DEPOSIT ACCOUNT CONTROL AGREEMENTS
FORMS AND EXECUTION VERSIONS
NEXFORD INDUSTRIAL HOLDINGS INC.
$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
This document compiles the execution versions of the Deposit Account Control Agreements ("DACAs") entered into in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, 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 the Lenders from time to time party thereto. The Credit Agreement provides for a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000, bearing interest at a rate per annum equal to Adjusted Term SOFR plus 400 basis points, maturing on March 28, 2032.
These DACAs form part of the broader security and collateral package granting a first-priority security interest in substantially all assets of the Borrower and each Guarantor, as required under and pursuant to the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. The execution and delivery of these DACAs constitutes a condition precedent to the initial borrowing under the Credit Agreement and is necessary to perfect the Collateral Agent's security interest in the deposit accounts of the Borrower by establishing "control" within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York.
CONFIDENTIAL — This compilation is subject to the attorney-client privilege and work product doctrine. Distribution is limited to authorized parties in connection with the above-referenced transaction.
COMPILATION TABLE OF CONTENTS
AGREEMENT A
DEPOSIT ACCOUNT CONTROL AGREEMENT
(Crescent Harbor Bank, N.A. as Depository Bank)
DEPOSIT ACCOUNT CONTROL AGREEMENT
dated as of March 28, 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., as Depositor,
CRESCENT HARBOR BANK, N.A., as Depository Bank,
and
CRESCENT HARBOR BANK, N.A., as Collateral Agent
DEPOSIT ACCOUNT CONTROL AGREEMENT
This DEPOSIT ACCOUNT CONTROL AGREEMENT (this "Agreement") is made and entered into as of March 28, 2025, by and among:
(a) NEXFORD INDUSTRIAL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Depositor"), with its principal place of business at 1400 Industrial Parkway, Schaumburg, Illinois 60173;
(b) CRESCENT HARBOR BANK, N.A., a national banking association organized and existing under the laws of the United States of America (the "Depository Bank"), with offices at 320 Federal Street, Boston, Massachusetts 02110; and
(c) CRESCENT HARBOR BANK, N.A., a national banking association organized and existing under the laws of the United States of America, in its capacity as collateral agent (the "Collateral Agent" or "Secured Party") for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below), with offices at 320 Federal Street, Boston, Massachusetts 02110.
The Depositor, the Depository Bank, and the Collateral Agent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, reference is made to that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors from time to time 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, providing for, among other things, a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000, bearing interest at a rate per annum equal to Adjusted Term SOFR plus 400 basis points, with a final maturity date of March 28, 2032;
WHEREAS, reference is further made to that certain Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent, pursuant to which, among other things, the Depositor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the Depositor's assets, including, without limitation, all deposit accounts now owned or hereafter acquired by the Depositor;
WHEREAS, the Depositor maintains one or more deposit accounts at the Depository Bank, as more particularly described on Schedule I hereto (each, a "Blocked Account" and, collectively, the "Blocked Accounts"); and
WHEREAS, this Agreement is being entered into by the Parties in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the blocked Accounts by establishing "control" by the Collateral Agent over such blocked Accounts within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York (the "UCC").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
"blocked Account(s)" means the deposit account(s) identified on Schedule I hereto maintained by the Depositor at the Depository Bank, including all funds held therein from time to time, all interest and other amounts credited thereto, and all proceeds thereof.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Credit Agreement, and its successors and assigns in such capacity.
"Credit Agreement" has the meaning assigned to such term in the Recitals hereto.
"Depositor" means Nexford Industrial Holdings Inc., a Delaware corporation, and its successors and assigns.
"Depository Bank" means Crescent Harbor Bank, N.A., in its capacity as the bank at which the blocked Account(s) are maintained, and its successors and assigns in such capacity.
"Entitlement Order" has the meaning assigned to such term in Section 8-102 of the UCC.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Exclusive Control Notice" means a written notice substantially in the form of Exhibit A hereto, delivered by the Collateral Agent to the Depository Bank, instructing the Depository Bank to comply solely with Instructions originated by the Collateral Agent with respect to the blocked Account(s), without further consent of the Depositor.
"Instructions" means any written instruction, direction, order, or request concerning the blocked Account(s), including without limitation instructions to transfer, withdraw, or otherwise dispose of funds held in the blocked Account(s), and any Entitlement Order.
"Secured Obligations" has the meaning assigned to such term in the Security Agreement.
"Secured Parties" has the meaning assigned to such term in the Credit Agreement.
"Security Agreement" has the meaning assigned to such term in the Recitals hereto.
"UCC" means the Uniform Commercial Code as in effect in the State of New York from time to time.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Security Agreement. Unless otherwise specified, references to Sections, Schedules, and Exhibits are references to the Sections of, and Schedules and Exhibits to, this Agreement.
SECTION 2. THE BLOCKED ACCOUNTS
(a) The blocked Account(s) are identified on Schedule I hereto. The Depository Bank hereby confirms that it maintains the deposit account(s) listed on Schedule I in the name of the Depositor. The Depository Bank further confirms that the account numbers, account designations, and other identifying information set forth on Schedule I are true and correct as of the date hereof.
(b) The Depository Bank hereby represents, warrants, and confirms that, as of the date hereof, it has not received any notice of any security interest, lien, encumbrance, or claim of any person in or to the blocked Account(s) or funds on deposit therein, other than (i) the security interest of the Collateral Agent as described herein and (ii) any security interest or banker's lien arising in favor of the Depository Bank as described in clause (c) below.
(c) The Depository Bank hereby agrees that it does not have, and will not assert, any lien on, security interest in, or right of setoff against the blocked Account(s) or any funds on deposit therein, except for (i) the Depository Bank's customary fees, charges, and expenses for maintaining the blocked Account(s) and returned items deposited in the blocked Account(s), and (ii) any security interest arising under Article 4 of the UCC in connection with items deposited in the blocked Account(s) for collection. To the extent that the Depository Bank has or hereafter acquires any security interest in, lien on, or right of setoff against the blocked Account(s) or any funds held therein (other than the interests described in clauses (i) and (ii) of the preceding sentence), the Depository Bank hereby agrees to subordinate, and does hereby subordinate, such security interest, lien, or right of setoff to the security interest of the Collateral Agent in the blocked Account(s).
SECTION 3. CONTROL
(a) The Depository Bank hereby agrees that it will comply with all Instructions originated by the Collateral Agent directing the disposition of funds in the blocked Account(s) without further consent of the Depositor. The foregoing agreement of the Depository Bank is intended to, and does, establish "control" by the Collateral Agent over the blocked Account(s) within the meaning of Section 9-104(a)(2) of the UCC.
(b) Prior to the delivery of an Exclusive Control Notice by the Collateral Agent to the Depository Bank, the Depositor may continue to operate the blocked Account(s) in the ordinary course of its business, including without limitation making deposits to, withdrawals from, and transfers among the blocked Account(s) and other accounts, issuing payment orders with respect to funds in the blocked Account(s), and otherwise directing the disposition of funds therein, all in accordance with the Depository Bank's standard account agreements and operating procedures applicable to the blocked Account(s).
(c) Following the delivery of an Exclusive Control Notice by the Collateral Agent to the Depository Bank:
(i) the Depository Bank shall comply solely with Instructions originated by the Collateral Agent with respect to the blocked Account(s), and shall not be required to obtain any further consent or authorization from the Depositor in connection therewith;
(ii) the Depository Bank shall cease complying with Instructions originated by the Depositor with respect to the blocked Account(s), and shall have no obligation to act upon any Instructions from the Depositor with respect to the blocked Account(s); and
(iii) the Depositor shall have no further right to direct the disposition of funds in the blocked Account(s) unless and until the Collateral Agent delivers a written notice to the Depository Bank rescinding the Exclusive Control Notice.
(d) The Collateral Agent hereby represents to the Depository Bank that it will deliver an Exclusive Control Notice to the Depository Bank only upon the occurrence and during the continuance of an Event of Default under the Credit Agreement. The Depository Bank shall be entitled to rely conclusively on any Exclusive Control Notice received from the Collateral Agent and shall have no duty or obligation to inquire into whether an Event of Default has in fact occurred or is continuing.
SECTION 4. DEPOSITOR'S RIGHTS PRIOR TO EXCLUSIVE CONTROL NOTICE
(a) Until such time as the Collateral Agent delivers an Exclusive Control Notice to the Depository Bank, the Depositor shall retain full dominion and control over the blocked Account(s) and shall be entitled to exercise all rights with respect to the blocked Account(s) as if this Agreement had not been entered into, including without limitation the right to make deposits to, withdrawals from, and transfers among the blocked Account(s) and other accounts, and to issue payment orders and other Instructions with respect to funds in the blocked Account(s), in each case in the ordinary course of the Depositor's business.
(b) The Depository Bank shall continue to follow the Depositor's Instructions regarding the blocked Account(s) in accordance with the Depository Bank's standard deposit account agreements, terms of service, and operating procedures applicable to the blocked Account(s), in each case as in effect from time to time, until such time as the Depository Bank receives an Exclusive Control Notice from the Collateral Agent.
SECTION 5. DUTIES OF THE DEPOSITORY BANK
(a) The Depository Bank shall not (i) change the name or account number of any blocked Account, (ii) close any blocked Account, or (iii) permit the transfer of any blocked Account to another branch, office, or affiliate of the Depository Bank, in each case without the prior written consent of the Collateral Agent (which consent may be withheld in the Collateral Agent's sole discretion).
(b) The Depository Bank shall promptly notify the Collateral Agent in writing if the Depository Bank becomes aware of any levy, attachment, garnishment, judgment lien, writ of execution, or other legal process affecting any blocked Account or the funds on deposit therein (other than the security interest of the Collateral Agent established hereunder), or if the Depository Bank receives notice of any adverse claim with respect to any blocked Account.
(c) The Depository Bank shall deliver or cause to be delivered to the Collateral Agent, at the address specified in Section 12, copies of all periodic account statements for the blocked Account(s) at the same time as such statements are sent to the Depositor, or as promptly thereafter as is reasonably practicable.
(d) The Depository Bank shall have no duty to investigate or make any determination as to whether an Event of Default has occurred or is continuing under the Credit Agreement, and shall have no duty to monitor the Depositor's use of or transactions in the blocked Account(s). The Depository Bank may rely on any notice, certificate, or other communication from the Collateral Agent that it reasonably believes to be genuine and to have been signed or sent by a duly authorized representative of the Collateral Agent, and shall have no liability to any Party for acting in good faith reliance thereon.
SECTION 6. CONFLICTS
In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the Depository Bank and the Depositor with respect to the blocked Account(s) (including without limitation any deposit account agreement, treasury management agreement, master agreement, or other arrangement), the terms of this Agreement shall govern and control with respect to the matters addressed herein. The Depository Bank hereby agrees that in the event of any such conflict, it will comply with the terms of this Agreement.
SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITORY BANK
The Depository Bank hereby represents and warrants to the Collateral Agent and the Depositor as follows, in each case as of the date hereof:
(a) The Depository Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, and has all requisite power and authority to enter into and perform its obligations under this Agreement.
(b) The blocked Account(s) identified on Schedule I hereto are the only deposit accounts maintained by the Depositor at the Depository Bank as of the date hereof.
(c) The Depository Bank has not entered into any other control agreement, escrow agreement, blocked account agreement, or similar agreement with any third party with respect to the blocked Account(s), and no other person has "control" (within the meaning of Section 9-104 of the UCC) over the blocked Account(s).
(d) The blocked Account(s) are not, as of the date hereof, subject to any pledge, assignment, security interest, lien, encumbrance, or claim of any person, other than (i) the security interest of the Collateral Agent as described herein and (ii) such interests as are described in Section 2(c) hereof.
(e) The execution, delivery, and performance by the Depository Bank of this Agreement have been duly authorized by all necessary corporate action, and this Agreement constitutes the legal, valid, and binding obligation of the Depository Bank, enforceable against the Depository Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR
The Depositor hereby represents and warrants to the Collateral Agent and the Depository Bank as follows, in each case as of the date hereof:
(a) The Depositor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Depositor's employer identification number is 36-4178552, and its Delaware file number is 5765432.
(b) The Depositor is the sole owner of the blocked Account(s) and all funds on deposit therein, free and clear of all liens, claims, and encumbrances, except for (i) the security interest granted to the Collateral Agent under the Security Agreement and perfected hereunder and (ii) such interests of the Depository Bank as are described in Section 2(c) hereof.
(c) The Depositor has not granted any other security interest in, lien on, or right with respect to the blocked Account(s) or any funds on deposit therein, other than the security interest granted to the Collateral Agent under the Security Agreement.
(d) The execution, delivery, and performance by the Depositor of this Agreement have been duly authorized by all necessary corporate action, and this Agreement constitutes the legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
SECTION 9. INDEMNIFICATION
The Depositor agrees to indemnify and hold harmless the Depository Bank and its directors, officers, employees, agents, and affiliates (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and disbursements) arising out of or in connection with this Agreement or the blocked Account(s), including without limitation any losses arising from the Depository Bank's compliance with Instructions from the Collateral Agent following delivery of an Exclusive Control Notice; provided, however, that the Depositor shall not be obligated to indemnify any Indemnified Party to the extent that such losses, claims, damages, liabilities, costs, or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the Depositor under this Section 9 shall survive the termination of this Agreement.
SECTION 10. LIMITATION OF LIABILITY OF DEPOSITORY BANK
(a) The Depository Bank shall not be liable for any losses, damages, or expenses suffered or incurred by the Depositor or the Collateral Agent as a result of the Depository Bank's compliance with Instructions from the Collateral Agent following delivery of an Exclusive Control Notice, or as a result of the Depository Bank's compliance with Instructions from the Depositor prior to delivery of an Exclusive Control Notice, in each case absent the Depository Bank's gross negligence or willful misconduct.
(b) In no event shall the Depository Bank be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages of any kind, including without limitation lost profits, loss of business, or loss of data, regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and whether or not the Depository Bank has been advised of the possibility of such damages.
SECTION 11. TERMINATION
(a) This Agreement shall terminate upon the earliest to occur of the following:
(i) the delivery by the Collateral Agent of a written notice to the Depository Bank (with a copy to the Depositor) stating that the security interest of the Collateral Agent in the blocked Account(s) has been released and that this Agreement may be terminated;
(ii) the closing of all of the blocked Account(s) in accordance with the Collateral Agent's written instructions; or
(iii) the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments and obligations of the Lenders under the Credit Agreement.
(b) Upon termination of this Agreement in accordance with this Section 11, the Depository Bank shall have no further obligations hereunder, and the Collateral Agent's right to deliver an Exclusive Control Notice and to issue Instructions with respect to the blocked Account(s) shall cease and be of no further force or effect.
(c) Notwithstanding any termination of this Agreement, the provisions of Sections 9, 10, 13, and 17 shall survive such termination and shall continue in full force and effect.
SECTION 12. NOTICES
All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered by hand, by nationally recognized overnight courier service (with proof of delivery), or by electronic mail (with confirmation of receipt or delivery), to the Parties at the following addresses (or at such other address as a Party may specify by written notice to the other Parties):
If to the Depositor:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: Priya Mehta, Vice President, Treasury & Corporate Finance
Email: pmehta@nexfordindustrial.com
with a copy (which shall not constitute notice) to:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Email: dengstrom@nexfordindustrial.com
If to the Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Email: elaine.prescott@crescentharbor.com
If to the Depository Bank:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Agency and Trust Services Division
Email: agencytrust@crescentharbor.com
SECTION 13. GOVERNING LAW; JURISDICTION
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction. To the extent not governed by the laws of the State of New York, the perfection and priority of the security interest in the blocked Account(s) granted hereunder shall be governed by the UCC as in effect in the applicable jurisdiction.
(b) Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court. Each Party hereby irrevocably 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 such action or proceeding in any such court, and any claim that any such action or proceeding has been brought in an inconvenient forum.
(c) 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 ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 14. AMENDMENTS; WAIVERS
No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by any Party from any provision hereof, shall be effective unless it is in writing and signed by each of the Parties hereto, and 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 15. SUCCESSORS AND ASSIGNS
(a) This Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and permitted assigns.
(b) The Collateral Agent may assign its rights and obligations hereunder to a successor collateral agent under the Credit Agreement without the consent of the Depository Bank or the Depositor (other than reasonable prior written notice to the Depository Bank and the Depositor of any such assignment), and upon such assignment, the successor collateral agent shall be deemed to be the "Collateral Agent" for all purposes hereunder.
(c) Neither the Depositor nor the Depository Bank may assign its rights or obligations hereunder without the prior written consent of the Collateral Agent.
SECTION 16. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including any electronic signature complying with the federal ESIGN Act of 2000, the New York Electronic Signatures and Records Act, or other applicable law) shall be effective as delivery of a manually executed counterpart hereof.
SECTION 17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties with respect thereto. There are no representations, warranties, covenants, or other agreements among the Parties relating to the subject matter hereof except as specifically set forth or referred to herein.
SCHEDULE I
TO DEPOSIT ACCOUNT CONTROL AGREEMENT
(Crescent Harbor Bank, N.A. as Depository Bank)
BLOCKED ACCOUNT(S)
SIGNATURE PAGES
TO DEPOSIT ACCOUNT CONTROL AGREEMENT
(Crescent Harbor Bank, N.A. as Depository Bank)
IN WITNESS WHEREOF, the Parties hereto have caused this Deposit Account Control Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
NEXFORD INDUSTRIAL HOLDINGS INC., as Depositor
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
CRESCENT HARBOR BANK, N.A., as Depository Bank
By: ________
Name: Jonathan R. Whitfield
Title: Senior Vice President, Agency and Trust Services
Date: March 28, 2025
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director, Leveraged Finance
Date: March 28, 2025
AGREEMENT B
DEPOSIT ACCOUNT CONTROL AGREEMENT
(Redstone National Bank — Account Ending in -4471)
DEPOSIT ACCOUNT CONTROL AGREEMENT
dated as of March 28, 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., as Depositor,
REDSTONE NATIONAL BANK, as Depository Bank,
and
CRESCENT HARBOR BANK, N.A., as Collateral Agent
DEPOSIT ACCOUNT CONTROL AGREEMENT
This DEPOSIT ACCOUNT CONTROL AGREEMENT (this "Agreement") is made and entered into as of March 28, 2025, by and among:
(a) NEXFORD INDUSTRIAL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Depositor"), with its principal place of business at 1400 Industrial Parkway, Schaumburg, Illinois 60173;
(b) REDSTONE NATIONAL BANK, a national banking association organized and existing under the laws of the United States of America (the "Depository Bank"), with its principal office at 750 Commerce Boulevard, Philadelphia, Pennsylvania 19103; and
(c) CRESCENT HARBOR BANK, N.A., a national banking association organized and existing under the laws of the United States of America, in its capacity as collateral agent (the "Collateral Agent" or "Secured Party") for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below), with offices at 320 Federal Street, Boston, Massachusetts 02110.
The Depositor, the Depository Bank, and the Collateral Agent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, reference is made to that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors from time to time 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, providing for, among other things, a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000, bearing interest at a rate per annum equal to Adjusted Term SOFR plus 400 basis points, with a final maturity date of March 28, 2032;
WHEREAS, reference is further made to that certain Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent, pursuant to which, among other things, the Depositor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the Depositor's assets, including, without limitation, all deposit accounts now owned or hereafter acquired by the Depositor;
WHEREAS, the Depositor maintains a deposit account at the Depository Bank identified by account number ending in -4471, as more particularly described on Schedule I hereto (the "Blocked Account"); and
WHEREAS, this Agreement is being entered into by the Parties in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the blocked Account by establishing "control" by the Collateral Agent over such blocked Account within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York (the "UCC").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
"blocked Account" means the deposit account identified on Schedule I hereto (account number ending in -4471) maintained by the Depositor at the Depository Bank, including all funds held therein from time to time, all interest and other amounts credited thereto, and all proceeds thereof.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Credit Agreement, and its successors and assigns in such capacity.
"Credit Agreement" has the meaning assigned to such term in the Recitals hereto.
"Depositor" means Nexford Industrial Holdings Inc., a Delaware corporation, and its successors and assigns.
"Depository Bank" means Redstone National Bank, in its capacity as the bank at which the blocked Account is maintained, and its successors and assigns in such capacity.
"Entitlement Order" has the meaning assigned to such term in Section 8-102 of the UCC.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Exclusive Control Notice" means a written notice substantially in the form of Exhibit A hereto, delivered by the Collateral Agent to the Depository Bank, instructing the Depository Bank to comply solely with Instructions originated by the Collateral Agent with respect to the blocked Account, without further consent of the Depositor.
"Instructions" means any written instruction, direction, order, or request concerning the blocked Account, including without limitation instructions to transfer, withdraw, or otherwise dispose of funds held in the blocked Account, and any Entitlement Order.
"Secured Obligations" has the meaning assigned to such term in the Security Agreement.
"Secured Parties" has the meaning assigned to such term in the Credit Agreement.
"Security Agreement" has the meaning assigned to such term in the Recitals hereto.
"UCC" means the Uniform Commercial Code as in effect in the State of New York from time to time.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Security Agreement. Unless otherwise specified, references to Sections, Schedules, and Exhibits are references to the Sections of, and Schedules and Exhibits to, this Agreement.
SECTION 2. THE BLOCKED ACCOUNT
(a) The blocked Account is identified on Schedule I hereto. The Depository Bank hereby confirms that it maintains the deposit account listed on Schedule I in the name of the Depositor. The Depository Bank further confirms that the account number, account designation, and other identifying information set forth on Schedule I are true and correct as of the date hereof.
(b) The Depository Bank hereby represents, warrants, and confirms that, as of the date hereof, it has not received any notice of any security interest, lien, encumbrance, or claim of any person in or to the blocked Account or funds on deposit therein, other than (i) the security interest of the Collateral Agent as described herein and (ii) any security interest or banker's lien arising in favor of the Depository Bank as described in clause (c) below.
(c) The Depository Bank hereby agrees that it does not have, and will not assert, any lien on, security interest in, or right of setoff against the blocked Account or any funds on deposit therein, except for (i) the Depository Bank's customary fees, charges, and expenses for maintaining the blocked Account and returned items deposited in the blocked Account, and (ii) any security interest arising under Article 4 of the UCC in connection with items deposited in the blocked Account for collection. To the extent that the Depository Bank has or hereafter acquires any security interest in, lien on, or right of setoff against the blocked Account or any funds held therein (other than the interests described in clauses (i) and (ii) of the preceding sentence), the Depository Bank hereby agrees to subordinate, and does hereby subordinate, such security interest, lien, or right of setoff to the security interest of the Collateral Agent in the blocked Account.
SECTION 3. CONTROL
(a) The Depository Bank hereby agrees that it will comply with all Instructions originated by the Collateral Agent directing the disposition of funds in the blocked Account without further consent of the Depositor. The foregoing agreement of the Depository Bank is intended to, and does, establish "control" by the Collateral Agent over the blocked Account within the meaning of Section 9-104(a)(2) of the UCC.
(b) Prior to the delivery of an Exclusive Control Notice by the Collateral Agent to the Depository Bank, the Depositor may continue to operate the blocked Account in the ordinary course of its business, including without limitation making deposits to, withdrawals from, and transfers from the blocked Account, issuing payment orders with respect to funds in the blocked Account, and otherwise directing the disposition of funds therein, all in accordance with the Depository Bank's standard account agreements and operating procedures applicable to the blocked Account.
(c) Following the delivery of an Exclusive Control Notice by the Collateral Agent to the Depository Bank:
(i) the Depository Bank shall comply solely with Instructions originated by the Collateral Agent with respect to the blocked Account, and shall not be required to obtain any further consent or authorization from the Depositor in connection therewith;
(ii) the Depository Bank shall cease complying with Instructions originated by the Depositor with respect to the blocked Account, and shall have no obligation to act upon any Instructions from the Depositor with respect to the blocked Account; and
(iii) the Depositor shall have no further right to direct the disposition of funds in the blocked Account unless and until the Collateral Agent delivers a written notice to the Depository Bank rescinding the Exclusive Control Notice.
(d) The Collateral Agent hereby represents to the Depository Bank that it will deliver an Exclusive Control Notice to the Depository Bank only upon the occurrence and during the continuance of an Event of Default under the Credit Agreement. The Depository Bank shall be entitled to rely conclusively on any Exclusive Control Notice received from the Collateral Agent and shall have no duty or obligation to inquire into whether an Event of Default has in fact occurred or is continuing.
SECTION 4. DEPOSITOR'S RIGHTS PRIOR TO EXCLUSIVE CONTROL NOTICE
(a) Until such time as the Collateral Agent delivers an Exclusive Control Notice to the Depository Bank, the Depositor shall retain full dominion and control over the blocked Account and shall be entitled to exercise all rights with respect to the blocked Account as if this Agreement had not been entered into, including without limitation the right to make deposits to, withdrawals from, and transfers from the blocked Account, and to issue payment orders and other Instructions with respect to funds in the blocked Account, in each case in the ordinary course of the Depositor's business.