CALDERWOOD & HARKNESS LLP 780 Third Avenue New York, New York 10017

CALDERWOOD & HARKNESS LLP 780 Third Avenue New York, New York 10017
MEMORANDUM PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
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I. Introduction and Purpose
This memorandum has been prepared to track all post-closing deliverables required under that certain Credit Agreement, dated as of January 30, 2026 (the "Signing Date"), among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL"), as Borrower, the Subsidiary Guarantors party thereto (consisting of Whitmore Propulsion Systems, Inc., a Delaware corporation ("WPS"), Whitmore Avionics Holdings LLC, a Delaware limited liability company ("WAH"), Whitmore Defense Solutions, Inc., a Delaware corporation ("WDS"), and Whitmore Precision Machining LLC, a Delaware limited liability company ("WPM," and collectively with WPS, WAH, and WDS, the "Subsidiary Guarantors")), the several financial institutions from time to time party thereto as Lenders (the "Lenders"), and Prescott National Bank, N.A., a national banking association organized under the laws of the United States ("Prescott"), in its capacities as Administrative Agent and Collateral Agent (the "Credit Agreement").
The Credit Agreement provides for a $450,000,000 senior secured revolving credit facility (the "Revolving Facility"), governed by the laws of the State of New York (without regard to conflicts-of-law principles other than Section 5-1401 of the New York General Obligations Law), with a scheduled maturity date of January 30, 2031. The Revolving Facility is secured by a first-priority lien on substantially all assets of WAL and each Subsidiary Guarantor, including, without limitation, the real property interests described herein, personal property (including deposit accounts, inventory, equipment, and receivables), and intellectual property, in each case subject to certain customary exceptions and the Excluded Assets carve-out set forth in the Security Agreement dated as of the Signing Date (the "Security Agreement").
The purpose of this memorandum is to identify each post-closing deliverable that was not delivered at the January 30, 2026 signing, together with (a) the responsible party or parties for each deliverable, (b) the current status of each deliverable as of the date of this memorandum, and (c) the applicable deadlines for completion.
The key dates governing this tracker are as follows:
•  Target Date for Post-Closing Deliverables: February 14, 2026. This is the internal target date established by the deal team for the delivery of all post-closing items. Meeting this date will allow adequate time for review and approval by the Administrative Agent and Agent's counsel prior to the Funding Deadline.
•  Hard Deadline / Funding Deadline (Outside Date for Conditions Precedent): February 28, 2026. Pursuant to Section 4.02 of the Credit Agreement, all conditions precedent to the initial borrowing under the Revolving Facility must be satisfied (or waived by the Required Lenders) on or before this date.
•  Anticipated Initial Draw Date: March 1, 2026. The initial draw under the Revolving Facility is expected to be used to refinance the existing $210,000,000 senior secured term loan dated March 15, 2021, among WAL, the subsidiary guarantors party thereto, the lenders party thereto, and Prescott, as administrative agent (the "Existing Facility"). The estimated payoff amount of the Existing Facility as of March 1, 2026 is $169,312,500, inclusive of accrued and unpaid interest, fees, and expenses.
Failure to satisfy all conditions precedent by the Funding Deadline may result in WAL's inability to make the initial draw under the Revolving Facility and, consequently, WAL's inability to refinance the Existing Facility on the contemplated timeline. Given that the Existing Facility contains a spring maturity provision and an upcoming mandatory prepayment milestone, timely completion of these post-closing deliverables is critical.
This memorandum should be read in conjunction with the comprehensive Conditions Precedent and Closing Checklist maintained by this firm (file reference: closing-checklist.xlsx), which sets forth the full universe of signing and funding conditions. This memorandum focuses solely on those items that were not delivered at the January 30, 2026 signing and that remain outstanding as of the date hereof. Items that were delivered and accepted at signing are not addressed in this memorandum.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.
II. Summary Table of Post-Closing Deliverables
The following table provides a master summary of all post-closing deliverables identified in this memorandum, organized by item number and cross-referenced to the relevant section of this memorandum and the applicable provision of the Credit Agreement. Each item is assigned a status designation as of February 3, 2026, as follows:
•  COMPLETE — Deliverable has been received, reviewed, and accepted by the Administrative Agent or Agent's counsel.
•  IN PROGRESS — Work is underway and the item is expected to be delivered by the applicable deadline.
•  PENDING — Work has not yet commenced or is in a preliminary stage; the item may require additional information or coordination before substantive work can begin.
•  PENDING — ATTENTION REQUIRED — The item is at risk of missing the February 14, 2026 target date and requires immediate follow-up action.
Summary Status Counts (as of February 3, 2026):
III. Final ALTA Title Insurance Policies
The Credit Agreement (Section 4.02(g)) and the related Security Agreement require, as a condition precedent to the initial borrowing under the Revolving Facility, the delivery of final ALTA lender's title insurance policies (or marked-up unconditional commitments to issue the same) for each real property in which the Collateral Agent holds a mortgage or deed of trust lien. The following subsections address each mortgaged property.
III.A. Virginia Property — Herndon, VA (Item No. 1)
Deliverable: Final ALTA lender's title insurance policy (2006 form, or such later form as may be acceptable to the Administrative Agent) for the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (the "Herndon Property").
Mortgagor / Owner: Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 5738291; Employer Identification Number 82-3194567). WAL holds fee simple title to the Herndon Property, which serves as the corporate headquarters and principal office of WAL and includes approximately 85,000 square feet of office and light-assembly space.
Appraised Value: $32,000,000, based on the appraisal report dated December 15, 2025, prepared by Landover Appraisal Group, Inc. in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA).
Insured Amount: The ALTA policy must provide coverage in an amount not less than the appraised value of the Herndon Property ($32,000,000), or such other amount as the Administrative Agent may reasonably require.
Title Company: Keystone National Title Services, LLC (Maria Soto, Title Officer; 901 East Cary Street, Suite 1100, Richmond, Virginia 23219).
Deed of Trust: A Deed of Trust, Security Agreement, and Fixture Filing (the "Virginia Deed of Trust") was executed by WAL at the signing on January 30, 2026 in recordable form for Fairfax County, Virginia. The Virginia Deed of Trust encumbers the Herndon Property in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, and grants a first-priority lien on the Herndon Property, subject only to Permitted Encumbrances (as defined in the Credit Agreement).
Existing Liens to be Released: The Herndon Property is currently subject to an existing mortgage in favor of Prescott National Bank, N.A. (as administrative agent under the Existing Facility), recorded in the land records of Fairfax County, Virginia as Instrument No. 2021-035782 on March 18, 2021 (the "Existing Virginia Mortgage"). The Existing Virginia Mortgage is to be discharged and released upon the payoff of the Existing Facility, which is expected to occur simultaneously with the initial draw under the Revolving Facility on or about March 1, 2026. Keystone has been instructed to prepare the title policy showing the new Virginia Deed of Trust as a first-priority lien, with the Existing Virginia Mortgage to be released at or prior to the issuance of the final policy. Calderwood & Harkness will coordinate with Prescott to obtain the executed discharge and release of the Existing Virginia Mortgage in form suitable for recording.
Requirements for the Title Policy: The ALTA lender's title policy must:
(a) show the Virginia Deed of Trust as a first-priority lien on the Herndon Property, subject only to Permitted Encumbrances as defined in the Credit Agreement;
(b) remove or endorse over all standard printed exceptions, including (i) the survey exception (to be removed upon receipt of the ALTA/NSPS survey described in Section IV.A below), (ii) the mechanics' lien exception (to be removed or endorsed over based on applicable indemnities or an owner's affidavit), and (iii) any gap exception;
(c) include the following endorsements, as applicable and available under Virginia law: survey endorsement (ALTA 25-06 or equivalent), zoning endorsement (ALTA 3.1 or equivalent), access endorsement, tax parcel endorsement, comprehensive endorsement (ALTA 9-06 or equivalent), environmental protection lien endorsement, and such other endorsements as the Administrative Agent may reasonably require; and
(d) be addressed to Prescott National Bank, N.A., as Collateral Agent, as the insured party.
Title Commitment Status: A preliminary title commitment for the Herndon Property was received from Keystone National Title Services on January 28, 2026 (Title Commitment No. KNT-2026-VA-00481). The commitment is currently under review by Calderwood & Harkness and by Agent's counsel, Caldwell Pryor & Shea LLP (Raymond Okafor, Partner, and Jennifer Tsai, Associate). No material title defects have been identified to date based on an initial review, although the final review is pending.
Recording Status: The Virginia Deed of Trust has been submitted to the Clerk of the Circuit Court of Fairfax County, Virginia for recording. As of the date of this memorandum, confirmation of recording has not yet been received. Upon recording, Keystone will be in a position to issue the final ALTA policy.
Responsible Parties:
•  Keystone National Title Services, LLC (Maria Soto) — issuance of the final ALTA policy and coordination of endorsements.
•  Calderwood & Harkness LLP — review and approval of the title commitment and final policy for compliance with Credit Agreement requirements.
•  Caldwell Pryor & Shea LLP (Raymond Okafor / Jennifer Tsai) — review and approval on behalf of the Administrative Agent.
•  WAL in-house legal (Gregory Alston, General Counsel & Secretary) — coordination of site information, owner's affidavits, and related deliverables.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Title commitment received and under review. Final policy pending recording of the Virginia Deed of Trust and receipt of all required endorsements.
III.B. Alabama Property — Huntsville, AL (Item No. 2)
Deliverable: Final ALTA lender's title insurance policy for the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (the "Huntsville Property").
Mortgagor / Owner: Whitmore Propulsion Systems, Inc., a Delaware corporation (Delaware Secretary of State Filing No. 6104873; Employer Identification Number 84-2057831). WPS holds fee simple title to the Huntsville Property, which houses WPS's primary manufacturing facility for turbine and propulsion components. The facility encompasses approximately 145,000 square feet of manufacturing, testing, and office space.
Appraised Value: $28,000,000, based on the appraisal report dated December 18, 2025, prepared by Landover Appraisal Group, Inc. in accordance with USPAP and FIRREA requirements.
Title Company: Keystone National Title Services, LLC (Maria Soto, Title Officer).
Mortgage: A Mortgage, Security Agreement, and Fixture Filing (the "Alabama Mortgage") was executed by WPS at the signing on January 30, 2026 in recordable form for Madison County, Alabama. The Alabama Mortgage encumbers the Huntsville Property in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Existing Liens to be Released: The Huntsville Property is currently subject to an existing mortgage in favor of Prescott National Bank, N.A. (as administrative agent under the Existing Facility), recorded in the real property records of Madison County, Alabama in Book 2021, Page 4417, on March 19, 2021 (the "Existing Alabama Mortgage"). The Existing Alabama Mortgage is to be discharged and released upon the payoff of the Existing Facility, in a manner consistent with the release of the Existing Virginia Mortgage described in Section III.A above.
Requirements for the Title Policy: The requirements for the Alabama title policy are substantially the same as those set forth in Section III.A above for the Herndon Property, modified as necessary to reflect Alabama-specific endorsement forms and requirements. Specifically, the policy must show the Alabama Mortgage as a first-priority lien, subject only to Permitted Encumbrances, and must include survey, zoning, access, and comprehensive endorsements as available under Alabama law.
Title Commitment Status: A preliminary title commitment for the Huntsville Property was received from Keystone National Title Services on January 29, 2026 (Title Commitment No. KNT-2026-AL-00482). The commitment is under review by Calderwood & Harkness and Agent's counsel.
Recording Status: The Alabama Mortgage has been submitted for recording in Madison County, Alabama. Overstreet & Hawkins LLP, our local counsel in Birmingham, Alabama, is coordinating the recording process and will confirm recording upon completion.
Responsible Parties:
•  Keystone National Title Services, LLC (Maria Soto) — issuance of the final ALTA policy.
•  Calderwood & Harkness LLP — review and approval.
•  Overstreet & Hawkins LLP (Birmingham, AL local counsel) — coordination of mortgage recording in Madison County and related Alabama-law matters.
•  Caldwell Pryor & Shea LLP (Raymond Okafor / Jennifer Tsai) — review and approval on behalf of the Administrative Agent.
•  WAL in-house legal (Gregory Alston) — coordination.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Title commitment received and under review. Alabama Mortgage submitted for recording in Madison County.
III.C. Kansas Property — Wichita, KS (Item No. 3)
Deliverable: Final ALTA lender's title insurance policy for the real property located at 4550 North Webb Road, Wichita, Kansas 67226 (the "Wichita Property").
Mortgagor / Owner: Whitmore Precision Machining LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 6587204; Employer Identification Number 86-4502178). WPM holds fee simple title to the Wichita Property, which houses WPM's CNC machining and heat-treatment facility. The facility encompasses approximately 72,000 square feet of manufacturing, heat-treatment, and administrative space.
Appraised Value: $18,000,000, based on the appraisal report dated December 20, 2025, prepared by Landover Appraisal Group, Inc. in accordance with USPAP and FIRREA requirements.
Title Company: Keystone National Title Services, LLC (Maria Soto, Title Officer).
Mortgage: A Mortgage, Security Agreement, and Fixture Filing (the "Kansas Mortgage") was executed by WPM at the signing on January 30, 2026 in recordable form for Sedgwick County, Kansas. The Kansas Mortgage encumbers the Wichita Property in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Existing Liens: Unlike the Herndon Property and the Huntsville Property, the Wichita Property was not collateral under the Existing Facility and is not subject to any existing mortgage lien. Accordingly, no release or discharge of a prior mortgage is required in connection with this property. However, the title commitment (once received) will need to be reviewed to confirm the absence of any other liens, encumbrances, or title defects that could affect the first-priority status of the Kansas Mortgage.
Requirements for the Title Policy: The requirements are substantially the same as those described in Section III.A above, modified as necessary to reflect Kansas-specific endorsement forms and availability. The policy must show the Kansas Mortgage as a first-priority lien, subject only to Permitted Encumbrances.
Title Commitment Status: PENDING — NOT YET RECEIVED. As of the date of this memorandum, Keystone National Title Services has not yet issued a preliminary title commitment for the Wichita Property. This is a critical deliverable that must be obtained promptly in order for the title policy to be issued within the applicable deadlines. Immediate follow-up with Maria Soto at Keystone is required.
Recording Status: The Kansas Mortgage has been prepared for recording in Sedgwick County, Kansas, but has not yet been submitted to the Sedgwick County Register of Deeds. Bartley Predding LLP, our local counsel in Wichita, Kansas, is coordinating the recording process and has confirmed that the Mortgage is in recordable form. Submission for recording should occur promptly upon confirmation of the recording fee amount and any required local documentation.
Responsible Parties:
•  Keystone National Title Services, LLC (Maria Soto) — issuance of the title commitment and final ALTA policy.
•  Calderwood & Harkness LLP — review and approval.
•  Bartley Predding LLP (Wichita, KS local counsel) — coordination of mortgage recording in Sedgwick County and related Kansas-law matters.
•  Caldwell Pryor & Shea LLP (Raymond Okafor / Jennifer Tsai) — review and approval on behalf of the Administrative Agent.
•  WAL in-house legal (Gregory Alston) — coordination.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING — ATTENTION REQUIRED. Title commitment not yet received from Keystone. Mortgage recording in Sedgwick County has been scheduled but not yet submitted. Immediate follow-up with Maria Soto at Keystone and with Bartley Predding LLP is required.
III.D. Note on Mortgage Threshold
For reference, the Credit Agreement (Section 6.14) requires the execution and delivery of a mortgage or deed of trust with respect to any Mortgaged Property (as defined therein) having an appraised value in excess of $5,000,000. All three properties identified above exceed this threshold by a significant margin (Virginia: $32,000,000; Alabama: $28,000,000; Kansas: $18,000,000), and accordingly, all three properties are properly included within the scope of the mortgage and title insurance requirements.
IV. As-Built Surveys
The Credit Agreement (Section 4.02(g)) requires the delivery of current ALTA/NSPS surveys for each Mortgaged Property as a condition precedent to the initial borrowing. The surveys are also needed to support the removal of the standard survey exception from each ALTA title policy and to permit the issuance of survey-related endorsements. The following subsections address the survey status for each mortgaged property.
IV.A. Virginia Property — Herndon, VA (Item No. 4)
Deliverable: Current ALTA/NSPS Land Title Survey of the Herndon Property (2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170).
Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Virginia surveyor to prepare the ALTA/NSPS survey. The identity of the third-party surveyor will be confirmed upon receipt of Keystone's confirmation.
Requirements: The survey must comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as jointly established by the American Land Title Association and the National Society of Professional Surveyors, Inc. The survey must be certified to WAL (as owner), Prescott National Bank, N.A. (as Collateral Agent), and Keystone National Title Services, LLC (as the title insurance company). The survey must depict all improvements, easements, encroachments, rights-of-way, setback lines, boundary lines, access points, parking areas, and flood zone designations, together with such additional items ("Table A" optional survey responsibilities) as the Administrative Agent may reasonably require.
Responsible Parties: Keystone National Title Services, LLC (surveyor coordination); WAL (Gregory Alston — site access arrangements).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Survey has been ordered by Keystone. Site visit by the surveyor is scheduled for the week of February 10, 2026. Assuming the site visit proceeds as scheduled, delivery of the draft survey is expected shortly thereafter, with the final survey to follow upon resolution of any comments from C&H and Agent's counsel.
IV.B. Alabama Property — Huntsville, AL (Item No. 5)
Deliverable: Current ALTA/NSPS Land Title Survey of the Huntsville Property (7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808).
Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Alabama surveyor.
Note on Facility Security Clearance: WPS operates at the Huntsville site under an active facility security clearance for certain classified Department of Defense ("DoD") programs. Surveyor access to portions of the facility may require coordination with WDS security personnel, who manage the facility security clearance program across the Whitmore enterprise from the Herndon headquarters. Gregory Alston, as WAL's General Counsel, has been asked to confirm the access protocol and any restrictions that may apply to the surveyor's site inspection. To the extent that certain classified areas of the facility are inaccessible to the surveyor, the survey may need to include appropriate notations, and the title company and Administrative Agent will need to be consulted regarding the acceptability of any resulting limitations on the survey coverage.
Requirements: Same as described in Section IV.A above, with appropriate certification to WPS (as owner), Prescott National Bank, N.A. (as Collateral Agent), and Keystone.
Responsible Parties: Keystone National Title Services, LLC (surveyor coordination); WPS / WAL (Gregory Alston — site access and security clearance coordination).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Survey has been ordered by Keystone. Site access confirmation is pending from Gregory Alston due to the facility security clearance considerations described above.
IV.C. Kansas Property — Wichita, KS (Item No. 6)
Deliverable: Current ALTA/NSPS Land Title Survey of the Wichita Property (4550 North Webb Road, Wichita, Kansas 67226).
Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Kansas surveyor.
Requirements: Same as described in Section IV.A above, with appropriate certification to WPM (as owner), Prescott National Bank, N.A. (as Collateral Agent), and Keystone.
Responsible Parties: Keystone National Title Services, LLC (surveyor coordination); WPM / WAL (site access).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Survey has been ordered by Keystone. Surveyor engagement has been confirmed. No site access issues are anticipated at the Wichita Property. This item is tracking on schedule.
V. Phase I Environmental Site Assessments
V.A. Overview
The Credit Agreement (Section 4.02(h)) requires the delivery of Phase I Environmental Site Assessments ("Phase I ESAs") for each Mortgaged Property as a condition precedent to the initial borrowing. The Phase I ESAs have been engaged by the Administrative Agent in accordance with standard diligence requirements for secured lending transactions.
Environmental Consultant: Creston Environmental Sciences, Inc., 3200 Spring Forest Road, Suite 200, Raleigh, North Carolina 27616 (the "Environmental Consultant"). Creston was retained by Prescott National Bank, N.A. (as Administrative Agent) to perform the Phase I ESAs for all three Mortgaged Properties.
Standard: Each Phase I ESA must comply with ASTM E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, as published by ASTM International, in order to qualify for the innocent landowner defense, contiguous property owner defense, and bona fide prospective purchaser defense under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., as well as to satisfy the Administrative Agent's diligence requirements.
Oversight: Victoria Engstrom, Managing Director, Leveraged Finance, at Prescott National Bank, N.A., is overseeing the Phase I ESA process on behalf of the Administrative Agent.
V.B. Virginia Property — Herndon, VA (Item No. 7)
Deliverable: Phase I Environmental Site Assessment for the Herndon Property (2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170).
Scope: The Phase I ESA covers the WAL headquarters and principal office property, including all improvements, surrounding grounds, and adjacent areas within the customary scope of an ASTM E1527-21 assessment.
Nature of Operations: The Herndon Property is primarily used for corporate offices and light assembly operations. The environmental risk profile for this property is considered lower relative to the Huntsville and Wichita properties, given the absence of heavy manufacturing, chemical processing, or significant hazardous materials storage at this location. However, the Phase I ESA will include a review of historical uses of the property, regulatory database searches (including EPA, VDEQ, and other state and federal databases), and a site reconnaissance to identify any recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs").
Responsible Parties: Creston Environmental Sciences, Inc. (performance of the Phase I ESA and preparation of the report); Prescott National Bank, N.A. / Victoria Engstrom (oversight and review on behalf of the Administrative Agent); WAL / Gregory Alston (site access, provision of historical records, and coordination with Creston's field personnel).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. The site inspection for the Herndon Property was completed by Creston on January 27, 2026. The draft Phase I ESA report is currently under preparation by Creston. Based on communications with Creston, the draft report is expected to be delivered for review during the week of February 10, 2026.
V.C. Alabama Property — Huntsville, AL (Item No. 8)
Deliverable: Phase I Environmental Site Assessment for the Huntsville Property (7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808).
Scope: The Phase I ESA covers the WPS manufacturing facility at the Huntsville Property, including all manufacturing buildings, testing areas, storage facilities, loading docks, and surrounding grounds.
Nature of Operations: The Huntsville Property is a heavy manufacturing facility engaged in the fabrication of turbine and propulsion components for commercial and defense aerospace applications. The manufacturing processes at this site involve the use of solvents, lubricants, cutting fluids, and other hazardous materials, and the facility has historically stored and used chemicals that are regulated under RCRA, CERCLA, and the Alabama Hazardous Waste Management Act. The environmental risk profile for this property is elevated relative to the Herndon Property, and the Phase I ESA will include a detailed review of hazardous materials management practices, regulatory compliance history, and any known contamination events.
Security Clearance Consideration: The Huntsville Property operates under an active facility security clearance for certain classified DoD programs administered by WDS. Access to certain portions of the facility by Creston's field personnel may be restricted due to classified program requirements. Gregory Alston has been asked to coordinate with WDS security personnel to determine the extent of any access restrictions and to facilitate Creston's inspection to the greatest extent practicable within applicable security constraints. To the extent that certain classified areas of the facility cannot be inspected by Creston, the Phase I ESA report will include appropriate scope limitations and data gaps, and C&H and Agent's counsel will need to evaluate whether such limitations are acceptable to the Administrative Agent.
Responsible Parties: Creston Environmental Sciences, Inc. (performance and report preparation); Prescott National Bank, N.A. / Victoria Engstrom (oversight); WPS / WAL / Gregory Alston (site access, security clearance coordination, and provision of historical records).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. The site inspection for the Huntsville Property was completed by Creston on January 29, 2026. The draft Phase I ESA report is under preparation by Creston. Creston has indicated that no significant access restrictions were encountered during the site visit, although certain areas were observed only from the exterior. The draft report is expected during the week of February 10, 2026.
V.D. Kansas Property — Wichita, KS (Item No. 9)
Deliverable: Phase I Environmental Site Assessment for the Wichita Property (4550 North Webb Road, Wichita, Kansas 67226).
Scope: The Phase I ESA covers the WPM CNC machining and heat-treatment facility at the Wichita Property, including all manufacturing buildings, heat-treatment ovens, coolant systems, waste storage areas, and surrounding grounds.
Nature of Operations: The Wichita Property is a precision manufacturing facility engaged in CNC machining and heat treatment of aerospace-grade metal components. The operations at this site involve the use of cutting fluids, quenching oils, metal-treating compounds, and other industrial chemicals. Heat-treatment operations may involve the use of atmospheres containing hydrogen, nitrogen, or other controlled gases. The environmental risk profile for this property is elevated due to the potential for soil and groundwater contamination from historical and ongoing use of cutting fluids, quenching oils, and related industrial chemicals. The Phase I ESA will include a thorough review of the facility's environmental compliance history, waste management practices, underground storage tank records (if any), and regulatory database searches.
Responsible Parties: Creston Environmental Sciences, Inc. (performance and report preparation); Prescott National Bank, N.A. / Victoria Engstrom (oversight); WPM / WAL / Gregory Alston (site access and provision of historical records).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. The site inspection for the Wichita Property has not yet been conducted. Creston has scheduled the site visit for the week of February 10, 2026. Given the tight timeline between the scheduled site visit and the February 14 target date, it is unlikely that the draft Phase I ESA report for the Wichita Property will be available by the target date. However, Creston has confirmed that the final report can be delivered well in advance of the February 28, 2026 Hard Deadline, assuming the site visit proceeds as scheduled and no significant delays or complications arise during the inspection.
VI. Deposit Account Control Agreements (DACAs)
VI.A. Overview
The Security Agreement (Section 5.03) requires WAL and each Subsidiary Guarantor to execute and deliver deposit account control agreements ("DACAs") for all deposit accounts maintained by such entities, in each case granting Prescott National Bank, N.A. (as Collateral Agent) "control" over such deposit accounts within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the applicable jurisdiction. Perfection of the Collateral Agent's security interest in deposit accounts is achieved through control, and accordingly, the DACAs are essential to ensuring the first-priority perfected status of the Collateral Agent's lien on the Loan Parties' deposit account assets.
Each DACA must be executed by three parties: (a) the account holder (WAL or the applicable Subsidiary Guarantor), (b) the depository bank at which the account is maintained, and (c) Prescott National Bank, N.A., as Collateral Agent. The DACA must provide the Collateral Agent with the right, upon the delivery of a notice of exclusive control (following an Event of Default), to direct the disposition of funds in the account without further consent of the account holder.
Calderwood & Harkness has circulated the Administrative Agent's standard form of DACA to WAL's in-house legal team (Gregory Alston) and finance team (Sandra Petrova, CFO) for review. As a threshold matter, C&H has requested that Sandra Petrova provide a complete listing of all deposit accounts maintained by WAL and each Subsidiary Guarantor, including the name and address of each depository institution, account numbers, and account types.
VI.B. WAL Operating Accounts (Item No. 10)
Account Holder: Whitmore Aerospace LLC.
Depository Institution: Prescott National Bank, N.A. is the primary depository institution for WAL's operating accounts. Because Prescott serves simultaneously as the depository bank and as the Collateral Agent under the Credit Agreement, control over deposit accounts held at Prescott may be achieved either (a) by operation of law, since the depository bank and the secured party are one and the same (see UCC § 9-104(a)(1), providing that a secured party has control if the secured party is the bank with which the deposit account is maintained), or (b) by means of an internal tri-party agreement among WAL, Prescott (in its capacity as depository bank), and Prescott (in its capacity as Collateral Agent), depending on Prescott's internal procedures and requirements. Victoria Engstrom at Prescott should be consulted to confirm the preferred approach.
Additional Accounts: WAL may maintain deposit accounts at institutions other than Prescott. Sandra Petrova has been requested to provide a complete listing of all WAL deposit accounts, including any accounts at other depository institutions. If WAL maintains accounts at banks other than Prescott, separate DACAs will need to be negotiated and executed with each such depository institution, which may require additional time and coordination.
Responsible Parties: WAL (Sandra Petrova / Gregory Alston) — provision of account information and execution of DACAs; Calderwood & Harkness LLP — preparation and review of DACA documentation; Prescott National Bank, N.A. — execution as Collateral Agent (and potentially as depository bank).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Standard DACA forms have been circulated to WAL. Awaiting confirmation from Sandra Petrova of the complete account listing for WAL and identification of all depository institutions. Follow-up is required.
VI.C. WPS Operating Accounts (Item No. 11)
Account Holder: Whitmore Propulsion Systems, Inc.
Depository Institution(s): To be confirmed. Account information has been requested from WAL (Sandra Petrova / Gregory Alston).
Responsible Parties: WPS / WAL — provision of account information and execution; C&H — documentation; depository bank(s) — to be determined; Prescott — execution as Collateral Agent.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Account information requested from WAL. No response received as of the date of this memorandum.
VI.D. WAH Operating Accounts (Item No. 12)
Account Holder: Whitmore Avionics Holdings LLC.
Nature of Entity: WAH is an intellectual property holding company that holds patents and licenses relating to avionics systems. WAH may have limited operating accounts, as it is not an operating entity and does not generate significant independent revenues apart from intercompany license fees and royalties. However, to the extent that WAH maintains any deposit accounts, DACAs will be required.
Depository Institution(s): To be confirmed. Account information has been requested from WAL.
Responsible Parties: WAH / WAL — provision of account information and execution; C&H — documentation; depository bank(s) — to be determined; Prescott — execution as Collateral Agent.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Account information requested from WAL. No response received as of the date of this memorandum.
VI.E. WDS Operating Accounts (Item No. 13)
Account Holder: Whitmore Defense Solutions, Inc.
Nature of Entity and Special Considerations: WDS is the Whitmore enterprise's defense-focused subsidiary, engaged in the performance of classified and unclassified contracts for the U.S. Department of Defense and other government agencies. Certain WDS deposit accounts may hold proceeds from classified DoD contracts that are subject to the Assignment of Claims Act, 31 U.S.C. § 3727, and the Federal Acquisition Regulation (FAR) 32.800 et seq.
The Assignment of Claims Act restricts the assignment of claims against the United States and, in certain circumstances, restricts the assignment of proceeds of government contracts except to a financial institution pursuant to a compliant assignment. To the extent that WDS deposit accounts hold only classified contract receivables or proceeds from contracts subject to the Assignment of Claims Act, such accounts (or the receivables deposited therein) may fall within the "Excluded Assets" carve-out under Section 1.01 of the Security Agreement, which excludes from the Collateral, among other things, any asset to the extent that the grant of a security interest therein would violate applicable law or the terms of a contract or permit that is not overridden by the UCC.
Calderwood & Harkness must conduct a careful analysis of the WDS deposit accounts to determine:
(a) which accounts, if any, hold proceeds exclusively from contracts subject to the Assignment of Claims Act;
(b) whether the Excluded Assets carve-out applies to such accounts or only to the underlying receivables;
(c) whether any Assignment of Claims Act notices have been filed with the applicable government contracting officers in connection with the Existing Facility (and, if so, whether such assignments must be updated or replaced in connection with the Revolving Facility); and
(d) whether WDS can reasonably segregate contract proceeds subject to the Assignment of Claims Act from other funds, such that DACAs can be obtained for accounts holding non-restricted funds.
This analysis should be coordinated with Philip Hartmann, who has experience with defense contractor financing structures, and with Gregory Alston, who can provide information regarding the specific contracts and the structure of WDS's deposit account arrangements.
Responsible Parties: WDS / WAL (Gregory Alston) — provision of account information, contract information, and existing Assignment of Claims Act notices; Calderwood & Harkness LLP (Philip Hartmann / Lisa Morrow) — legal analysis; depository bank(s) — to be determined; Prescott — execution as Collateral Agent.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING — ATTENTION REQUIRED. Account information requested from WAL. Assignment of Claims Act analysis in progress. This item requires priority attention due to the legal complexity involved.
VI.F. WPM Operating Accounts (Item No. 14)
Account Holder: Whitmore Precision Machining LLC.
Depository Institution(s): To be confirmed. Account information has been requested from WAL.
Responsible Parties: WPM / WAL — provision of account information and execution; C&H — documentation; depository bank(s) — to be determined; Prescott — execution as Collateral Agent.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Account information requested from WAL. No response received as of the date of this memorandum.
VI.G. Securities Account Control Agreements (Item No. 15)
Deliverable: Control agreements for any securities accounts (within the meaning of UCC § 8-501) maintained by WAL or any Subsidiary Guarantor. To the extent that any Loan Party maintains securities accounts (e.g., brokerage accounts, money market accounts classified as securities accounts, or investment accounts), a securities account control agreement ("SACA") must be executed among the account holder, the securities intermediary, and Prescott (as Collateral Agent) to perfect the Collateral Agent's security interest in such securities accounts and the financial assets and security entitlements credited thereto.
Responsible Parties: WAL (Sandra Petrova) — confirmation of whether any securities accounts are maintained by WAL or any Subsidiary Guarantor; Calderwood & Harkness LLP — preparation of SACAs, if applicable.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Sandra Petrova has been asked to confirm whether any securities accounts are maintained by WAL or any Subsidiary Guarantor. No response received as of the date of this memorandum.
VII. Insurance Endorsements
VII.A. Overview
The Credit Agreement (Sections 4.02(i) and 6.06) requires WAL and each Subsidiary Guarantor to maintain insurance in accordance with the insurance requirements schedule attached to the Credit Agreement as Schedule 6.06. As a condition precedent to the initial borrowing, WAL must deliver evidence that all required insurance is in full force and effect and that all required endorsements have been obtained.
Specifically, the Credit Agreement requires the following endorsement structure:
(a) Property Insurance: All property insurance policies covering the Mortgaged Properties (and, to the extent applicable, personal property collateral) must name Prescott National Bank, N.A. (as Collateral Agent) as additional insured and loss payee (or mortgagee, as applicable for real property coverage) pursuant to a standard lender's loss payable endorsement (ISO form CP 12 18 or equivalent).
(b) Liability Insurance: All commercial general liability insurance policies must name Prescott National Bank, N.A. (as Collateral Agent) as an additional insured.
(c) Other Policies: Umbrella/excess liability, business interruption, and other specified policies must include endorsements naming Prescott as additional insured, to the extent required by Schedule 6.06.
VII.B. Insurance Broker Coordination
Broker: Falconer Risk Advisors, Inc. (Daniel Herrera, Account Executive; 1700 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103). Falconer serves as the insurance broker for the Whitmore enterprise and is responsible for coordinating with the applicable insurance carriers to obtain all required endorsements and certificates of insurance.
Scope of Endorsements Required: The following endorsements and evidence of coverage are required:
(a) Property / casualty policies covering all three Mortgaged Properties (Herndon, VA; Huntsville, AL; Wichita, KS) — standard mortgagee or lender's loss payable endorsements naming Prescott National Bank, N.A. (as Collateral Agent) as loss payee / mortgagee, as applicable.
(b) Commercial general liability policy — additional insured endorsement naming Prescott National Bank, N.A. (as Collateral Agent).
(c) Business interruption / business income coverage — additional insured endorsement, to the extent required by Schedule 6.06.
(d) Workers' compensation / employer's liability — evidence of coverage by certificate of insurance. No endorsement is typically required for workers' compensation coverage, but a certificate evidencing the policy limits and confirming compliance with applicable state workers' compensation laws is needed.
(e) Umbrella / excess liability policy — additional insured endorsement naming Prescott National Bank, N.A. (as Collateral Agent).
(f) Directors' and officers' ("D&O") liability / professional liability — as applicable and to the extent required by Schedule 6.06.
VII.C. Specific Endorsement Requirements by Property
The property-specific loss payable / mortgagee endorsements must reference the specific Mortgaged Property covered and must name Prescott National Bank, N.A., as Collateral Agent, as the loss payee or mortgagee, as follows:
•  Virginia Property (Herndon): Property insurance loss payable / mortgagee endorsement for the property at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. The endorsement must reference the Virginia Deed of Trust and name Prescott National Bank, N.A. (as Collateral Agent for the benefit of the Secured Parties) as mortgagee / loss payee.
•  Alabama Property (Huntsville): Property insurance loss payable / mortgagee endorsement for the property at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808. The endorsement must reference the Alabama Mortgage and name Prescott as mortgagee / loss payee.
•  Kansas Property (Wichita): Property insurance loss payable / mortgagee endorsement for the property at 4550 North Webb Road, Wichita, Kansas 67226. The endorsement must reference the Kansas Mortgage and name Prescott as mortgagee / loss payee.
VII.D. Deliverables (Item No. 16)
The specific insurance deliverables required include:
(a) Certificates of insurance (ACORD 25 and/or ACORD 28 forms, as applicable) reflecting all required coverages, policy limits, carriers, and endorsements.
(b) Copies of actual endorsements issued by the insurance carriers, including mortgagee / loss payable endorsements, additional insured endorsements, and any other endorsements required by Schedule 6.06 of the Credit Agreement.
(c) Evidence that all required policies are in full force and effect, with premiums paid current through the applicable policy period.
Responsible Parties:
•  Falconer Risk Advisors, Inc. (Daniel Herrera) — coordination with insurance carriers to obtain endorsements and certificates.
•  WAL (Sandra Petrova / Gregory Alston) — instruction to broker and approval of endorsement language.
•  Calderwood & Harkness LLP — review of certificates and endorsements for compliance with Credit Agreement and Schedule 6.06 requirements.
•  Prescott National Bank, N.A. / Caldwell Pryor & Shea LLP — approval of endorsements on behalf of the Administrative Agent / Collateral Agent.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: IN PROGRESS. Daniel Herrera at Falconer Risk Advisors has been instructed by WAL and has commenced coordination with the applicable insurance carriers. Initial ACORD certificates are expected to be delivered during the week of February 10, 2026. Copies of the actual carrier-issued endorsements may follow shortly thereafter, depending on carrier processing times.
VIII. Intellectual Property Security Agreement Filings
VIII.A. Overview
The Security Agreement grants Prescott National Bank, N.A. (as Collateral Agent) a security interest in all intellectual property of WAL and each Subsidiary Guarantor, including, without limitation, all patents and patent applications, trademarks, service marks, trade names, and trademark applications and registrations, copyrights and copyright registrations, trade secrets, proprietary technology, and all proceeds thereof (collectively, the "IP Collateral"). While UCC financing statements have been filed with the Delaware Secretary of State to perfect the security interest in the IP Collateral generally, additional filings are required with the United States Patent and Trademark Office ("USPTO") and, if applicable, the United States Copyright Office to perfect the security interest in registered patents, trademarks, and copyrights.
Specifically, under 35 U.S.C. § 261 (patents) and 15 U.S.C. § 1060 (trademarks), an assignment (including a security interest assignment) must be recorded with the USPTO to be effective against subsequent purchasers or mortgagees for valuable consideration. Similarly, under 17 U.S.C. § 205 (copyrights), a security interest in a registered copyright must be recorded with the U.S. Copyright Office to constitute constructive notice and to achieve priority against subsequent transferees.
VIII.B. Relevant Entities
The following entities within the Whitmore enterprise hold or may hold registered intellectual property:
Whitmore Avionics Holdings LLC (WAH): WAH is the primary intellectual property holding subsidiary within the Whitmore enterprise. WAH holds patents and exclusive licenses relating to avionics systems, flight control software, and related technologies. WAH is a Delaware limited liability company (Delaware Secretary of State Filing No. 6329017; Employer Identification Number 85-6723901), headquartered care of WAL at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. WAH is expected to be the entity with the largest registered IP portfolio among the Loan Parties.
Whitmore Aerospace LLC (WAL): WAL may hold additional patents, trademarks, and trade names relating to the "Whitmore" brand, the Whitmore corporate identity, and certain aerospace manufacturing processes and technologies developed at the corporate level.
WPS, WDS, and WPM: Each of these subsidiaries may hold subsidiary-level intellectual property registrations, including patents for proprietary manufacturing processes, trademarks for product lines, or copyrights for technical publications and software. Gregory Alston has been requested to confirm whether any of these subsidiaries hold registered intellectual property with the USPTO or the U.S. Copyright Office.
VIII.C. Deliverables (Item No. 17)
The intellectual property perfection deliverables include:
(a) USPTO Filings: Recordation of the Security Agreement (or, more commonly, a short-form intellectual property security agreement specifically tailored for USPTO recording purposes) with the USPTO Assignment Division for all registered patents and patent applications and all registered trademarks and trademark applications held by WAL, WAH, and any other Subsidiary Guarantor with registered patents or trademarks. The short-form IP security agreement will identify by registration or application number each patent and trademark subject to the security interest and will name Prescott National Bank, N.A. (as Collateral Agent) as the secured party.
(b) U.S. Copyright Office Filings: To the extent that WAL, WAH, or any other Subsidiary Guarantor holds registered copyrights with the U.S. Copyright Office, a short-form copyright security agreement (or the Security Agreement itself, if in recordable form) must be recorded with the Copyright Office. Gregory Alston has been asked to confirm whether any such registered copyrights exist.
(c) Complete IP Schedule: A complete schedule of all registered and material unregistered intellectual property of WAL and each Subsidiary Guarantor, including patent numbers, trademark registration numbers, copyright registration numbers, application numbers, filing dates, jurisdictions, and a brief description of each item. This schedule is necessary both for preparation of the short-form IP security agreement and for attachment to the Security Agreement as an exhibit. Gregory Alston has been asked to compile and provide this schedule.
Responsible Parties:
•  Calderwood & Harkness LLP — preparation of the short-form IP security agreement(s) and coordination of the USPTO and Copyright Office filings.
•  WAL (Gregory Alston) — provision of the complete IP schedule and confirmation of all registered intellectual property across the Whitmore enterprise.
•  Prescott National Bank, N.A. — named as secured party / Collateral Agent in all filings.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Calderwood & Harkness has requested a complete IP schedule from Gregory Alston. As of the date of this memorandum, the IP schedule has not yet been received. Preparation of the short-form IP security agreement will commence promptly upon receipt of the IP schedule. Given that the USPTO and Copyright Office filings can be completed relatively quickly once the documentation is prepared, this item is expected to be achievable within the applicable deadlines, provided that the IP schedule is received no later than February 7, 2026.
IX. Additional Post-Closing Items
IX.A. Flood Certificates / Determinations (Item No. 18)
Deliverable: Standard flood hazard determination forms (FEMA Standard Flood Hazard Determination Form, or equivalent) for each Mortgaged Property (Herndon, VA; Huntsville, AL; and Wichita, KS).
Requirement: Pursuant to the National Flood Insurance Act of 1968, as amended, and the Flood Disaster Protection Act of 1973, as amended (collectively, the "Flood Laws"), and the regulations promulgated thereunder by the federal banking regulators, the Administrative Agent is required to determine whether any Mortgaged Property is located in a Special Flood Hazard Area ("SFHA") as designated by the Federal Emergency Management Agency ("FEMA") on the applicable Flood Insurance Rate Map ("FIRM"). If any Mortgaged Property is determined to be located in an SFHA, the applicable Loan Party must obtain flood insurance in an amount and from an insurer satisfactory to the Administrative Agent, in compliance with the Flood Laws and the Credit Agreement.
Responsible Parties: Keystone National Title Services, LLC (ordering and delivering flood hazard determinations from a qualified flood zone determination provider); Falconer Risk Advisors, Inc. (Daniel Herrera — procurement of flood insurance, if required based on the flood determinations).
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. Flood hazard determinations have been ordered for all three Mortgaged Properties through Keystone National Title Services. Results are expected during the week of February 10, 2026. Based on a preliminary review of the FEMA FIRM maps for the relevant areas, none of the three properties appears to be located in an SFHA (Zone A or Zone V), but this will be confirmed by the formal flood hazard determination.
IX.B. Landlord Waivers / Consents — Leased Locations (Item No. 19)
Deliverable: Landlord waivers, access agreements, or consents for any leased locations at which WAL or any Subsidiary Guarantor maintains material personal property collateral (including inventory, equipment, or fixtures).
Background: The three Mortgaged Properties described in this memorandum are owned real property. However, WAL or one or more Subsidiary Guarantors may lease additional premises at which material collateral is located. To the extent that the Security Agreement grants a security interest in personal property located at leased premises, the Collateral Agent's ability to exercise remedies with respect to such collateral (including the right to enter the premises to inspect, take possession of, or foreclose upon the collateral) may be impaired unless a landlord waiver or consent is obtained from the applicable landlord.
Note on Excluded Assets: The Security Agreement provides that leasehold interests with respect to which the applicable landlord has not provided a consent or waiver after commercially reasonable efforts by the applicable Loan Party to obtain such consent or waiver shall constitute Excluded Assets and shall not be subject to the security interest granted thereunder. Accordingly, the failure to obtain a landlord waiver does not itself constitute a breach of the Security Agreement; rather, the affected assets are simply excluded from the Collateral.
Gregory Alston has been asked to confirm whether WAL or any Subsidiary Guarantor maintains material inventory, equipment, or other personal property collateral at any leased premises and, if so, to identify the applicable landlords and lease terms.
Responsible Parties: WAL (Gregory Alston) — identification of leased premises and material collateral locations; Calderwood & Harkness LLP — drafting and negotiation of landlord waivers; applicable landlords — execution.
Target Date: February 14, 2026.
Hard Deadline: February 28, 2026.
Status: PENDING. WAL has been asked to confirm whether any leased locations hold material collateral requiring landlord waivers. No response has been received as of the date of this memorandum.
IX.C. Auditor Comfort / Financial Deliverables (Item No. 20)
Deliverable: Delivery of audited consolidated financial statements of WAL and its subsidiaries for the fiscal year ended December 31, 2025 ("FY2025"), prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), accompanied by an unqualified opinion of WAL's independent registered public accounting firm.
Auditor: Grayson Tidwell & Associates LLP (Catherine Llewellyn, CPA, Engagement Partner; 8300 Greensboro Drive, Suite 400, McLean, Virginia 22102).
Note on Timing: The FY2025 audited financial statements are unlikely to be available by the February 28, 2026 Funding Deadline, as the audit is still in progress and the customary timeline for completion of annual audit procedures and the issuance of the auditor's report extends into late March 2026. However, this item is not believed to be a condition precedent to the initial borrowing under the Revolving Facility. Section 6.01(a) of the Credit Agreement requires delivery of the annual audited financial statements within ninety (90) days after the end of each fiscal year (i.e., by March 31, 2026 for FY2025). To the extent that the FY2025 financials were not available at signing and are not required as a condition to the initial draw, this item constitutes a post-closing covenant deliverable rather than a condition precedent.
Action Required: Calderwood & Harkness should confirm, by reference to the specific language of Sections 4.01, 4.02, and 6.01 of the Credit Agreement, that delivery of the FY2025 audited financial statements is not a condition precedent to the initial borrowing and that the March 31, 2026 deadline under the financial reporting covenant applies. This confirmation should be documented in this tracker.
Responsible Parties: WAL (Sandra Petrova) — coordination with the auditor and delivery of the audited financial statements upon completion; Grayson Tidwell & Associates LLP (Catherine Llewellyn) — completion of the FY2025 audit and issuance of the auditor's report.
Target Date / Deadline: March 31, 2026 (per Section 6.01(a) of the Credit Agreement).
Status: IN PROGRESS. FY2025 audit is in progress. Based on communications with Sandra Petrova, the audited financial statements are expected to be completed and delivered in late March 2026. This item is not a condition precedent to the initial borrowing — to be confirmed per the note above.
X. Status Summary and Risk Assessment
X.A. Items on Track (Expected by February 14, 2026 Target Date)
Based on the information available as of February 3, 2026, the following items are on track for delivery by the February 14, 2026 internal target date, subject to the completion of ongoing work and the absence of unforeseen complications:
1.  Item 1 — VA Title Policy: Title commitment received and under review by C&H and Agent's counsel. Virginia Deed of Trust submitted for recording in Fairfax C