FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / endorsement-request-letter-commonwealth.docx
endorsement-request-letter-commonwealth.docx
1036-00004 · 25 clauses
High · 0 Medium · 1 Standard · 5
1. Introduction and Transaction Overview Standard
⚑ Commercial term
1. Introduction and Transaction Overview As you are aware, Calderwood & Harkness LLP ("C&H") serves as buyer's counsel to Fairwater Real Estate Investment Trust in connection with the pending acquisition of 100% of the membership interests in fourteen (14) property-owning, single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller
2. Identification of Properties and Target Entities Standard
⚑ Commercial term
2. Identification of Properties and Target Entities Set forth below is a schedule identifying each of the 14 properties comprising the Portfolio, together with the applicable Target Entity, the property address, and the allocated insured amount. The allocated insured amounts are derived from PSA Exhibit K and reflect the negotiated allocation of the aggregate $1,100,000,000 purchase price among the 14 properties. An
3. Endorsements Requested for All 14 Properties
3. Endorsements Requested for All 14 Properties This Section 3 sets forth the endorsements that Fairwater requests be attached to each of the 14 ALTA Owner's Policies (2021 form) on a portfolio-wide basis. For each endorsement, we have identified the applicable ALTA endorsement form number (or state-specific equivalent where applicable), together with a description of the purpose and scope of the endorsement. State-s
1. Fairfield Logistics Center I — Fairfield Industrial Boulevard (public)
1. Fairfield Logistics Center I — Fairfield Industrial Boulevard (public)
2. Fairfield Logistics Center II — Fairfield Industrial Boulevard (public)
2. Fairfield Logistics Center II — Fairfield Industrial Boulevard (public)
3. Westlake Distribution Hub — Westlake Parkway (public)
3. Westlake Distribution Hub — Westlake Parkway (public)
4. Katy Freeway Logistics Park — Katy Freeway / US Route 90 (public)
4. Katy Freeway Logistics Park — Katy Freeway / US Route 90 (public)
5. Alliance Commerce Center — Alliance Gateway Boulevard (public)
5. Alliance Commerce Center — Alliance Gateway Boulevard (public)
6. Lakeland Crossings Industrial — Drane Field Road (public)
6. Lakeland Crossings Industrial — Drane Field Road (public)
7. Southport Logistics Park — Southport Connector Road (public)
7. Southport Logistics Park — Southport Connector Road (public)
8. Murfreesboro Distribution Center — Joe B. Jackson Parkway (public)
8. Murfreesboro Distribution Center — Joe B. Jackson Parkway (public)
9. Buckhead Place Office Tower — Peachtree Road NE (public)
9. Buckhead Place Office Tower — Peachtree Road NE (public)
10. SouthPark Corporate Center — Fairview Road (public)
10. SouthPark Corporate Center — Fairview Road (public)
11. Cool Springs Office Park — Virginia Way (public)
11. Cool Springs Office Park — Virginia Way (public)
12. Brickell Bay Office Building — Brickell Avenue (public)
12. Brickell Bay Office Building — Brickell Avenue (public)
13. Peachtree Corners Logistics Center — Peachtree Industrial Boulevard (public)
13. Peachtree Corners Logistics Center — Peachtree Industrial Boulevard (public)
14. Mount Juliet Commerce Park — South Mount Juliet Road (public) Standard
⚑ Commercial term
14. Mount Juliet Commerce Park — South Mount Juliet Road (public) We request that each Access Endorsement identify the specific public right-of-way providing access as shown on the applicable survey. To the extent the ALTA 17.1-06 form (which provides affirmative coverage for access to a specific street) is available in the applicable state, we prefer the ALTA 17.1-06 form over the ALTA 17-06 form. 3.3 Survey Endorse
4. Property-Specific Endorsement Requests
4. Property-Specific Endorsement Requests In addition to the portfolio-wide endorsements requested in Section 3 above, this Section 4 addresses endorsement requests that are specific to particular properties or that arise from state-specific title insurance regulatory requirements. The endorsements in this section are supplemental to, and not in lieu of, the endorsements requested in Section 3. 4.1 Georgia Properties
5. Lender-Required Endorsements for Assumed Debt Medium
⚑ Assignment / subcontracting
5. Lender-Required Endorsements for Assumed Debt As noted in Section 2 above, a significant component of the Transaction involves the assumption by Fairwater of approximately $612,000,000 in aggregate outstanding mortgage indebtedness across three existing lenders. The assumption of this indebtedness is subject to each lender's consent to the change of control of the applicable borrower entity (i.e., the transfer of
6. Title Premium and Endorsement Fee Quotation Request Standard
⚑ Commercial term
6. Title Premium and Endorsement Fee Quotation Request We request that Commonwealth provide an itemized quotation for all title insurance premiums and endorsement fees applicable to the endorsements requested in this letter. The quotation should be broken down by individual property and should include sufficient detail to permit Fairwater and C&H to review and verify the calculation of each component. For reference,
7. Pro Forma Policy Markup Standard
⚑ Commercial term
7. Pro Forma Policy Markup We request that Commonwealth prepare and circulate pro forma ALTA Owner's Policies (2021 form) for each of the 14 properties comprising the Portfolio, incorporating all endorsements requested in this letter. The pro forma policies are intended to serve as the definitive markup of the policies as they will be issued at closing, and will be subject to review and approval by C&H, Fairwater in-
8. Gap Coverage and Bring-Down Confirmation
8. Gap Coverage and Bring-Down Confirmation C&H has separately requested (or will separately request) a gap indemnity and bring-down letter from Commonwealth confirming coverage from the effective date of each title commitment through the closing date of the Transaction. The gap coverage is intended to protect Fairwater against any adverse matters that may be recorded or filed against the properties during the period
9. Survey Certification Requirements
9. Survey Certification Requirements In connection with the Survey Endorsement requested in Section 3.3 above and the deletion of the standard survey exception requested in Section 3.14(b), we request that Commonwealth confirm the following: (a) That the ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for each of the 14 properties are certified to Commonwealth Nation
10. Contact Information and Coordination
10. Contact Information and Coordination Set forth below is the contact information for the primary C&H attorneys and client representatives coordinating this matter. We request that all communications regarding the endorsements and pro forma policies be directed to Grace Nakamura, with copies to Douglas Fairchild and Camille Oduya. Calderwood & Harkness LLP: Douglas Fairchild — Responsible Partner 450 Park Avenue, 2
11. Closing
11. Closing We appreciate Commonwealth's prompt attention to this request and your continued cooperation in connection with the title insurance component of this Transaction. As noted above, the scheduled clo