secured Parties under this Agreement, (b) the value of the Pledged Equity Interests, or (c) the ability of the Collateral Agent to exercise its remedies hereunder, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders). For the avoidance of doubt, amendments to organizational documents that are administrative in nature and that do not adversely affect the Collateral Agent's rights or the value of the Pledged Equity Interests shall not require the consent of the Collateral Agent.

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 the extent that the dissolution, liquidation, or merger of a Pledged Subsidiary is expressly permitted under the Credit Agreement.

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, circumstance, or condition that would reasonably be expected to materially impair the value of the Collateral or the validity, perfection, or priority of the Collateral Agent's security interest therein, including any material adverse claim asserted by any person with respect to any Pledged Equity Interests;

(c) the formation, creation, or acquisition by the Pledgor of any new direct domestic subsidiary, together with the prompt delivery of a Pledge Supplement in the form of Exhibit A hereto and all related certificates and transfer instruments; and

(d) the issuance by any Pledged Subsidiary of any additional equity interests or the conversion, exchange, reclassification, or other modification of any equity interests in any Pledged Subsidiary.

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 or the Collateral Agent's security interest therein or that would be inconsistent with the terms and conditions of this Agreement, the Credit Agreement, or any other Loan Document.

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 Agreement, (b) perfect, protect, or maintain the validity, effectiveness, and priority of the security interest created hereunder, (c) better assure, convey, grant, assign, transfer, preserve, protect, and confirm to the Collateral Agent the rights granted or intended to be granted to the Collateral Agent hereunder, or (d) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing, the Pledgor shall execute and deliver, or cause to be executed and delivered, such financing statements, continuation statements, amendments, instruments of transfer, or other documents as the Collateral Agent may from time to time reasonably request.

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 Document; provided, however, that the Pledgor shall not exercise any such voting or consensual rights in a manner that would (a) materially and adversely affect the rights or interests of the Collateral Agent or the Secured Parties under this Agreement, the Credit Agreement, or any other Loan Document, (b) impair or diminish the value of the Collateral, or (c) be inconsistent with or result in a violation of any provision of the Credit Agreement or any other Loan Document.

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 pursuant to Section 5.01 shall cease, and all such rights shall thereupon become vested in the Collateral Agent;

(b) the Collateral Agent shall have the sole and exclusive right and authority to exercise all voting rights, consensual rights, and all other rights of ownership with respect to the Pledged Equity Interests, and the Pledgor shall take all actions as the Collateral Agent may reasonably request to give effect to such transfer of voting rights; and

(c) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent such proxies, consents, authorizations, powers of attorney, and other instruments as the Collateral Agent may from time to time request in order to enable the Collateral Agent (or its designee) to exercise such voting, consensual, and ownership rights with respect to the Pledged Equity Interests.

All voting, consensual, and other rights of the Pledgor pursuant to Section 5.01 shall be automatically restored to the Pledgor at such time as the applicable Event of Default has been cured or waived in accordance with the Credit Agreement and the Collateral Agent has notified the Pledgor of such restoration in writing.

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 Restricted Payments set forth in Section 7.06 of the Credit Agreement, including, without limitation:

(a) the $25,000,000 annual general basket for Restricted Payments available in each fiscal year of the Borrower;

(b) the builder basket, commencing at $50,000,000 and increasing by an amount equal to fifty percent (50%) of cumulative Consolidated Net Income (as defined in the Credit Agreement) of the Borrower and its Restricted Subsidiaries for each fiscal quarter ending after March 31, 2025, on a cumulative basis (the "Available Amount"), to the extent such Available Amount is positive; and

(c) unlimited Restricted Payments, subject to pro forma compliance (on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred or repaid in connection therewith) with a Total Net Leverage Ratio (as defined in the Credit Agreement) not exceeding 3.75 to 1.00.

For the avoidance of doubt, nothing in this Section 5.03 shall be deemed to expand the rights of the Pledgor to make or receive Restricted Payments beyond those permitted under the Credit Agreement.

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, and other payments in respect of the Pledged Equity Interests shall be paid directly to the Collateral Agent, and to the extent received by the Pledgor, shall be held in trust by the Pledgor for the benefit of the Collateral Agent and shall be immediately delivered to the Collateral Agent (with any necessary endorsement); and

(c) all amounts received by the Collateral Agent pursuant to this Section 5.04 shall be held by the Collateral Agent as additional Collateral hereunder and applied in accordance with the provisions of Section 6.03.

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 the UCC and under any other applicable law, including, without limitation, the following:

(a) The Collateral Agent shall have the right to foreclose upon, sell, assign, or otherwise dispose of all or any part of the Pledged Equity Interests at one or more public or private sales, for cash or on credit, at such price or prices and upon such terms as the Collateral Agent may determine in its commercially reasonable discretion. The Collateral Agent shall provide the Pledgor with not less than ten (10) Business Days' prior written notice (or such lesser period of notice as may be required by applicable law, which the Pledgor acknowledges and agrees shall be commercially reasonable notice) of the time and place of any public sale or of the time after which any private sale or other disposition is to be made.

(b) The Collateral Agent shall have the right to exercise all voting and ownership rights with respect to the Pledged Equity Interests, including the right to vote, consent, and take all other actions as the owner thereof, without any liability to the Pledgor except for the Collateral Agent's gross negligence, bad faith, or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(c) The Collateral Agent shall have the right to collect, receive, and retain all dividends, distributions (whether in cash, property, or additional equity interests), interest, and other payments on the Pledged Equity Interests, and to apply the same in accordance with Section 6.03.

(d) The Collateral Agent shall have the right to transfer the Pledged Equity Interests, or any part thereof, into the name of the Collateral Agent or its nominee, without any further consent or action by the Pledgor, and to take such other action as the Collateral Agent deems necessary or appropriate to protect and realize upon the Collateral.

(e) The Collateral Agent shall have the right to cause new certificates or instruments representing the Pledged Equity Interests to be issued in the name of the Collateral Agent or its nominee or transferee.

(f) The Collateral Agent shall have the right to execute (in the name of the Pledgor or otherwise) such endorsements, assignments, and other instruments of conveyance or transfer as the Collateral Agent may deem necessary or appropriate in connection with any sale, transfer, or other disposition of the Collateral.

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 Subsidiaries, and that the Collateral Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Equity Interests for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that any such private sale conducted in a commercially reasonable manner shall not be deemed to have been made in a manner that is not commercially reasonable solely because it was a private sale rather than a public sale, and the Pledgor shall not raise any objection to any such private sale on such basis.

(b) The Collateral Agent may, in its reasonable discretion, restrict the prospective bidders or purchasers of Pledged Equity Interests to persons who represent and agree that they are purchasing such Pledged Equity Interests for their own account for investment only and not for distribution or resale, and may impose such other conditions, restrictions, or limitations as the Collateral Agent deems necessary or appropriate to comply with any applicable law or to ensure that such sale is conducted in a commercially reasonable manner.

(c) The Pledgor shall cooperate with the Collateral Agent and shall take all actions and execute all documents reasonably requested by the Collateral Agent in connection with any sale, transfer, or other disposition of the Pledged Equity Interests, including providing access to the financial statements, books, records, and other information of the Pledged Subsidiaries to prospective purchasers, and providing representations and warranties with respect to the Pledged Subsidiaries and the Pledged Equity Interests.

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, court costs, and other expenses of collection or enforcement;

Second, to the payment of the Obligations in accordance with the order of priority and application of payments set forth in Section 2.18(b) of the Credit Agreement (or such other section of the Credit Agreement as may govern the application of proceeds of Collateral), until all Obligations shall have been paid in full;

Third, to the Pledgor or as a court of competent jurisdiction may direct, or as otherwise required by applicable law.

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 rights of the Secured Parties to exercise any other remedy available to them at law or in equity for the collection of such deficiency.

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 exhaust any other collateral or security, or to pursue any other remedy available to the Collateral Agent or the Secured Parties before proceeding against the Pledged Equity Interests;

(c) any right to assert the benefit of any statute of limitations or any defense based on the passage of time in any action or proceeding arising out of or relating to this Agreement; and

(d) any and all defenses, counterclaims, or offsets that the Pledgor may have against the Collateral Agent or any Secured Party to the extent such defenses, counterclaims, or offsets relate to the enforceability of this Agreement or the security interest created hereunder (other than the defense that all Obligations have been paid in full and all commitments under the Credit Agreement have been terminated).

ARTICLE VII

COLLATERAL AGENT

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 provisions of the Credit Agreement. The Collateral Agent shall have all of the rights, protections, immunities, indemnities, and limitations on liability set forth in Article IX of the Credit Agreement, all of which are incorporated herein by reference as though fully set forth herein, mutatis mutandis.

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, protect, or realize upon the Collateral, or to preserve or maintain the value thereof. The Collateral Agent shall not be liable for any loss or damage to the Collateral, or any diminution in value thereof, except to the extent that such loss, damage, or diminution results from the Collateral Agent's gross negligence, bad faith, or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

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 (including counsel for the Pledgor), independent public accountants, and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, or experts.

ARTICLE VIII

MISCELLANEOUS

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 60173

Attention: David Engstrom, General Counsel & Corporate Secretary

Telephone: (847) 555-2400

Email: dengstrom@nexfordindustrial.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Claudia Merritt

Telephone: (212) 555-7800

Email: cmerritt@calderwoodharkness.com

If to the Collateral Agent:

Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110

Attention: Elaine Prescott, Managing Director, Leveraged Finance

Telephone: (617) 555-3200

Email: elaine.prescott@crescentharbor.com

with a copy (which shall not constitute notice) to:

Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019

Attention: Margaret Ashby

Telephone: (212) 555-6100

Email: mashby@whitfieldgage.com

Any party hereto may change its address for notice by providing written notice of such change in accordance with this Section 8.01.

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 the Credit Agreement. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

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 provided herein are cumulative and not exclusive of any other rights, powers, or remedies provided by law, in equity, or under any other Loan Document.

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 Obligations) to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to and in accordance with the provisions of Section 10.07 of the Credit Agreement. The Pledgor may not assign any of its obligations hereunder or any interest herein without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders), and any purported assignment in violation of this Section 8.04 shall be null and void.

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 of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court. The Pledgor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section 8.06, and the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

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, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.07.

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, legal, and enforceable provision that, as closely as possible, achieves the intended economic, business, and other purposes of such invalid, illegal, or unenforceable provision.

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

DRAFT — March 10, 2025 — Calderwood & Harkness LLP — Subject to Review and Comment C&H Matter No. 1005-00001
BORROWER PLEDGE AGREEMENT
dated as of March 10, 2025
by
NEXFORD INDUSTRIAL HOLDINGS INC.
as Pledgor
in favor of
CRESCENT HARBOR BANK, N.A.
as Collateral Agent for the benefit of the Secured Parties
BORROWER PLEDGE AGREEMENT
This BORROWER PLEDGE AGREEMENT (this "Agreement") is dated as of March 10, 2025, and is made by NEXFORD INDUSTRIAL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Pledgor" or the "Borrower"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined herein), under that certain Credit Agreement dated as of [●], 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto.
RECITALS
A. The Borrower is Nexford Industrial Holdings Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal place of business at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent address at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's federal employer identification number is 36-4178552, and its Delaware file number is 5765432.
B. Pursuant to the Credit Agreement, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent and Collateral Agent), the Lenders, and the other parties thereto have agreed to extend credit to the Borrower, including a senior secured Term Loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"), subject to the terms and conditions set forth in the Credit Agreement.
C. The Borrower is the direct owner of one hundred percent (100%) of all of the issued and outstanding equity interests in each of the Pledged Subsidiaries (as defined herein and as more particularly listed and described on Schedule I attached hereto).
D. Pursuant to Section 6.12 of the Credit Agreement and the Security Agreement dated as of [●], 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent, the Borrower is required to pledge all of its right, title, and interest in and to all equity interests held by it in each direct domestic subsidiary to the Collateral Agent for the benefit of the Secured Parties, as collateral security for the Obligations (as defined herein). In the case of first-tier foreign subsidiaries held through a CFC holdco, such pledge is subject to the limitations set forth in the CFC Holdco Limited Pledge Agreement (as defined in the Credit Agreement).
E. The Borrower will derive substantial direct and indirect benefit from the extensions of credit made available to it under the Credit Agreement and the other Loan Documents. The Borrower has determined that the execution, delivery, and performance of this Agreement are in the best interests of the Borrower and its stockholders.
F. This Agreement covers the pledge of equity interests in the direct domestic subsidiaries of the Borrower only. The pledge of equity interests in Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, by Nexford International Holdings, Inc. (in its capacity as CFC holdco) is governed by a separate CFC Holdco Limited Pledge Agreement dated as of [●], 2025, pursuant to which the pledge of equity interests in Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in such entity, in accordance with the limitations of Section 956 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises set forth herein, the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:
ARTICLE I
DEFINITIONS
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 Borrower Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and the Credit Agreement.
"Borrower" or "Pledgor" means Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware.
"Closing Date" has the meaning set forth in the Credit Agreement.
"Collateral" has the meaning set forth in Section 2.01.
"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under the Credit Agreement and the other Loan Documents, for the benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain Credit Agreement dated as of [●], 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Event of Default" has the meaning set forth in the Credit Agreement.
"Guarantee Agreement" means the Guarantee Agreement dated as of [●], 2025, among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning set forth in the Credit Agreement.
"Obligations" means all obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, including, without limitation, all principal, interest (including any interest that accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, reorganization, or similar proceeding of the Borrower or any Guarantor, whether or not a claim for such post-petition interest is allowed or allowable in such proceeding), premium (if any), fees (including arrangement fees, commitment fees, agency fees, and letter of credit fees), costs, expenses, indemnities, reimbursement obligations, and all other amounts payable by the Borrower or any Guarantor under the Credit Agreement or any other Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.
"Pledged Equity Interests" means all of the issued and outstanding equity interests (whether shares of capital stock, limited liability company membership interests, partnership interests, or other ownership interests of any kind) in each Pledged Subsidiary, now owned or hereafter acquired by the Pledgor, together with (a) all certificates (if any), options, warrants, rights, and other property at any time and from time to time issued or issuable upon exercise thereof or in exchange, conversion, or replacement thereof, (b) all dividends, distributions (whether in cash, property, or additional equity interests), cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and (c) all other rights, privileges, authorities, and powers of the Pledgor relating to such equity interests, including all voting rights, rights to receive allocations of income, gain, loss, deduction, or credit, and all rights to receive distributions of assets upon the liquidation, dissolution, or winding up of any Pledged Subsidiary.
"Pledged Subsidiaries" means each direct domestic subsidiary of the Borrower listed on Schedule I hereto, and any additional direct domestic subsidiary of the Borrower hereafter formed, created, or acquired by the Borrower (whether by formation, acquisition, merger, conversion, or otherwise), each of which shall automatically become a Pledged Subsidiary and be subject to the pledge hereunder upon such formation, creation, or acquisition, with a Pledge Supplement to be executed and delivered by the Pledgor within the time period specified in Section 6.12 of the Credit Agreement.
"Pledge Supplement" means a pledge supplement substantially in the form of Exhibit A hereto.
"Proceeds" has the meaning ascribed thereto in Article 9 of the UCC.
"Required Lenders" has the meaning set forth in the Credit Agreement.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders from time to time party to the Credit Agreement, and each other holder of any Obligation.
"Security Agreement" means the Security Agreement dated as of [●], 2025, among the Borrower, the Guarantors party thereto, and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest created hereunder in any Pledged Equity Interests is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
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 to "Articles," "Sections," "Schedules," and "Exhibits" shall be to Articles, Sections, Schedules, and Exhibits of and to this Agreement unless otherwise specified. References to this "Agreement" shall include all Schedules and Exhibits hereto.
(c) The term "including" shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) Unless the context otherwise requires, references to the plural include the singular, references to the singular include the plural, and references to "he," "she," or "it" include the others.
(e) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and all terms of a legal nature used herein shall be construed in accordance with the laws of the State of New York.
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, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Collateral"):
(a) all Pledged Equity Interests, including, without limitation, one hundred percent (100%) of all of the issued and outstanding equity interests in each Pledged Subsidiary, as more particularly described on Schedule I hereto;
(b) all certificates, instruments, or other documents representing or evidencing any Pledged Equity Interests;
(c) all dividends, distributions (whether in cash, property, or additional equity interests), interest, and other payments and rights with respect to the Pledged Equity Interests;
(d) all rights to receive any of the foregoing;
(e) all voting rights with respect to the Pledged Equity Interests (subject to Section 5.01);
(f) all Proceeds of any and all of the foregoing Collateral (including, without limitation, Proceeds that constitute property of the types described in clauses (a) through (e) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
For the avoidance of doubt, the pledge and security interest granted hereunder is in addition to, and not in limitation or derogation of, the security interests granted by the Pledgor under the Security Agreement or any other Loan Document. To the extent that any Pledged Equity Interests constitute "investment property," "general intangibles," "financial assets," or "securities" (each as defined in the UCC), the security interest granted hereunder is intended to cover all such Pledged Equity Interests in each such capacity.
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 insolvency proceeding), fees, costs, expenses, indemnification obligations, and all other amounts owing by the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, in each case whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses, or otherwise.
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, which shall in no event exceed sixty (60) days following the Closing Date, subject to extension in the sole discretion of the Administrative Agent), all certificates representing such Pledged Equity Interests, together with duly executed undated stock powers or other instruments of transfer, in each case endorsed in blank, in a form reasonably satisfactory to the Collateral Agent. The Pledgor acknowledges and agrees that delivery of such certificates together with duly executed, undated, blank-endorsed transfer instruments shall be sufficient to perfect the Collateral Agent's security interest in such Pledged Equity Interests to the extent such interests constitute "certificated securities" under Article 8 of the UCC.
(b) Uncertificated Securities and LLC Interests. To the extent that any Pledged Equity Interests are uncertificated (including, without limitation, membership interests in limited liability companies that are not represented by certificates), the Pledgor shall, on or before the Closing Date (or within the post-closing delivery periods specified above):
(i) cause the issuer of such Pledged Equity Interests to register the pledge of such interests on its books and records, reflecting the security interest of the Collateral Agent created hereunder;
(ii) if requested by the Collateral Agent, take all steps necessary to give the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the UCC) over such Pledged Equity Interests, including, without limitation, causing the relevant issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge and an agreement to comply with instructions originated by the Collateral Agent without further consent of the Pledgor, the Pledgor's registered owner, or any other person, upon the occurrence and during the continuance of an Event of Default; and
(iii) deliver to the Collateral Agent a copy of the limited liability company agreement, operating agreement, or other organizational document governing such uncertificated Pledged Equity Interests, together with any amendments thereto, certified by an authorized officer of the Pledgor.
(c) Marking of Books and Records. The Pledgor shall mark its books and records (and shall cause each Pledged Subsidiary to mark its books and records) to reflect the pledge and the security interest of the Collateral Agent in the Pledged Equity Interests created hereunder, including by noting on its stock ledgers and membership interest ledgers, as applicable, that all equity interests in the Pledged Subsidiaries are subject to the lien and security interest of the Collateral Agent pursuant to this Agreement.
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 action by the Pledgor or the Collateral Agent, and the Pledgor shall promptly (and in any event within the time period specified in Section 6.12 of the Credit Agreement):
(i) execute and deliver to the Collateral Agent a Pledge Supplement in the form of Exhibit A hereto, duly completed to identify such new Pledged Subsidiary and the equity interests therein;
(ii) deliver to the Collateral Agent any certificates representing such equity interests, together with duly executed undated stock powers or other instruments of transfer endorsed in blank;
(iii) cause the issuer of such equity interests to register the pledge on its books and records (in the case of uncertificated interests) and, if requested by the Collateral Agent, take all steps necessary to provide the Collateral Agent with "control" over such interests; and
(iv) take all other actions reasonably necessary or advisable to perfect the Collateral Agent's first-priority security interest in such equity interests, including the filing of UCC-1 financing statements or amendments thereto in the appropriate jurisdictions.
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 corporate proceedings on the part of the Pledgor are necessary to authorize this Agreement or the transactions contemplated hereby.
(b) The execution, delivery, and performance of this Agreement by the Pledgor do not and will not (i) conflict with or result in a breach or violation of the Pledgor's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, each as currently in effect, (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with the giving of notice, the passage of time, or both, would constitute a default) under any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, injunction, or decree binding upon or applicable to the Pledgor or any of its properties or assets, or (iii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with the giving of notice, the passage of time, or both, would constitute a default) under, or result in the creation or imposition of any lien (other than the lien created hereunder and liens permitted under the Credit Agreement) upon any property or asset of the Pledgor pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which the Pledgor is a party or by which the Pledgor or any of its properties or assets may be bound.
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 lien and security interest created in favor of the Collateral Agent pursuant to this Agreement and (ii) liens permitted under Section 7.01 of the Credit Agreement (Permitted Liens).
(b) All Pledged Equity Interests that are shares of capital stock have been duly authorized, validly issued, fully paid, and non-assessable. All Pledged Equity Interests that are limited liability company membership interests have been duly authorized and validly issued in accordance with the applicable organizational documents of the relevant Pledged Subsidiary.
(c) Except as disclosed on Schedule I hereto, there are no outstanding options, warrants, rights of first refusal, rights of first offer, preemptive rights, conversion rights, exchange rights, registration rights, or other rights or agreements to purchase, subscribe for, or otherwise acquire any equity interests or other ownership interests in any Pledged Subsidiary. There are no outstanding obligations of the Pledgor or any Pledged Subsidiary to repurchase, redeem, or otherwise acquire any equity interests of any Pledged Subsidiary.
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 information set forth on Schedule I is true, correct, and complete in all material respects as of the date hereof.
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 Pledged Equity Interests, the Collateral Agent will have a valid and perfected first-priority security interest in the Pledged Equity Interests (subject only to Permitted Liens having priority by operation of law).
(b) The following UCC-1 financing statements are required to be filed (or have been filed) in the following jurisdictions to perfect the Collateral Agent's security interest in the Pledged Equity Interests:
(i) Delaware Secretary of State — with respect to the Pledgor (as debtor), covering all Pledged Equity Interests constituting "general intangibles" or "investment property" under Article 9 of the UCC, the Pledgor being a registered organization organized under the laws of Delaware;
(ii) Delaware Secretary of State — with respect to each Delaware-organized Pledged Subsidiary, to the extent applicable for perfection of the pledge of equity interests therein;
(iii) Illinois Secretary of State — with respect to Nexford Manufacturing Services, LLC, an Illinois limited liability company;
(iv) Pennsylvania Department of State — with respect to Clearfield Tool & Die, Inc., a Pennsylvania corporation;
(v) South Carolina Secretary of State — with respect to Summit Industrial Fabrication Co., a South Carolina corporation;
(vi) Texas Secretary of State — with respect to Ridgepoint Specialty Coatings, LLC, a Texas limited liability company; and
(vii) Michigan Department of State — with respect to Lakeshore Precision Engineering, Inc., a Michigan corporation.
(c) The Pledgor has not filed or authorized the filing of any effective financing statement or analogous instrument covering any Pledged Equity Interests, except for UCC-1 financing statements filed or to be filed in favor of the Collateral Agent pursuant to this Agreement and the Security Agreement.
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 creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
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, perfection, or priority of such security interest, except for (a) the filing of UCC-1 financing statements (and continuation statements and amendments thereto) as contemplated by Section 3.05 and (b) such consents, approvals, or authorizations as have been obtained and are in full force and effect as of the date hereof.
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 adversely affect the validity, perfection, or priority of the security interest created hereunder, or (c) materially and adversely affect the value of any Pledged Equity Interests.
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 of the UCC, the Pledgor is a "registered organization" (as defined in Section 9-102 of the UCC) organized under the laws of the State of Delaware, and accordingly the filing of a UCC-1 financing statement with the Delaware Secretary of State, naming the Pledgor as debtor and the Collateral Agent as secured party, is sufficient to perfect a security interest in those Pledged Equity Interests that constitute "general intangibles" under Article 9 of the UCC. To the extent that any Pledged Equity Interests constitute "certificated securities" or "investment property" under Articles 8 and 9 of the UCC, perfection is accomplished by delivery of the certificates representing such interests to the Collateral Agent, together with duly executed undated transfer instruments endorsed in blank.
(c) Additional information regarding the Pledgor is set forth on Schedule II hereto, which information is true, correct, and complete in all material respects as of the date hereof.
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 Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant governmental authority with jurisdiction over the Borrower, any Pledged Subsidiary, or their respective operations.
(b) The Pledgor is in compliance in all material respects with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), the UK Bribery Act 2010, and any other applicable anti-corruption or anti-bribery laws. Neither the Pledgor, nor any of its directors, officers, employees, or, to the knowledge of the Pledgor, agents, has taken any action that would result in a violation of any such anti-corruption laws.
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 and when required to maintain the perfection and priority of the Collateral Agent's security interest in the Pledged Equity Interests, including the timely filing of UCC-3 continuation statements within the six-month period prior to the expiration of each UCC-1 financing statement, in accordance with applicable provisions of the UCC;
(b) delivering to the Collateral Agent, promptly upon receipt, any additional certificates, instruments, or other documents representing or evidencing Pledged Equity Interests, including any certificates issued in connection with stock splits, stock dividends, reclassifications, or other changes in the capital structure of any Pledged Subsidiary, together with duly executed undated transfer instruments endorsed in blank;
(c) executing and delivering such further instruments, documents, agreements, and endorsements, and taking such further action, as the Collateral Agent may from time to time reasonably request to carry out the purposes of this Agreement, to preserve and protect the Collateral Agent's security interest in the Collateral, and to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder; and
(d) appearing in and defending any action, suit, or proceeding that may affect the Pledgor's title to, or the Collateral Agent's security interest in, any Pledged Equity Interests.
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 to permitted asset dispositions under Section 7.05 of the Credit Agreement and permitted investments under Section 7.02 of the Credit Agreement; provided that any such disposition or transfer shall be subject to the terms and conditions of the Credit Agreement (including any requirements for mandatory prepayment of the Term Loans with the Net Cash Proceeds of such disposition).
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 adversely affect (a) the rights of the Collateral Agent or the Secured Parties under this Agreement, (b) the value of the Pledged Equity Interests, or (c) the ability of the Collateral Agent to exercise its remedies hereunder, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders). For the avoidance of doubt, amendments to organizational documents that are administrative in nature and that do not adversely affect the Collateral Agent's rights or the value of the Pledged Equity Interests shall not require the consent of the Collateral Agent.
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 the extent that the dissolution, liquidation, or merger of a Pledged Subsidiary is expressly permitted under the Credit Agreement.
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, circumstance, or condition that would reasonably be expected to materially impair the value of the Collateral or the validity, perfection, or priority of the Collateral Agent's security interest therein, including any material adverse claim asserted by any person with respect to any Pledged Equity Interests;
(c) the formation, creation, or acquisition by the Pledgor of any new direct domestic subsidiary, together with the prompt delivery of a Pledge Supplement in the form of Exhibit A hereto and all related certificates and transfer instruments; and
(d) the issuance by any Pledged Subsidiary of any additional equity interests or the conversion, exchange, reclassification, or other modification of any equity interests in any Pledged Subsidiary.
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 or the Collateral Agent's security interest therein or that would be inconsistent with the terms and conditions of this Agreement, the Credit Agreement, or any other Loan Document.
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 Agreement, (b) perfect, protect, or maintain the validity, effectiveness, and priority of the security interest created hereunder, (c) better assure, convey, grant, assign, transfer, preserve, protect, and confirm to the Collateral Agent the rights granted or intended to be granted to the Collateral Agent hereunder, or (d) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing, the Pledgor shall execute and deliver, or cause to be executed and delivered, such financing statements, continuation statements, amendments, instruments of transfer, or other documents as the Collateral Agent may from time to time reasonably request.
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 Document; provided, however, that the Pledgor shall not exercise any such voting or consensual rights in a manner that would (a) materially and adversely affect the rights or interests of the Collateral Agent or the Secured Parties under this Agreement, the Credit Agreement, or any other Loan Document, (b) impair or diminish the value of the Collateral, or (c) be inconsistent with or result in a violation of any provision of the Credit Agreement or any other Loan Document.
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 pursuant to Section 5.01 shall cease, and all such rights shall thereupon become vested in the Collateral Agent;
(b) the Collateral Agent shall have the sole and exclusive right and authority to exercise all voting rights, consensual rights, and all other rights of ownership with respect to the Pledged Equity Interests, and the Pledgor shall take all actions as the Collateral Agent may reasonably request to give effect to such transfer of voting rights; and
(c) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent such proxies, consents, authorizations, powers of attorney, and other instruments as the Collateral Agent may from time to time request in order to enable the Collateral Agent (or its designee) to exercise such voting, consensual, and ownership rights with respect to the Pledged Equity Interests.
All voting, consensual, and other rights of the Pledgor pursuant to Section 5.01 shall be automatically restored to the Pledgor at such time as the applicable Event of Default has been cured or waived in accordance with the Credit Agreement and the Collateral Agent has notified the Pledgor of such restoration in writing.
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 Restricted Payments set forth in Section 7.06 of the Credit Agreement, including, without limitation:
(a) the $25,000,000 annual general basket for Restricted Payments available in each fiscal year of the Borrower;
(b) the builder basket, commencing at $50,000,000 and increasing by an amount equal to fifty percent (50%) of cumulative Consolidated Net Income (as defined in the Credit Agreement) of the Borrower and its Restricted Subsidiaries for each fiscal quarter ending after March 31, 2025, on a cumulative basis (the "Available Amount"), to the extent such Available Amount is positive; and
(c) unlimited Restricted Payments, subject to pro forma compliance (on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred or repaid in connection therewith) with a Total Net Leverage Ratio (as defined in the Credit Agreement) not exceeding 3.75 to 1.00.
For the avoidance of doubt, nothing in this Section 5.03 shall be deemed to expand the rights of the Pledgor to make or receive Restricted Payments beyond those permitted under the Credit Agreement.
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, and other payments in respect of the Pledged Equity Interests shall be paid directly to the Collateral Agent, and to the extent received by the Pledgor, shall be held in trust by the Pledgor for the benefit of the Collateral Agent and shall be immediately delivered to the Collateral Agent (with any necessary endorsement); and
(c) all amounts received by the Collateral Agent pursuant to this Section 5.04 shall be held by the Collateral Agent as additional Collateral hereunder and applied in accordance with the provisions of Section 6.03.
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 the UCC and under any other applicable law, including, without limitation, the following:
(a) The Collateral Agent shall have the right to foreclose upon, sell, assign, or otherwise dispose of all or any part of the Pledged Equity Interests at one or more public or private sales, for cash or on credit, at such price or prices and upon such terms as the Collateral Agent may determine in its commercially reasonable discretion. The Collateral Agent shall provide the Pledgor with not less than ten (10) Business Days' prior written notice (or such lesser period of notice as may be required by applicable law, which the Pledgor acknowledges and agrees shall be commercially reasonable notice) of the time and place of any public sale or of the time after which any private sale or other disposition is to be made.
(b) The Collateral Agent shall have the right to exercise all voting and ownership rights with respect to the Pledged Equity Interests, including the right to vote, consent, and take all other actions as the owner thereof, without any liability to the Pledgor except for the Collateral Agent's gross negligence, bad faith, or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(c) The Collateral Agent shall have the right to collect, receive, and retain all dividends, distributions (whether in cash, property, or additional equity interests), interest, and other payments on the Pledged Equity Interests, and to apply the same in accordance with Section 6.03.
(d) The Collateral Agent shall have the right to transfer the Pledged Equity Interests, or any part thereof, into the name of the Collateral Agent or its nominee, without any further consent or action by the Pledgor, and to take such other action as the Collateral Agent deems necessary or appropriate to protect and realize upon the Collateral.
(e) The Collateral Agent shall have the right to cause new certificates or instruments representing the Pledged Equity Interests to be issued in the name of the Collateral Agent or its nominee or transferee.
(f) The Collateral Agent shall have the right to execute (in the name of the Pledgor or otherwise) such endorsements, assignments, and other instruments of conveyance or transfer as the Collateral Agent may deem necessary or appropriate in connection with any sale, transfer, or other disposition of the Collateral.
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 Subsidiaries, and that the Collateral Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Equity Interests for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that any such private sale conducted in a commercially reasonable manner shall not be deemed to have been made in a manner that is not commercially reasonable solely because it was a private sale rather than a public sale, and the Pledgor shall not raise any objection to any such private sale on such basis.
(b) The Collateral Agent may, in its reasonable discretion, restrict the prospective bidders or purchasers of Pledged Equity Interests to persons who represent and agree that they are purchasing such Pledged Equity Interests for their own account for investment only and not for distribution or resale, and may impose such other conditions, restrictions, or limitations as the Collateral Agent deems necessary or appropriate to comply with any applicable law or to ensure that such sale is conducted in a commercially reasonable manner.
(c) The Pledgor shall cooperate with the Collateral Agent and shall take all actions and execute all documents reasonably requested by the Collateral Agent in connection with any sale, transfer, or other disposition of the Pledged Equity Interests, including providing access to the financial statements, books, records, and other information of the Pledged Subsidiaries to prospective purchasers, and providing representations and warranties with respect to the Pledged Subsidiaries and the Pledged Equity Interests.
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, court costs, and other expenses of collection or enforcement;
Second, to the payment of the Obligations in accordance with the order of priority and application of payments set forth in Section 2.18(b) of the Credit Agreement (or such other section of the Credit Agreement as may govern the application of proceeds of Collateral), until all Obligations shall have been paid in full;
Third, to the Pledgor or as a court of competent jurisdiction may direct, or as otherwise required by applicable law.
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 rights of the Secured Parties to exercise any other remedy available to them at law or in equity for the collection of such deficiency.
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 exhaust any other collateral or security, or to pursue any other remedy available to the Collateral Agent or the Secured Parties before proceeding against the Pledged Equity Interests;
(c) any right to assert the benefit of any statute of limitations or any defense based on the passage of time in any action or proceeding arising out of or relating to this Agreement; and
(d) any and all defenses, counterclaims, or offsets that the Pledgor may have against the Collateral Agent or any Secured Party to the extent such defenses, counterclaims, or offsets relate to the enforceability of this Agreement or the security interest created hereunder (other than the defense that all Obligations have been paid in full and all commitments under the Credit Agreement have been terminated).
ARTICLE VII
COLLATERAL AGENT
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 provisions of the Credit Agreement. The Collateral Agent shall have all of the rights, protections, immunities, indemnities, and limitations on liability set forth in Article IX of the Credit Agreement, all of which are incorporated herein by reference as though fully set forth herein, mutatis mutandis.
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, protect, or realize upon the Collateral, or to preserve or maintain the value thereof. The Collateral Agent shall not be liable for any loss or damage to the Collateral, or any diminution in value thereof, except to the extent that such loss, damage, or diminution results from the Collateral Agent's gross negligence, bad faith, or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.
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 (including counsel for the Pledgor), independent public accountants, and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, or experts.
ARTICLE VIII
MISCELLANEOUS
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 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Telephone: (847) 555-2400
Email: dengstrom@nexfordindustrial.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt
Telephone: (212) 555-7800
Email: cmerritt@calderwoodharkness.com
If to the Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Telephone: (617) 555-3200
Email: elaine.prescott@crescentharbor.com
with a copy (which shall not constitute notice) to:
Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby
Telephone: (212) 555-6100
Email: mashby@whitfieldgage.com
Any party hereto may change its address for notice by providing written notice of such change in accordance with this Section 8.01.
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 the Credit Agreement. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
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 provided herein are cumulative and not exclusive of any other rights, powers, or remedies provided by law, in equity, or under any other Loan Document.
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 Obligations) to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to and in accordance with the provisions of Section 10.07 of the Credit Agreement. The Pledgor may not assign any of its obligations hereunder or any interest herein without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders), and any purported assignment in violation of this Section 8.04 shall be null and void.
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 of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court. The Pledgor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section 8.06, and the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
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, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.07.
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, legal, and enforceable provision that, as closely as possible, achieves the intended economic, business, and other purposes of such invalid, illegal, or unenforceable provision.
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

DRAFT — March 10, 2025 — Calderwood & Harkness LLP — Subject to Review and Comment C&H Matter No. 1005-00001

BORROWER PLEDGE AGREEMENT

NEXFORD INDUSTRIAL HOLDINGS INC.

CRESCENT HARBOR BANK, N.A.

BORROWER PLEDGE AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

PLEDGE AND GRANT OF SECURITY INTEREST

ARTICLE III

REPRESENTATIONS AND WARRANTIES

ARTICLE IV

COVENANTS

ARTICLE V

ARTICLE VI

REMEDIES UPON EVENT OF DEFAULT

ARTICLE VII

COLLATERAL AGENT

ARTICLE VIII

MISCELLANEOUS

Record

Parties

Dates

Amounts