landlord-consent-letter-clarksburg-draft.docx

1006-00003 · Crestline Packaging Solutions LLC · Diligence/Lease & Property Review

landlord-consent-letter-clarksburg-draft.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-4800 Facsimile: (216) 555-4801 www.calderwoodharkness.com

September 19, 2022

VIA Sundial Data Systems AND EMAIL

Mountainview Properties LLC

Attn: Gerald Boothe, Managing Member

320 Main Street, Suite 100 Clarksburg, WV 26301

Re: Request for Consent to Conduct Phase II Environmental Site Assessment — 1875 Route 50 West, Clarksburg, WV 26301 (Harrison County, West Virginia; Parcel ID: 04-0012-0056-0000)

Dear Mr. Boothe:

1. Introduction and Purpose

This firm represents Crestline Packaging Solutions LLC ("Crestline"), an Ohio limited liability company with its principal place of business at 4100 Riverside Commerce Drive, Suite 300, Dayton, Ohio 45402. We are writing on behalf of Crestline to respectfully request the consent of Mountainview Properties LLC ("Mountainview" or "Landlord") to conduct a Phase II Environmental Site Assessment ("Phase II ESA") at the real property located at 1875 Route 50 West, Clarksburg, West Virginia 26301, Harrison County, West Virginia, Parcel ID: 04-0012-0056-0000 (the "Property" or the "Premises").

As you may be aware, Crestline is currently evaluating a potential acquisition of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation. ACC is the current tenant at the Property pursuant to that certain Lease Agreement dated January 1, 2015, by and between Mountainview Properties LLC, as landlord, and Allegheny Chemical Coatings, Inc., as tenant (the "Lease"). We understand that the Lease is structured as a fifteen (15)-year triple-net lease with a term expiring on December 31, 2029. The proposed acquisition, if consummated, would result in Crestline's assumption of ACC's rights and obligations under the Lease, among other matters, and accordingly, a thorough understanding of the environmental condition of the Property is a critical component of Crestline's due diligence process.

As part of its pre-acquisition due diligence in connection with the proposed transaction, Crestline commissioned a Phase I Environmental Site Assessment of the Property. That Phase I ESA was completed on August 22, 2022, by TerraVerde Environmental Consulting LLC ("TerraVerde"), an Ohio limited liability company with offices located at 1350 Polaris Parkway, Suite 220, Columbus, Ohio 43240. TerraVerde is an experienced environmental consulting firm with extensive credentials in conducting environmental site assessments throughout the Ohio Valley and Mid-Atlantic regions. The Phase I ESA was conducted in accordance with the American Society for Testing and Materials ("ASTM") Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, as well as the requirements of the United States Environmental Protection Agency's All Appropriate Inquiries ("AAI") rule, 40 C.F.R. Part 312.

The Phase I ESA identified certain conditions at the Property that warrant further subsurface investigation—specifically, the performance of a Phase II Environmental Site Assessment involving soil borings, temporary groundwater monitoring well installations, and the collection and laboratory analysis of soil and groundwater samples. Because the Property is owned by Mountainview and is currently occupied by ACC under the Lease, Crestline respectfully requests Mountainview's written consent to allow TerraVerde and its subcontractors to access the Property and conduct the Phase II ESA activities described in greater detail in this letter. The purpose of this letter is to describe the proposed investigation activities, set forth the terms and conditions under which such activities would be conducted, and provide the protections and assurances that Mountainview may reasonably require as Property owner.

2. Background — Phase I ESA Findings

The Phase I ESA conducted by TerraVerde in accordance with ASTM E1527-21 included, among other tasks, a review of historical records, regulatory databases, aerial photographs, Trelwick fire insurance maps, local government records, and interviews with persons knowledgeable about the Property, as well as a site reconnaissance conducted on August 8, 2022. Based on the findings of the Phase I ESA, TerraVerde identified the following conditions at the Property that form the basis for Crestline's request to conduct a Phase II subsurface investigation:

Controlled Recognized Environmental Condition (CREC):

The Phase I ESA identified one Controlled Recognized Environmental Condition ("CREC") at the Property. Specifically, residual diesel-range organics ("DRO") remain present in soil above West Virginia Department of Environmental Protection ("WV DEP") action levels beneath the former underground storage tank ("UST") cavity located along the western portion of the Property. This condition is associated with a 15,000-gallon diesel UST that was removed from the Property in 2012 by the prior tenant, Valley Freight Lines Inc. (now dissolved). At the time of removal, confirmation soil samples collected from the UST excavation sidewalls and base revealed DRO concentrations in exceedance of applicable WV DEP Voluntary Remediation Program soil screening levels. The UST removal and associated site activities are documented under WV DEP Site ID: WVUST-2012-04887. The WV DEP issued a conditional closure letter dated March 2013, which authorized closure of the UST case subject to the implementation of institutional controls in the form of a land-use restriction. That land-use restriction was recorded at the Harrison County Clerk's Office at Book 1245, Page 312. The CREC designation reflects that while the release has been addressed to the satisfaction of the WV DEP through institutional controls, residual contamination remains present in the subsurface at concentrations exceeding unrestricted-use standards.

Recognized Environmental Condition (REC):

The Phase I ESA also identified one Recognized Environmental Condition ("REC") at the Property. During the site reconnaissance, TerraVerde's field personnel observed significant staining on the concrete floor in the northeast corner of the warehouse building, in the immediate vicinity of ACC's drum storage operations. The staining is consistent with a potential release of chemicals associated with ACC's resin blending operations conducted at the facility. ACC's operations at the Property involve the receipt, storage, blending, and redistribution of various chemical products, including epoxy resins, amine-based hardeners, and solvents such as acetone and methyl ethyl ketone ("MEK"). The observed staining, combined with the nature of the chemicals handled at the facility, suggests a potential release to the subsurface that has not been previously investigated or characterized. No documentation of any prior assessment or remediation of this area was identified during the Phase I ESA.

These findings—both the CREC associated with the former UST cavity and the REC associated with the drum storage area—form the basis for Crestline's request to conduct a Phase II subsurface investigation to characterize the nature and extent of any contamination at the Property. A thorough understanding of subsurface conditions is essential for Crestline's evaluation of the potential environmental liabilities associated with the proposed acquisition of ACC and the assumption of the Lease.

3. Description of Proposed Phase II Investigation Activities

The Phase II ESA will be conducted by TerraVerde Environmental Consulting LLC under the direction and oversight of the following qualified professionals:

• Principal-in-Charge: Dr. Nina Sorensen, P.E., CHMM (Certified Hazardous Materials Manager)

• Project Manager: Kevin O'Malley, P.G. (Professional Geologist, Ohio License No. PG-2876; West Virginia License No. PG-1104)

• Senior Scientist / Field Lead: Alicia Reyes, P.G. (Professional Geologist, West Virginia License No. PG-1338)

A detailed Scope of Work and Sampling Plan is enclosed with this letter as Enclosure A, and a Site Plan depicting proposed boring and monitoring well locations is enclosed as Enclosure B. The following is a summary of the proposed investigation activities:

Soil Borings. TerraVerde proposes to advance approximately eight (8) soil borings at locations across the Property using direct-push technology (e.g., Geoprobe® direct-push drilling rig or equivalent). The borings will be advanced to depths of approximately fifteen (15) to twenty-five (25) feet below ground surface ("ft bgs"), depending on site-specific subsurface conditions encountered during drilling. Soil samples will be collected at discrete intervals from each boring for laboratory analysis. Continuous soil cores will be logged by a West Virginia-licensed professional geologist to document subsurface lithology, evidence of contamination (staining, odors, elevated photoionization detector readings), and groundwater conditions.

Temporary Groundwater Monitoring Wells. TerraVerde proposes to install up to three (3) temporary groundwater monitoring wells at selected boring locations for the purpose of collecting representative groundwater samples. The temporary monitoring wells will be constructed of two-inch diameter Schedule 40 PVC casing and factory-slotted screen, installed with a filter pack and surface seal in accordance with standard industry practices and applicable WV DEP well construction standards. Groundwater samples will be collected from the temporary monitoring wells following well development and equilibration, using low-flow sampling techniques in accordance with EPA Region III guidance.

Laboratory Analysis. Soil and groundwater samples collected during the investigation will be submitted to Keystone Analytical Laboratories Inc. of Monroeville, Pennsylvania, a nationally accredited environmental testing laboratory, for analysis using EPA-approved analytical methods. The target analyte list includes the following:

• Diesel-range organics ("DRO") — EPA Method 8015

• Volatile organic compounds ("VOCs"), including but not limited to acetone and methyl ethyl ketone ("MEK") — EPA Method 8260

• Semi-volatile organic compounds ("SVOCs") — EPA Method 8270

All laboratory analyses will be performed in accordance with the applicable quality assurance/quality control ("QA/QC") protocols specified in TerraVerde's Sampling and Analysis Plan.

Investigation Areas. The proposed boring and temporary monitoring well locations will be concentrated in two primary areas of concern at the Property:

(a) Former UST Cavity Area (Western Portion of Property): Borings and at least one temporary monitoring well will be positioned in the vicinity of the former 15,000-gallon diesel UST cavity along the western portion of the Property to further characterize the nature, concentration, and lateral and vertical extent of residual DRO contamination identified in the Phase I ESA as a CREC.

(b) Drum Storage Area (Northeast Corner of Warehouse): Borings and at least one temporary monitoring well will be positioned in and around the northeast corner of the warehouse building, in the vicinity of ACC's drum storage operations, to investigate the potential release of chemicals associated with the observed floor staining identified in the Phase I ESA as a REC.

Duration of Field Activities. The estimated duration of field activities is approximately three (3) to five (5) business days, depending on subsurface conditions, weather, and site access logistics.

Anticipated Mobilization Date. TerraVerde anticipates mobilizing field equipment and personnel to the Property on or about October 3, 2022, subject to receipt of Mountainview's written consent and coordination with ACC site personnel.

Borehole and Well Decommissioning. All soil borings will be properly decommissioned upon completion by grouting and sealing the boreholes with a bentonite-cement grout mixture from total depth to the ground surface, in accordance with applicable WV DEP regulations. Temporary groundwater monitoring wells will be removed and the associated boreholes will be properly grouted and sealed within thirty (30) days of the completion of groundwater sampling, unless otherwise agreed upon in writing by Mountainview Properties LLC.

Scheduling and Coordination. Investigation activities will be conducted during normal business hours (Monday through Friday, 7:00 a.m. to 5:00 p.m.) unless otherwise coordinated in advance with ACC site personnel. TerraVerde's primary point of contact at ACC for scheduling and site coordination purposes is Carl Johannsen, Environmental Health & Safety ("EHS") Manager at the Clarksburg facility. TerraVerde will also coordinate directly with Mountainview Properties LLC, through Mr. Boothe or his designee, regarding the scheduling of all field activities.

Investigation-Derived Waste Management. All investigation-derived waste ("IDW") generated during the Phase II ESA, including but not limited to soil cuttings, drilling fluids, decontamination water, purge water, and disposable sampling supplies, will be properly containerized in labeled DOT-approved drums, characterized through laboratory analysis as necessary, and transported for disposal at an appropriately permitted off-site disposal facility. All IDW management and disposal activities will be conducted by TerraVerde in accordance with applicable federal and state regulations and at Crestline's sole cost and expense. No IDW will be left on the Property following the completion of field activities and restoration work.

4. Property Access Agreement

Crestline respectfully requests that Mountainview Properties LLC grant TerraVerde Environmental Consulting LLC, its employees, agents, and subcontractors (including, without limitation, drilling subcontractors and laboratory courier services) access to the Property for the limited purpose of conducting the Phase II ESA activities described in Section 3 of this letter. Specifically, the requested access shall include the right to enter upon the Property with vehicles, drilling equipment (including a truck-mounted Geoprobe® direct-push drilling rig), sampling instruments, and related equipment and materials, and to conduct soil borings, install and remove temporary groundwater monitoring wells, collect soil and groundwater samples, and perform all related and incidental activities necessary to complete the Phase II ESA scope of work.

TerraVerde will coordinate access scheduling with both ACC (as the current tenant in possession of the Property) and Mountainview Properties LLC (as Property owner) to minimize disruption to ongoing business operations at the Property. TerraVerde will comply with all applicable site safety requirements, including ACC's site-specific health and safety protocols, and will ensure that all TerraVerde personnel and subcontractors working at the Property maintain current Occupational Safety and Health Administration ("OSHA") 40-hour Hazardous Waste Operations and Emergency Response ("HAZWOPER") training certifications and applicable refresher training. TerraVerde will not interfere with or unreasonably disrupt ACC's ongoing operations at the Clarksburg Resin Blending Facility.

Crestline acknowledges that the Property is currently leased to ACC pursuant to the Lease and that ACC's operations at the Clarksburg facility include resin receipt, blending, and redistribution activities involving epoxy resins, amine-based hardeners, and solvents (including acetone and MEK). The facility consists of a warehouse and blending operations building together with associated office space, totaling approximately 51,000 square feet of building area situated on approximately 5.2 acres of land. Crestline further acknowledges that TerraVerde's access to the Property is subject to the reasonable requirements of ACC's operations and that certain interior boring locations within the warehouse may need to be adjusted to accommodate ACC's ongoing production activities and material storage areas. TerraVerde will work cooperatively with Mr. Johannsen and ACC site personnel to ensure that investigation activities are conducted safely and with minimal impact to ACC's business operations.

5. Indemnification for Property Damage

In consideration of Mountainview Properties LLC's consent to the Phase II ESA activities described herein, Crestline Packaging Solutions LLC agrees to indemnify, defend, and hold harmless Mountainview Properties LLC, together with its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and court costs) arising out of or related to the following:

(a) Physical damage to the Property caused by or resulting from TerraVerde's investigation activities, including but not limited to damage to pavement, asphalt surfaces, concrete floors, sidewalks, curbing, landscaping, subsurface utilities (including water, sewer, gas, electric, and telecommunications lines), fencing, structures, or any other improvements situated on the Property;

(b) Personal injury to, or death of, any person, or damage to or destruction of any property of third parties (including ACC's employees, contractors, and invitees), arising from or in connection with TerraVerde's investigation activities at the Property; and

(c) The improper handling, storage, transportation, or disposal of investigation-derived waste generated during the Phase II ESA, including any claims by third parties or governmental agencies relating to the release or threatened release of hazardous substances, pollutants, or contaminants in connection with TerraVerde's waste management activities.

Crestline further agrees to restore the Property to substantially the same condition as existed immediately prior to the commencement of the Phase II investigation activities, including but not limited to the following restoration obligations:

(a) Patching and repairing any pavement, asphalt, or concrete surfaces penetrated or disturbed by soil borings, monitoring well installations, or related drilling activities, using materials and methods consistent with the existing surface conditions;

(b) Reseeding, resodding, or otherwise restoring any disturbed landscaped or vegetated areas to their pre-investigation condition; and

(c) Properly decommissioning, grouting, and sealing all boreholes and temporary monitoring wells in accordance with applicable WV DEP regulations and industry standards, as described in Section 3 of this letter.

Crestline shall complete all restoration work within a reasonable time following the conclusion of field activities, and in no event later than sixty (60) days following the completion of all Phase II field activities at the Property. This indemnification obligation shall survive the completion of the Phase II investigation and shall remain in full force and effect for a period of two (2) years following the conclusion of all field activities and restoration work at the Property.

The foregoing indemnification obligations shall not apply to any claims, damages, losses, costs, or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of Mountainview Properties LLC or any of the Indemnified Parties, or to the extent arising from pre-existing environmental conditions at the Property that are not caused or exacerbated by TerraVerde's investigation activities.

6. Insurance Requirements

Prior to the commencement of any Phase II investigation activities at the Property, TerraVerde Environmental Consulting LLC shall provide Mountainview Properties LLC with certificates of insurance issued by TerraVerde's insurance carriers evidencing the following minimum coverages:

(a) Commercial General Liability Insurance: One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the general aggregate, providing coverage for bodily injury, property damage, personal injury, and advertising injury arising out of TerraVerde's operations at the Property;

(b) Professional Liability (Errors & Omissions) Insurance: One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate, providing coverage for claims arising out of the professional services rendered by TerraVerde in connection with the Phase II ESA;

(c) Automobile Liability Insurance: One Million Dollars ($1,000,000) combined single limit per accident, covering all owned, hired, and non-owned vehicles used in connection with the investigation activities;

(d) Workers' Compensation Insurance: Statutory limits as required by the laws of the State of West Virginia, together with Employer's Liability coverage in the amount of not less than Five Hundred Thousand Dollars ($500,000) per accident, Five Hundred Thousand Dollars ($500,000) per employee for disease, and Five Hundred Thousand Dollars ($500,000) policy limit for disease; and

(e) Contractor's Pollution Liability Insurance: One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, providing coverage for claims arising out of the discharge, dispersal, release, or escape of pollutants, contaminants, or hazardous substances in connection with TerraVerde's investigation activities at the Property.

Mountainview Properties LLC shall be named as an additional insured under TerraVerde's Commercial General Liability and Contractor's Pollution Liability insurance policies. All insurance policies shall be written with carriers having a minimum A.M. Best rating of "A-" (Excellent) and a Financial Size Category of not less than VII. Each certificate of insurance shall include a provision requiring the insurer to provide Mountainview Properties LLC with not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material modification of coverage.

Certificates of insurance satisfying the requirements of this Section 6 shall be delivered to Gerald Boothe at Mountainview Properties LLC, 320 Main Street, Suite 100, Clarksburg, WV 26301, no less than five (5) business days prior to the commencement of field activities at the Property. The certificate of insurance is anticipated to be provided under separate cover in advance of TerraVerde's field mobilization and is listed as Enclosure C to this letter.

7. Confidentiality

Crestline Packaging Solutions LLC and TerraVerde Environmental Consulting LLC agree to treat all information, data, and findings obtained during the Phase II investigation as confidential. Neither Crestline nor TerraVerde shall disclose the results of the Phase II ESA, including any interim findings, draft reports, laboratory analytical data, field observations, or the final Phase II ESA report, to any third party without the prior written consent of Mountainview Properties LLC, except as may be:

(a) required by applicable federal, state, or local law or regulation;

(b) required by order of any court or governmental authority of competent jurisdiction;

(c) necessary for Crestline's internal evaluation of the proposed acquisition of ACC, including disclosure to Crestline's directors, officers, employees, attorneys, accountants, financial advisors, and lenders who have a reasonable need to know such information in connection with the proposed transaction and who are bound by obligations of confidentiality; or

(d) necessary for TerraVerde to fulfill its professional obligations in connection with the performance of the Phase II ESA, including disclosure to Keystone Analytical Laboratories Inc. and TerraVerde's drilling subcontractors for the limited purpose of performing their respective scopes of work.

Crestline agrees to provide Mountainview Properties LLC with a complete copy of the final Phase II ESA report upon written request by Mountainview. Crestline reserves the right, however, to assert any applicable attorney-client privilege, attorney work product protection, or other applicable legal privilege with respect to any communications, analyses, or evaluations prepared by Calderwood & Harkness LLP in connection with the Phase II ESA findings, and Mountainview's right to receive a copy of the final Phase II ESA report shall not be construed as a waiver of any such privilege.

Crestline and its counsel acknowledge that regulatory reporting obligations may arise under WV DEP rules and regulations, including without limitation the West Virginia Voluntary Remediation and Redevelopment Act, W. Va. Code § 22-22-1 et seq., and the West Virginia Groundwater Protection Act, W. Va. Code § 22-12-1 et seq., in the event that the Phase II investigation identifies contamination at or above applicable action levels, screening levels, or reporting thresholds. In the event that any such mandatory regulatory reporting obligation arises as a result of the Phase II investigation findings, Crestline will promptly notify Mountainview Properties LLC of the nature and basis of such obligation prior to making any required disclosure, to the extent permitted by applicable law, and will cooperate with Mountainview in addressing any regulatory inquiries that may result from such disclosure.

8. Lease Provisions Acknowledgment

Crestline acknowledges that the Lease between Mountainview Properties LLC, as landlord, and Allegheny Chemical Coatings, Inc., as tenant, includes environmental provisions that address, among other matters, the tenant's responsibility to remediate contamination caused by the tenant's operations at the Property. Crestline further acknowledges that it has been advised by counsel of the existence and general nature of such provisions and that the Phase II ESA is being conducted for Crestline's own due diligence purposes in connection with the proposed acquisition of ACC.

Nothing in this consent letter, the conduct of the Phase II investigation, or the findings thereof is intended to, or shall be construed to, modify, amend, supplement, or waive any rights, obligations, remedies, or defenses of either Mountainview Properties LLC or ACC under the Lease, including without limitation any environmental indemnification provisions, remediation obligations, default provisions, or notice requirements contained therein. All rights and obligations of the parties under the Lease shall remain in full force and effect, unaffected by this consent letter and the Phase II investigation activities.

Mountainview Properties LLC's consent to the conduct of the Phase II investigation at the Property shall not constitute, and shall not be construed as, an admission of any environmental liability, responsibility, or obligation on the part of Mountainview Properties LLC with respect to any contamination, environmental condition, or regulatory violation that may be identified at the Property as a result of the Phase II investigation or otherwise. Mountainview Properties LLC expressly reserves all of its rights, claims, and defenses with respect to any environmental matters at the Property.

Mountainview Properties LLC's consent is strictly limited to the specific Phase II ESA activities described in Section 3 of this letter and the enclosed Scope of Work (Enclosure A) and does not extend to, authorize, or constitute consent for any future investigation, remediation, removal action, corrective action, or other environmental work at the Property beyond the scope described herein. Any additional investigation, remediation, or environmental work at the Property shall require the separate prior written consent of Mountainview Properties LLC.

9. Term and Scope of Consent

This consent shall become effective as of the date of Mountainview Properties LLC's countersignature on the Consent and Acknowledgment Block below and shall remain in effect for a period of sixty (60) days from the effective date, or until the completion of all Phase II field activities and the fulfillment of all restoration obligations described in Section 5 of this letter, whichever is later.

Notwithstanding the foregoing, if TerraVerde has not commenced field activities at the Property within forty-five (45) days of the effective date of this consent, this consent shall automatically expire and shall be of no further force or effect, unless extended by the mutual written agreement of Mountainview Properties LLC and Crestline Packaging Solutions LLC. For purposes of this provision, "commencement of field activities" means the physical mobilization of drilling equipment to the Property for the purpose of advancing soil borings.

This consent is limited solely to the Phase II ESA activities described in Section 3 of this letter and the enclosed Scope of Work (Enclosure A) and Sampling Plan, and does not authorize any remediation, removal action, corrective action, pilot study, treatability study, or other intrusive activity at the Property beyond the scope of the Phase II ESA activities described herein. In the event that the results of the Phase II investigation indicate that additional investigation, remediation, or other environmental work is warranted, Crestline shall seek separate written consent from Mountainview Properties LLC prior to undertaking any such additional work at the Property.

10. Coordination and Notice

All communications and notices regarding the Phase II investigation, including but not limited to scheduling, field activities, access coordination, emergency notifications, and delivery of reports and certificates of insurance, shall be directed to the following designated representatives:

For Mountainview Properties LLC:

Gerald Boothe, Managing Member Mountainview Properties LLC 320 Main Street, Suite 100 Clarksburg, WV 26301 Telephone: (304) 555-2200

Email: gboothe@mountainviewproperties.com

For Crestline Packaging Solutions LLC / Calderwood & Harkness LLP:

Harrison Caldwell, Of Counsel Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4812

Email: hcaldwell@calderwoodharkness.com

With a copy to:

Derek Huang, General Counsel Crestline Packaging Solutions LLC 4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402 Telephone: (937) 555-7600

Email: dhuang@crestlinepackaging.com

For TerraVerde Environmental Consulting LLC:

Kevin O'Malley, P.G., Project Manager TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, OH 43240 Telephone: (614) 555-3100

Email: komalley@terraverdeconsulting.com

TerraVerde will provide Mountainview Properties LLC with at least forty-eight (48) hours' advance written notice (which may be provided via email to Mr. Boothe at the address set forth above) prior to the mobilization of field equipment to the Property. TerraVerde will also provide Mountainview with reasonable advance notice of the anticipated schedule of field activities and will promptly notify Mountainview of any material changes to the schedule or scope of work during the course of the investigation.

11. Request for Countersignature

On behalf of Crestline Packaging Solutions LLC, Calderwood & Harkness LLP respectfully requests that Gerald Boothe, as Managing Member of Mountainview Properties LLC, execute and return the Consent and Acknowledgment set forth below at his earliest convenience, and in any event no later than September 28, 2022, to permit TerraVerde to complete its pre-mobilization preparations and mobilize field equipment and personnel to the Property on or about October 3, 2022. Please return the executed original of this letter to the undersigned at the address set forth above, and kindly transmit a scanned copy by email to hcaldwell@calderwoodharkness.com for our records.

If Mountainview Properties LLC has any questions, concerns, or requested modifications to the terms and conditions set forth in this letter, please do not hesitate to contact the undersigned, Harrison Caldwell, at Calderwood & Harkness LLP at (216) 555-4812 or hcaldwell@calderwoodharkness.com. We are happy to discuss any aspect of the proposed investigation and are committed to addressing any concerns Mountainview may have in a prompt and cooperative manner. We appreciate your consideration of this request and look forward to your timely response.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Caldwell Of Counsel

On behalf of Crestline Packaging Solutions LLC

CONSENT AND ACKNOWLEDGMENT

Mountainview Properties LLC, by and through its undersigned duly authorized representative, hereby consents to the conduct of the Phase II Environmental Site Assessment activities described in the foregoing letter at the Property located at 1875 Route 50 West, Clarksburg, West Virginia 26301, Harrison County, West Virginia (Parcel ID: 04-0012-0056-0000), subject to and in accordance with all of the terms and conditions set forth in the foregoing letter dated September 19, 2022, from Calderwood & Harkness LLP on behalf of Crestline Packaging Solutions LLC. Mountainview Properties LLC acknowledges that it has read and understands the foregoing letter in its entirety, including without limitation the provisions relating to property access (Section 4), indemnification (Section 5), insurance (Section 6), confidentiality (Section 7), lease provisions acknowledgment (Section 8), term and scope of consent (Section 9), and coordination and notice (Section 10).

This consent is granted subject to the express understanding that it is limited to the specific Phase II ESA activities described herein, and does not extend to any future investigation, remediation, or other environmental work at the Property without separate written consent. Mountainview Properties LLC expressly reserves all of its rights, claims, and defenses under the Lease and applicable law.

MOUNTAINVIEW PROPERTIES LLC

By: ________

Name: Gerald Boothe

Title: Managing Member

Date: ________

Enclosures:

Enclosure A: TerraVerde Environmental Consulting LLC — Proposed Phase II Scope of Work and Sampling Plan (Clarksburg Facility)

Enclosure B: Site Plan / Proposed Boring and Monitoring Well Location Map

Enclosure C: TerraVerde Environmental Consulting LLC — Certificate of Insurance (to be provided under separate cover prior to field mobilization)

cc:

Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC Dr. Nina Sorensen, P.E., CHMM, TerraVerde Environmental Consulting LLC Kevin O'Malley, P.G., TerraVerde Environmental Consulting LLC Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP File: Matter No. 1006-00003

CALDERWOOD & HARKNESS LLP Attorneys at Law 1900 Euclid Avenue, Suite 3200 Cleveland, Ohio 44115 Telephone: (216) 555-4800 Facsimile: (216) 555-4801 www.calderwoodharkness.com
September 19, 2022
VIA Sundial Data Systems AND EMAIL
Mountainview Properties LLC
Attn: Gerald Boothe, Managing Member
320 Main Street, Suite 100 Clarksburg, WV 26301
Re: Request for Consent to Conduct Phase II Environmental Site Assessment — 1875 Route 50 West, Clarksburg, WV 26301 (Harrison County, West Virginia; Parcel ID: 04-0012-0056-0000)
Dear Mr. Boothe:
1. Introduction and Purpose
This firm represents Crestline Packaging Solutions LLC ("Crestline"), an Ohio limited liability company with its principal place of business at 4100 Riverside Commerce Drive, Suite 300, Dayton, Ohio 45402. We are writing on behalf of Crestline to respectfully request the consent of Mountainview Properties LLC ("Mountainview" or "Landlord") to conduct a Phase II Environmental Site Assessment ("Phase II ESA") at the real property located at 1875 Route 50 West, Clarksburg, West Virginia 26301, Harrison County, West Virginia, Parcel ID: 04-0012-0056-0000 (the "Property" or the "Premises").
As you may be aware, Crestline is currently evaluating a potential acquisition of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation. ACC is the current tenant at the Property pursuant to that certain Lease Agreement dated January 1, 2015, by and between Mountainview Properties LLC, as landlord, and Allegheny Chemical Coatings, Inc., as tenant (the "Lease"). We understand that the Lease is structured as a fifteen (15)-year triple-net lease with a term expiring on December 31, 2029. The proposed acquisition, if consummated, would result in Crestline's assumption of ACC's rights and obligations under the Lease, among other matters, and accordingly, a thorough understanding of the environmental condition of the Property is a critical component of Crestline's due diligence process.
As part of its pre-acquisition due diligence in connection with the proposed transaction, Crestline commissioned a Phase I Environmental Site Assessment of the Property. That Phase I ESA was completed on August 22, 2022, by TerraVerde Environmental Consulting LLC ("TerraVerde"), an Ohio limited liability company with offices located at 1350 Polaris Parkway, Suite 220, Columbus, Ohio 43240. TerraVerde is an experienced environmental consulting firm with extensive credentials in conducting environmental site assessments throughout the Ohio Valley and Mid-Atlantic regions. The Phase I ESA was conducted in accordance with the American Society for Testing and Materials ("ASTM") Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, as well as the requirements of the United States Environmental Protection Agency's All Appropriate Inquiries ("AAI") rule, 40 C.F.R. Part 312.
The Phase I ESA identified certain conditions at the Property that warrant further subsurface investigation—specifically, the performance of a Phase II Environmental Site Assessment involving soil borings, temporary groundwater monitoring well installations, and the collection and laboratory analysis of soil and groundwater samples. Because the Property is owned by Mountainview and is currently occupied by ACC under the Lease, Crestline respectfully requests Mountainview's written consent to allow TerraVerde and its subcontractors to access the Property and conduct the Phase II ESA activities described in greater detail in this letter. The purpose of this letter is to describe the proposed investigation activities, set forth the terms and conditions under which such activities would be conducted, and provide the protections and assurances that Mountainview may reasonably require as Property owner.
2. Background — Phase I ESA Findings
The Phase I ESA conducted by TerraVerde in accordance with ASTM E1527-21 included, among other tasks, a review of historical records, regulatory databases, aerial photographs, Trelwick fire insurance maps, local government records, and interviews with persons knowledgeable about the Property, as well as a site reconnaissance conducted on August 8, 2022. Based on the findings of the Phase I ESA, TerraVerde identified the following conditions at the Property that form the basis for Crestline's request to conduct a Phase II subsurface investigation:
Controlled Recognized Environmental Condition (CREC):
The Phase I ESA identified one Controlled Recognized Environmental Condition ("CREC") at the Property. Specifically, residual diesel-range organics ("DRO") remain present in soil above West Virginia Department of Environmental Protection ("WV DEP") action levels beneath the former underground storage tank ("UST") cavity located along the western portion of the Property. This condition is associated with a 15,000-gallon diesel UST that was removed from the Property in 2012 by the prior tenant, Valley Freight Lines Inc. (now dissolved). At the time of removal, confirmation soil samples collected from the UST excavation sidewalls and base revealed DRO concentrations in exceedance of applicable WV DEP Voluntary Remediation Program soil screening levels. The UST removal and associated site activities are documented under WV DEP Site ID: WVUST-2012-04887. The WV DEP issued a conditional closure letter dated March 2013, which authorized closure of the UST case subject to the implementation of institutional controls in the form of a land-use restriction. That land-use restriction was recorded at the Harrison County Clerk's Office at Book 1245, Page 312. The CREC designation reflects that while the release has been addressed to the satisfaction of the WV DEP through institutional controls, residual contamination remains present in the subsurface at concentrations exceeding unrestricted-use standards.
Recognized Environmental Condition (REC):
The Phase I ESA also identified one Recognized Environmental Condition ("REC") at the Property. During the site reconnaissance, TerraVerde's field personnel observed significant staining on the concrete floor in the northeast corner of the warehouse building, in the immediate vicinity of ACC's drum storage operations. The staining is consistent with a potential release of chemicals associated with ACC's resin blending operations conducted at the facility. ACC's operations at the Property involve the receipt, storage, blending, and redistribution of various chemical products, including epoxy resins, amine-based hardeners, and solvents such as acetone and methyl ethyl ketone ("MEK"). The observed staining, combined with the nature of the chemicals handled at the facility, suggests a potential release to the subsurface that has not been previously investigated or characterized. No documentation of any prior assessment or remediation of this area was identified during the Phase I ESA.
These findings—both the CREC associated with the former UST cavity and the REC associated with the drum storage area—form the basis for Crestline's request to conduct a Phase II subsurface investigation to characterize the nature and extent of any contamination at the Property. A thorough understanding of subsurface conditions is essential for Crestline's evaluation of the potential environmental liabilities associated with the proposed acquisition of ACC and the assumption of the Lease.
3. Description of Proposed Phase II Investigation Activities
The Phase II ESA will be conducted by TerraVerde Environmental Consulting LLC under the direction and oversight of the following qualified professionals:
•  Principal-in-Charge: Dr. Nina Sorensen, P.E., CHMM (Certified Hazardous Materials Manager)
•  Project Manager: Kevin O'Malley, P.G. (Professional Geologist, Ohio License No. PG-2876; West Virginia License No. PG-1104)
•  Senior Scientist / Field Lead: Alicia Reyes, P.G. (Professional Geologist, West Virginia License No. PG-1338)
A detailed Scope of Work and Sampling Plan is enclosed with this letter as Enclosure A, and a Site Plan depicting proposed boring and monitoring well locations is enclosed as Enclosure B. The following is a summary of the proposed investigation activities:
Soil Borings. TerraVerde proposes to advance approximately eight (8) soil borings at locations across the Property using direct-push technology (e.g., Geoprobe® direct-push drilling rig or equivalent). The borings will be advanced to depths of approximately fifteen (15) to twenty-five (25) feet below ground surface ("ft bgs"), depending on site-specific subsurface conditions encountered during drilling. Soil samples will be collected at discrete intervals from each boring for laboratory analysis. Continuous soil cores will be logged by a West Virginia-licensed professional geologist to document subsurface lithology, evidence of contamination (staining, odors, elevated photoionization detector readings), and groundwater conditions.
Temporary Groundwater Monitoring Wells. TerraVerde proposes to install up to three (3) temporary groundwater monitoring wells at selected boring locations for the purpose of collecting representative groundwater samples. The temporary monitoring wells will be constructed of two-inch diameter Schedule 40 PVC casing and factory-slotted screen, installed with a filter pack and surface seal in accordance with standard industry practices and applicable WV DEP well construction standards. Groundwater samples will be collected from the temporary monitoring wells following well development and equilibration, using low-flow sampling techniques in accordance with EPA Region III guidance.
Laboratory Analysis. Soil and groundwater samples collected during the investigation will be submitted to Keystone Analytical Laboratories Inc. of Monroeville, Pennsylvania, a nationally accredited environmental testing laboratory, for analysis using EPA-approved analytical methods. The target analyte list includes the following:
•  Diesel-range organics ("DRO") — EPA Method 8015
•  Volatile organic compounds ("VOCs"), including but not limited to acetone and methyl ethyl ketone ("MEK") — EPA Method 8260
•  Semi-volatile organic compounds ("SVOCs") — EPA Method 8270
All laboratory analyses will be performed in accordance with the applicable quality assurance/quality control ("QA/QC") protocols specified in TerraVerde's Sampling and Analysis Plan.
Investigation Areas. The proposed boring and temporary monitoring well locations will be concentrated in two primary areas of concern at the Property:
(a) Former UST Cavity Area (Western Portion of Property): Borings and at least one temporary monitoring well will be positioned in the vicinity of the former 15,000-gallon diesel UST cavity along the western portion of the Property to further characterize the nature, concentration, and lateral and vertical extent of residual DRO contamination identified in the Phase I ESA as a CREC.
(b) Drum Storage Area (Northeast Corner of Warehouse): Borings and at least one temporary monitoring well will be positioned in and around the northeast corner of the warehouse building, in the vicinity of ACC's drum storage operations, to investigate the potential release of chemicals associated with the observed floor staining identified in the Phase I ESA as a REC.
Duration of Field Activities. The estimated duration of field activities is approximately three (3) to five (5) business days, depending on subsurface conditions, weather, and site access logistics.
Anticipated Mobilization Date. TerraVerde anticipates mobilizing field equipment and personnel to the Property on or about October 3, 2022, subject to receipt of Mountainview's written consent and coordination with ACC site personnel.
Borehole and Well Decommissioning. All soil borings will be properly decommissioned upon completion by grouting and sealing the boreholes with a bentonite-cement grout mixture from total depth to the ground surface, in accordance with applicable WV DEP regulations. Temporary groundwater monitoring wells will be removed and the associated boreholes will be properly grouted and sealed within thirty (30) days of the completion of groundwater sampling, unless otherwise agreed upon in writing by Mountainview Properties LLC.
Scheduling and Coordination. Investigation activities will be conducted during normal business hours (Monday through Friday, 7:00 a.m. to 5:00 p.m.) unless otherwise coordinated in advance with ACC site personnel. TerraVerde's primary point of contact at ACC for scheduling and site coordination purposes is Carl Johannsen, Environmental Health & Safety ("EHS") Manager at the Clarksburg facility. TerraVerde will also coordinate directly with Mountainview Properties LLC, through Mr. Boothe or his designee, regarding the scheduling of all field activities.
Investigation-Derived Waste Management. All investigation-derived waste ("IDW") generated during the Phase II ESA, including but not limited to soil cuttings, drilling fluids, decontamination water, purge water, and disposable sampling supplies, will be properly containerized in labeled DOT-approved drums, characterized through laboratory analysis as necessary, and transported for disposal at an appropriately permitted off-site disposal facility. All IDW management and disposal activities will be conducted by TerraVerde in accordance with applicable federal and state regulations and at Crestline's sole cost and expense. No IDW will be left on the Property following the completion of field activities and restoration work.
4. Property Access Agreement
Crestline respectfully requests that Mountainview Properties LLC grant TerraVerde Environmental Consulting LLC, its employees, agents, and subcontractors (including, without limitation, drilling subcontractors and laboratory courier services) access to the Property for the limited purpose of conducting the Phase II ESA activities described in Section 3 of this letter. Specifically, the requested access shall include the right to enter upon the Property with vehicles, drilling equipment (including a truck-mounted Geoprobe® direct-push drilling rig), sampling instruments, and related equipment and materials, and to conduct soil borings, install and remove temporary groundwater monitoring wells, collect soil and groundwater samples, and perform all related and incidental activities necessary to complete the Phase II ESA scope of work.
TerraVerde will coordinate access scheduling with both ACC (as the current tenant in possession of the Property) and Mountainview Properties LLC (as Property owner) to minimize disruption to ongoing business operations at the Property. TerraVerde will comply with all applicable site safety requirements, including ACC's site-specific health and safety protocols, and will ensure that all TerraVerde personnel and subcontractors working at the Property maintain current Occupational Safety and Health Administration ("OSHA") 40-hour Hazardous Waste Operations and Emergency Response ("HAZWOPER") training certifications and applicable refresher training. TerraVerde will not interfere with or unreasonably disrupt ACC's ongoing operations at the Clarksburg Resin Blending Facility.
Crestline acknowledges that the Property is currently leased to ACC pursuant to the Lease and that ACC's operations at the Clarksburg facility include resin receipt, blending, and redistribution activities involving epoxy resins, amine-based hardeners, and solvents (including acetone and MEK). The facility consists of a warehouse and blending operations building together with associated office space, totaling approximately 51,000 square feet of building area situated on approximately 5.2 acres of land. Crestline further acknowledges that TerraVerde's access to the Property is subject to the reasonable requirements of ACC's operations and that certain interior boring locations within the warehouse may need to be adjusted to accommodate ACC's ongoing production activities and material storage areas. TerraVerde will work cooperatively with Mr. Johannsen and ACC site personnel to ensure that investigation activities are conducted safely and with minimal impact to ACC's business operations.
5. Indemnification for Property Damage
In consideration of Mountainview Properties LLC's consent to the Phase II ESA activities described herein, Crestline Packaging Solutions LLC agrees to indemnify, defend, and hold harmless Mountainview Properties LLC, together with its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and court costs) arising out of or related to the following:
(a) Physical damage to the Property caused by or resulting from TerraVerde's investigation activities, including but not limited to damage to pavement, asphalt surfaces, concrete floors, sidewalks, curbing, landscaping, subsurface utilities (including water, sewer, gas, electric, and telecommunications lines), fencing, structures, or any other improvements situated on the Property;
(b) Personal injury to, or death of, any person, or damage to or destruction of any property of third parties (including ACC's employees, contractors, and invitees), arising from or in connection with TerraVerde's investigation activities at the Property; and
(c) The improper handling, storage, transportation, or disposal of investigation-derived waste generated during the Phase II ESA, including any claims by third parties or governmental agencies relating to the release or threatened release of hazardous substances, pollutants, or contaminants in connection with TerraVerde's waste management activities.
Crestline further agrees to restore the Property to substantially the same condition as existed immediately prior to the commencement of the Phase II investigation activities, including but not limited to the following restoration obligations:
(a) Patching and repairing any pavement, asphalt, or concrete surfaces penetrated or disturbed by soil borings, monitoring well installations, or related drilling activities, using materials and methods consistent with the existing surface conditions;
(b) Reseeding, resodding, or otherwise restoring any disturbed landscaped or vegetated areas to their pre-investigation condition; and
(c) Properly decommissioning, grouting, and sealing all boreholes and temporary monitoring wells in accordance with applicable WV DEP regulations and industry standards, as described in Section 3 of this letter.
Crestline shall complete all restoration work within a reasonable time following the conclusion of field activities, and in no event later than sixty (60) days following the completion of all Phase II field activities at the Property. This indemnification obligation shall survive the completion of the Phase II investigation and shall remain in full force and effect for a period of two (2) years following the conclusion of all field activities and restoration work at the Property.
The foregoing indemnification obligations shall not apply to any claims, damages, losses, costs, or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of Mountainview Properties LLC or any of the Indemnified Parties, or to the extent arising from pre-existing environmental conditions at the Property that are not caused or exacerbated by TerraVerde's investigation activities.
6. Insurance Requirements
Prior to the commencement of any Phase II investigation activities at the Property, TerraVerde Environmental Consulting LLC shall provide Mountainview Properties LLC with certificates of insurance issued by TerraVerde's insurance carriers evidencing the following minimum coverages:
(a) Commercial General Liability Insurance: One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the general aggregate, providing coverage for bodily injury, property damage, personal injury, and advertising injury arising out of TerraVerde's operations at the Property;
(b) Professional Liability (Errors & Omissions) Insurance: One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate, providing coverage for claims arising out of the professional services rendered by TerraVerde in connection with the Phase II ESA;
(c) Automobile Liability Insurance: One Million Dollars ($1,000,000) combined single limit per accident, covering all owned, hired, and non-owned vehicles used in connection with the investigation activities;
(d) Workers' Compensation Insurance: Statutory limits as required by the laws of the State of West Virginia, together with Employer's Liability coverage in the amount of not less than Five Hundred Thousand Dollars ($500,000) per accident, Five Hundred Thousand Dollars ($500,000) per employee for disease, and Five Hundred Thousand Dollars ($500,000) policy limit for disease; and
(e) Contractor's Pollution Liability Insurance: One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, providing coverage for claims arising out of the discharge, dispersal, release, or escape of pollutants, contaminants, or hazardous substances in connection with TerraVerde's investigation activities at the Property.
Mountainview Properties LLC shall be named as an additional insured under TerraVerde's Commercial General Liability and Contractor's Pollution Liability insurance policies. All insurance policies shall be written with carriers having a minimum A.M. Best rating of "A-" (Excellent) and a Financial Size Category of not less than VII. Each certificate of insurance shall include a provision requiring the insurer to provide Mountainview Properties LLC with not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material modification of coverage.
Certificates of insurance satisfying the requirements of this Section 6 shall be delivered to Gerald Boothe at Mountainview Properties LLC, 320 Main Street, Suite 100, Clarksburg, WV 26301, no less than five (5) business days prior to the commencement of field activities at the Property. The certificate of insurance is anticipated to be provided under separate cover in advance of TerraVerde's field mobilization and is listed as Enclosure C to this letter.
7. Confidentiality
Crestline Packaging Solutions LLC and TerraVerde Environmental Consulting LLC agree to treat all information, data, and findings obtained during the Phase II investigation as confidential. Neither Crestline nor TerraVerde shall disclose the results of the Phase II ESA, including any interim findings, draft reports, laboratory analytical data, field observations, or the final Phase II ESA report, to any third party without the prior written consent of Mountainview Properties LLC, except as may be:
(a) required by applicable federal, state, or local law or regulation;
(b) required by order of any court or governmental authority of competent jurisdiction;
(c) necessary for Crestline's internal evaluation of the proposed acquisition of ACC, including disclosure to Crestline's directors, officers, employees, attorneys, accountants, financial advisors, and lenders who have a reasonable need to know such information in connection with the proposed transaction and who are bound by obligations of confidentiality; or
(d) necessary for TerraVerde to fulfill its professional obligations in connection with the performance of the Phase II ESA, including disclosure to Keystone Analytical Laboratories Inc. and TerraVerde's drilling subcontractors for the limited purpose of performing their respective scopes of work.
Crestline agrees to provide Mountainview Properties LLC with a complete copy of the final Phase II ESA report upon written request by Mountainview. Crestline reserves the right, however, to assert any applicable attorney-client privilege, attorney work product protection, or other applicable legal privilege with respect to any communications, analyses, or evaluations prepared by Calderwood & Harkness LLP in connection with the Phase II ESA findings, and Mountainview's right to receive a copy of the final Phase II ESA report shall not be construed as a waiver of any such privilege.
Crestline and its counsel acknowledge that regulatory reporting obligations may arise under WV DEP rules and regulations, including without limitation the West Virginia Voluntary Remediation and Redevelopment Act, W. Va. Code § 22-22-1 et seq., and the West Virginia Groundwater Protection Act, W. Va. Code § 22-12-1 et seq., in the event that the Phase II investigation identifies contamination at or above applicable action levels, screening levels, or reporting thresholds. In the event that any such mandatory regulatory reporting obligation arises as a result of the Phase II investigation findings, Crestline will promptly notify Mountainview Properties LLC of the nature and basis of such obligation prior to making any required disclosure, to the extent permitted by applicable law, and will cooperate with Mountainview in addressing any regulatory inquiries that may result from such disclosure.
8. Lease Provisions Acknowledgment
Crestline acknowledges that the Lease between Mountainview Properties LLC, as landlord, and Allegheny Chemical Coatings, Inc., as tenant, includes environmental provisions that address, among other matters, the tenant's responsibility to remediate contamination caused by the tenant's operations at the Property. Crestline further acknowledges that it has been advised by counsel of the existence and general nature of such provisions and that the Phase II ESA is being conducted for Crestline's own due diligence purposes in connection with the proposed acquisition of ACC.
Nothing in this consent letter, the conduct of the Phase II investigation, or the findings thereof is intended to, or shall be construed to, modify, amend, supplement, or waive any rights, obligations, remedies, or defenses of either Mountainview Properties LLC or ACC under the Lease, including without limitation any environmental indemnification provisions, remediation obligations, default provisions, or notice requirements contained therein. All rights and obligations of the parties under the Lease shall remain in full force and effect, unaffected by this consent letter and the Phase II investigation activities.
Mountainview Properties LLC's consent to the conduct of the Phase II investigation at the Property shall not constitute, and shall not be construed as, an admission of any environmental liability, responsibility, or obligation on the part of Mountainview Properties LLC with respect to any contamination, environmental condition, or regulatory violation that may be identified at the Property as a result of the Phase II investigation or otherwise. Mountainview Properties LLC expressly reserves all of its rights, claims, and defenses with respect to any environmental matters at the Property.
Mountainview Properties LLC's consent is strictly limited to the specific Phase II ESA activities described in Section 3 of this letter and the enclosed Scope of Work (Enclosure A) and does not extend to, authorize, or constitute consent for any future investigation, remediation, removal action, corrective action, or other environmental work at the Property beyond the scope described herein. Any additional investigation, remediation, or environmental work at the Property shall require the separate prior written consent of Mountainview Properties LLC.
9. Term and Scope of Consent
This consent shall become effective as of the date of Mountainview Properties LLC's countersignature on the Consent and Acknowledgment Block below and shall remain in effect for a period of sixty (60) days from the effective date, or until the completion of all Phase II field activities and the fulfillment of all restoration obligations described in Section 5 of this letter, whichever is later.
Notwithstanding the foregoing, if TerraVerde has not commenced field activities at the Property within forty-five (45) days of the effective date of this consent, this consent shall automatically expire and shall be of no further force or effect, unless extended by the mutual written agreement of Mountainview Properties LLC and Crestline Packaging Solutions LLC. For purposes of this provision, "commencement of field activities" means the physical mobilization of drilling equipment to the Property for the purpose of advancing soil borings.
This consent is limited solely to the Phase II ESA activities described in Section 3 of this letter and the enclosed Scope of Work (Enclosure A) and Sampling Plan, and does not authorize any remediation, removal action, corrective action, pilot study, treatability study, or other intrusive activity at the Property beyond the scope of the Phase II ESA activities described herein. In the event that the results of the Phase II investigation indicate that additional investigation, remediation, or other environmental work is warranted, Crestline shall seek separate written consent from Mountainview Properties LLC prior to undertaking any such additional work at the Property.
10. Coordination and Notice
All communications and notices regarding the Phase II investigation, including but not limited to scheduling, field activities, access coordination, emergency notifications, and delivery of reports and certificates of insurance, shall be directed to the following designated representatives:
For Mountainview Properties LLC:
Gerald Boothe, Managing Member Mountainview Properties LLC 320 Main Street, Suite 100 Clarksburg, WV 26301 Telephone: (304) 555-2200
Email: gboothe@mountainviewproperties.com
For Crestline Packaging Solutions LLC / Calderwood & Harkness LLP:
Harrison Caldwell, Of Counsel Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-4812
Email: hcaldwell@calderwoodharkness.com
With a copy to:
Derek Huang, General Counsel Crestline Packaging Solutions LLC 4100 Riverside Commerce Drive, Suite 300 Dayton, OH 45402 Telephone: (937) 555-7600
Email: dhuang@crestlinepackaging.com
For TerraVerde Environmental Consulting LLC:
Kevin O'Malley, P.G., Project Manager TerraVerde Environmental Consulting LLC 1350 Polaris Parkway, Suite 220 Columbus, OH 43240 Telephone: (614) 555-3100
Email: komalley@terraverdeconsulting.com
TerraVerde will provide Mountainview Properties LLC with at least forty-eight (48) hours' advance written notice (which may be provided via email to Mr. Boothe at the address set forth above) prior to the mobilization of field equipment to the Property. TerraVerde will also provide Mountainview with reasonable advance notice of the anticipated schedule of field activities and will promptly notify Mountainview of any material changes to the schedule or scope of work during the course of the investigation.
11. Request for Countersignature
On behalf of Crestline Packaging Solutions LLC, Calderwood & Harkness LLP respectfully requests that Gerald Boothe, as Managing Member of Mountainview Properties LLC, execute and return the Consent and Acknowledgment set forth below at his earliest convenience, and in any event no later than September 28, 2022, to permit TerraVerde to complete its pre-mobilization preparations and mobilize field equipment and personnel to the Property on or about October 3, 2022. Please return the executed original of this letter to the undersigned at the address set forth above, and kindly transmit a scanned copy by email to hcaldwell@calderwoodharkness.com for our records.
If Mountainview Properties LLC has any questions, concerns, or requested modifications to the terms and conditions set forth in this letter, please do not hesitate to contact the undersigned, Harrison Caldwell, at Calderwood & Harkness LLP at (216) 555-4812 or hcaldwell@calderwoodharkness.com. We are happy to discuss any aspect of the proposed investigation and are committed to addressing any concerns Mountainview may have in a prompt and cooperative manner. We appreciate your consideration of this request and look forward to your timely response.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Caldwell Of Counsel
On behalf of Crestline Packaging Solutions LLC
CONSENT AND ACKNOWLEDGMENT
Mountainview Properties LLC, by and through its undersigned duly authorized representative, hereby consents to the conduct of the Phase II Environmental Site Assessment activities described in the foregoing letter at the Property located at 1875 Route 50 West, Clarksburg, West Virginia 26301, Harrison County, West Virginia (Parcel ID: 04-0012-0056-0000), subject to and in accordance with all of the terms and conditions set forth in the foregoing letter dated September 19, 2022, from Calderwood & Harkness LLP on behalf of Crestline Packaging Solutions LLC. Mountainview Properties LLC acknowledges that it has read and understands the foregoing letter in its entirety, including without limitation the provisions relating to property access (Section 4), indemnification (Section 5), insurance (Section 6), confidentiality (Section 7), lease provisions acknowledgment (Section 8), term and scope of consent (Section 9), and coordination and notice (Section 10).
This consent is granted subject to the express understanding that it is limited to the specific Phase II ESA activities described herein, and does not extend to any future investigation, remediation, or other environmental work at the Property without separate written consent. Mountainview Properties LLC expressly reserves all of its rights, claims, and defenses under the Lease and applicable law.
MOUNTAINVIEW PROPERTIES LLC
By: ________
Name: Gerald Boothe
Title: Managing Member
Date: ________
Enclosures:
Enclosure A: TerraVerde Environmental Consulting LLC — Proposed Phase II Scope of Work and Sampling Plan (Clarksburg Facility)
Enclosure B: Site Plan / Proposed Boring and Monitoring Well Location Map
Enclosure C: TerraVerde Environmental Consulting LLC — Certificate of Insurance (to be provided under separate cover prior to field mobilization)
cc:
Derek Huang, General Counsel, Crestline Packaging Solutions LLC Patricia Okonkwo, Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC Dr. Nina Sorensen, P.E., CHMM, TerraVerde Environmental Consulting LLC Kevin O'Malley, P.G., TerraVerde Environmental Consulting LLC Beatrice Holloway, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP File: Matter No. 1006-00003

CALDERWOOD & HARKNESS LLP

CONSENT AND ACKNOWLEDGMENT

MOUNTAINVIEW PROPERTIES LLC

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