Extract to table
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Extract to table / board-resolutions-borrower.docx
board-resolutions-borrower.docx
Parties
Nexford Industrial Holdings Inc
General Corp
Harkness LLP
Associates LLP
Whitmore LLP
Secretary Nexford Industrial Holdings Inc
Dates
January 13, 2025
June 14, 2019
March 20, 2020
November 8, 2021
April 15, 2023
September 12, 2024
June 14, 2026
June 14, 2025
March 28, 2032
April 30, 2025
Amounts
$875,000,000
$190,000,000
$250,000,000
$1,400,000,000
$879,375,000
$4,375,000
$335,000,000
$38,625,000
$147,000,000
$3,500,000
Obligations
Designation of Authorized Officers RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" for purposes of these resolutions, and each is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, the Transaction Documents and any and all other documents, instruments, agreements, certificates, notices, consents, approvals, directions, and communications as such Authorized Officer may deem necessary, appropriate, or advisable in connection with the transactions authorized by these resolutions, with full power and authority to bind the Company: Any one of the foregoing Authorized Officers, acting alone and without the joinder of any other officer or director, shall have full power and authority to bind the Company with respect to any and all matters contemplated by these resolutions
Ratification of Prior Actions RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the transactions contemplated by these resolutions, including without limitation (a) the negotiation, execution, and delivery of the commitment letter with Crescent Harbor dated as of February 14, 2025, (b) the negotiation, execution, and delivery of the fee letter with Crescent Harbor dated as of February 18, 2025, (c) the negotiation, execution, and delivery of the mandate letter dated as of January 27, 2025, (d) all communications with potential lenders and syndicate participants, (e) the preparation and distribution of confidential information memoranda and lender presentations, (f) the engagement of advisors and consultants, and (g) all other preliminary actions taken in anticipation of the transactions contemplated hereby, are hereby ratified, confirmed, and approved in all respects, and any such actions shall be deemed to have been taken with the full authority and approval of the Board
General Authority RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute, deliver, acknowledge, file, record, and publish any and all such further documents, instruments, certificates, agreements, filings, notices, consents, approvals, and communications, in the name and on behalf of the Company, as such Authorized Officer may determine, in his or her sole discretion, to be necessary, appropriate, or desirable to fully carry out the intent, purposes, and objectives of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of the determination by such Authorized Officer that such document or action was necessary, appropriate, or desirable, and no further approval, resolution, or authorization of the Board shall be required with respect thereto
This consent may be executed in one or more 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 this consent by facsimile transmission, electronic mail in PDF format, or other electronic transmission shall be equally as effective as delivery of an original executed counterpart