Contract analysis

I. Executive Summary This memorandum summarizes Calderwood & Harkness LLP's review of four Phase I Environmental Site Assessment ("Phase I ESA") reports prepared by Clearwater Environmental Sciences, Inc. ("Clearwater Environmental") in connection with the proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility") being arranged by Crescent Harbor Bank, N.A. ("Crescent Ha

II. Scope of Review and Methodology A. Documents Reviewed Calderwood & Harkness reviewed the final Phase I ESA reports prepared by Clearwater Environmental Sciences, Inc. for each of the four Mortgaged Properties. The four reports are dated between February 10, 2025, and February 18, 2025, and were provided to Calderwood & Harkness by Nexford through Priya Mehta, Vice President, Treasury & Corporate Finance, in respo

III. Summary of Properties Assessed The following table sets forth key identifying information for each of the four Mortgaged Properties covered by the Phase I ESA reports: The aggregate appraised value of the four Mortgaged Properties is $193,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, Lead Appraiser). Ownership and Guarantor Status. Each of the four properties is owned by a

IV. Property-by-Property Phase I ESA Review A. Property 1: 1400 Industrial Parkway, Schaumburg, IL 60173

1. Property Description Property 1 consists of an approximately 42-acre parcel improved with a multi-building manufacturing and office campus totaling approximately 425,000 square feet. The campus includes the primary manufacturing building (approximately 280,000 square feet), a secondary fabrication and assembly building (approximately 85,000 square feet), corporate office space (approximately 40,000 square feet), a

2. Current and Historical Use Current Use. The property is currently used for precision machining, metal fabrication, light assembly, warehousing, and administrative offices. Manufacturing operations involve the use of CNC machining centers, lathes, milling machines, grinding equipment, and related metalworking machinery. Operations consume cutting oils, coolants, lubricants, and cleaning solvents, and generate waste

3. Environmental Database and Records Review The environmental database search conducted by Penrose Solutions ("EDR") on behalf of Clearwater Environmental yielded the following findings relevant to the subject property: (a) The property is not listed on the federal National Priorities List (NPL/Superfund), the RCRA Corrective Action facilities list, the RCRA Treatment, Storage, and Disposal Facility (TSDF) list, or

4. Site Reconnaissance Findings Clearwater Environmental conducted a visual site reconnaissance of the property on February 11, 2025. The site reconnaissance was conducted by Dr. Nathan Foley, Project Manager, and Elena Vasquez, Staff Environmental Scientist. The principal findings of the site reconnaissance are summarized below: Aboveground Storage Tanks ("ASTs"). Two 10,000-gallon ASTs used for cutting fluid storag

5. Findings and Classifications Based on the records review, historical use analysis, site reconnaissance, and interviews conducted as part of the Phase I ESA, Clearwater Environmental reached the following conclusions regarding environmental conditions at the property: Recognized Environmental Conditions ("RECs"): None identified. Controlled Recognized Environmental Conditions ("CRECs"): None identified. Historical

6. Recommendations. Clearwater Environmental does not recommend further investigation (e.g., a Phase II Environmental Site Assessment involving subsurface investigation, soil sampling, or groundwater testing) for this property. The environmental risk profile of the Schaumburg property is consistent with a well-managed industrial manufacturing facility, and no conditions were identified that warrant further investigat

1. Property Description Property 2 consists of an approximately 28-acre parcel improved with a 265,000 square foot manufacturing facility. The facility includes the main manufacturing floor (approximately 195,000 square feet), a heat treating and surface treatment wing (approximately 35,000 square feet), warehouse space (approximately 25,000 square feet), and administrative offices (approximately 10,000 square feet).

2. Current and Historical Use Current Use. The property is currently used for precision machining, grinding, heat treating, and warehousing. Manufacturing operations include the use of CNC machining centers, precision grinding equipment, induction and atmosphere-controlled heat treating furnaces, and related metalworking machinery. The facility uses cutting oils, coolants, lubricants, heat treating salts, and quench

3. Environmental Database and Records Review The environmental database search yielded the following findings relevant to the subject property: (a) The property is listed as a Large Quantity Generator ("LQG") of hazardous waste under RCRA. Current waste streams include waste oils, spent degreasing solvents (non-chlorinated, under current operations), and heat treating salts. The facility maintains a RCRA LQG identifi

4. Site Reconnaissance Findings Clearwater Environmental conducted a visual site reconnaissance of the property on February 8, 2025. The site reconnaissance was conducted by Dr. Nathan Foley, Project Manager, and James Callahan, Senior Environmental Scientist. The principal findings are summarized below: Current Environmental Conditions. No evidence of current releases, active contamination, or new environmental cond

5. Findings and Classifications Recognized Environmental Conditions ("RECs"): None identified. Although the property has a documented history of soil and groundwater contamination from prior metal plating operations, the contamination was fully investigated and remediated under the Illinois EPA VSRP, and the NFR letter was issued in 2003 confirming that remediation was completed to the agency's satisfaction. Clearwat

6. Recommendations. Clearwater Environmental does not recommend a Phase II Environmental Site Assessment for this property. The prior contamination has been thoroughly investigated and remediated, the NFR letter is on file, and the institutional controls and groundwater monitoring program are functioning as intended. No new environmental conditions were identified that would warrant further subsurface investigation.

1. Property Description Property 3 consists of an approximately 35-acre parcel improved with a 310,000 square foot manufacturing and assembly facility. The facility includes the main fabrication and assembly building (approximately 230,000 square feet), a testing and quality control wing (approximately 40,000 square feet), warehouse space (approximately 30,000 square feet), and administrative offices (approximately 1

2. Current and Historical Use Current Use. The property is currently used for metal fabrication, welding (MIG, TIG, and stick welding), mechanical assembly, hydraulic system assembly and testing, and warehousing. Operations involve the use of welding gases, cutting fluids, hydraulic oils, cleaning solvents, and paint and coating materials. Waste streams include waste oils, spent hydraulic fluids, welding waste, and m

3. Environmental Database and Records Review The environmental database search yielded the following findings relevant to the subject property: (a) The property is listed as a Small Quantity Generator ("SQG") of hazardous waste under RCRA. Waste generation is consistent with the fabrication and assembly operations conducted at the facility and is managed through routine hazardous waste procedures. (b) The property is

4. Site Reconnaissance Findings Clearwater Environmental conducted a visual site reconnaissance of the property on February 7, 2025. The site reconnaissance was conducted by Dr. Nathan Foley, Project Manager, and Sarah Kim, Staff Environmental Scientist. The principal findings are summarized below: General Conditions. The facility was well-maintained, and no evidence of environmental releases, spills, or contaminatio

5. Findings and Classifications Recognized Environmental Conditions ("RECs"): None identified. Controlled Recognized Environmental Conditions ("CRECs"): None identified. Historical Recognized Environmental Conditions ("HRECs"): None identified. De Minimis Conditions: Routine industrial operations, including SQG hazardous waste management procedures, were observed to be in compliance with applicable regulations. No co

6. Recommendations. Clearwater Environmental does not recommend any further investigation for this property. The Greenville facility presents the lowest environmental risk profile among the four assessed sites. No RECs, CRECs, HRECs, or material BERs were identified, and the property's historical use (developed on previously undeveloped forested land by a single chain of ownership with consistent operations) further

1. Property Description Property 4 consists of an approximately 18-acre parcel improved with a 175,000 square foot coatings and surface treatment facility. The facility includes the main coatings application building (approximately 100,000 square feet), a surface preparation and blasting building (approximately 35,000 square feet), a quality control laboratory (approximately 10,000 square feet), warehouse and shippin

2. Current and Historical Use Current Use. The property is currently used for industrial coatings application (spray, dip, and electrostatic application methods), surface preparation (abrasive blasting, chemical cleaning), curing (convection and infrared curing ovens), quality control testing (laboratory analysis of coating thickness, adhesion, corrosion resistance), and warehousing. Operations involve the extensive

3. Environmental Database and Records Review The environmental database search yielded the following findings relevant to the subject property and its immediate surroundings: (a) The subject property is listed as a Small Quantity Generator ("SQG") of hazardous waste under RCRA. Waste streams include waste solvents, waste paint and coating materials, and spent blasting media. (b) The adjacent former oil field service

4. Site Reconnaissance Findings Clearwater Environmental conducted a visual site reconnaissance of the property on February 14, 2025. The site reconnaissance was conducted by Dr. Nathan Foley, Project Manager, and Michael Rosen, Senior Environmental Scientist. The principal findings are summarized below: Chemical Storage Area. The facility maintains a dedicated, climate-controlled, fire-rated chemical storage room fo