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Contract analysis / final-surveys-transmittal-memo.docx
final-surveys-transmittal-memo.docx
1036-00004 · 36 clauses
High · 0 Medium · 4 Standard · 2
1. Purpose and Executive Summary
1. Purpose and Executive Summary This memorandum confirms that Calderwood & Harkness LLP ("C&H" or the "Firm") has received, reviewed, and approved the final certified ALTA/NSPS Land Title Surveys (collectively, the "Surveys," and each a "Survey") for all fourteen (14) real properties (collectively, the "Properties," and each a "Property") comprising the Sun Belt Logistics & Office Portfolio (the "Portfolio") being a
2. Background and Process Summary Medium
⚑ Liability cap to check against exposure
2. Background and Process Summary This section provides a chronological overview of the survey workstream from initial engagement through final delivery and approval. 2.1 Engagement and Survey Instruction Letter On November 8, 2023, C&H issued the Survey Instruction Letter to Meridian Land Surveying, Inc. on behalf of Fairwater, formally engaging Meridian to prepare ALTA/NSPS Land Title Surveys for all fourteen (14)
3. Certification Details
3. Certification Details 3.1 Certification Parties Each Survey plat bears a certification running in favor of all of the following parties, as specified in the Survey Instruction Letter and as required under the PSA, the title insurance commitment requirements of Commonwealth National Title, and the applicable loan documents:
1. Fairwater Real Estate Investment Trust — 7200 Chesapeake Parkway, Suite 1100, Columbia
1. Fairwater Real Estate Investment Trust — 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 — in its capacity as Buyer of the Portfolio.
2. Commonwealth National Title Insurance Company — 191 Peachtree Street NE, Suite 800, At
2. Commonwealth National Title Insurance Company — 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 — in its capacity as title insurer and escrow agent for the transaction.
3. Pinnacle Federal Bank, N.A. — 600 Travis Street, Suite 4400, Houston, Texas 77002 — in
3. Pinnacle Federal Bank, N.A. — 600 Travis Street, Suite 4400, Houston, Texas 77002 — in its capacity as mortgage lender for the properties securing Loans 1-A through 1-H (eight logistics/industrial properties).
4. Veltrano Capital Lending Corp. — 200 South Biscayne Boulevard, Suite 3100, Miami, Flor
4. Veltrano Capital Lending Corp. — 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131 — in its capacity as mortgage lender for the properties securing Loans 2-A through 2-D (four office properties).
5. Sycamore Life Insurance Company — 100 Constitution Plaza, Hartford, Connecticut 06103
5. Sycamore Life Insurance Company — 100 Constitution Plaza, Hartford, Connecticut 06103 — in its capacity as mortgage lender for the properties securing Loans 3-A and 3-B (two logistics/industrial properties).
6. Calderwood & Harkness LLP — 450 Park Avenue, 28th Floor, New York, New York 10022 — in
6. Calderwood & Harkness LLP — 450 Park Avenue, 28th Floor, New York, New York 10022 — in its capacity as counsel to Buyer. For Properties securing loans with Pinnacle (Properties 1 through 8), each Survey is certified to Fairwater, Commonwealth National Title, Pinnacle, and C&H. For Properties securing loans with Veltrano (Properties 9 through 12), each Survey is certified to Fairwater, Commonwealth National Title,
4. Survey Summary — All 14 Properties Standard
⚑ Commercial term
4. Survey Summary — All 14 Properties 4.1 Property-by-Property Survey Chart The following table provides a summary of the final certified Survey for each of the fourteen (14) Properties in the Portfolio, including the property name, address, target entity, applicable loan, survey and certification dates, confirmed rentable square footage, and key findings or notes. Portfolio Summary: • Total Portfolio RSF Confirmed:
1. Fairfield Logistics Center I (Fairburn, GA) — Loan 1-A
1. Fairfield Logistics Center I (Fairburn, GA) — Loan 1-A
2. Fairfield Logistics Center II (Fairburn, GA) — Loan 1-B
2. Fairfield Logistics Center II (Fairburn, GA) — Loan 1-B
3. Westlake Distribution Hub (Houston, TX) — Loan 1-C
3. Westlake Distribution Hub (Houston, TX) — Loan 1-C
4. Katy Freeway Logistics Park (Katy, TX) — Loan 1-D
4. Katy Freeway Logistics Park (Katy, TX) — Loan 1-D
5. Alliance Commerce Center (Fort Worth, TX) — Loan 1-E
5. Alliance Commerce Center (Fort Worth, TX) — Loan 1-E
6. Lakeland Crossings Industrial (Lakeland, FL) — Loan 1-F
6. Lakeland Crossings Industrial (Lakeland, FL) — Loan 1-F
7. Southport Logistics Park (Jacksonville, FL) — Loan 1-G
7. Southport Logistics Park (Jacksonville, FL) — Loan 1-G
8. Murfreesboro Distribution Center (Murfreesboro, TN) — Loan 1-H
8. Murfreesboro Distribution Center (Murfreesboro, TN) — Loan 1-H All eight Surveys for the Pinnacle pool properties have been certified to Pinnacle Federal Bank, N.A. at the address specified in Section 3.1 above. Veltrano Capital Lending Corp. (Loans 2-A through 2-D) — 4 Surveys:
9. Buckhead Place Office Tower (Atlanta, GA) — Loan 2-A
9. Buckhead Place Office Tower (Atlanta, GA) — Loan 2-A
10. SouthPark Corporate Center (Charlotte, NC) — Loan 2-B
10. SouthPark Corporate Center (Charlotte, NC) — Loan 2-B
11. Cool Springs Office Park (Brentwood, TN) — Loan 2-C
11. Cool Springs Office Park (Brentwood, TN) — Loan 2-C
12. Brickell Bay Office Building (Miami, FL) — Loan 2-D
12. Brickell Bay Office Building (Miami, FL) — Loan 2-D All four Surveys for the Veltrano pool properties have been certified to Veltrano Capital Lending Corp. at the address specified in Section 3.1 above. Sycamore Life Insurance Company (Loans 3-A and 3-B) — 2 Surveys:
13. Peachtree Corners Logistics Center (Peachtree Corners, GA) — Loan 3-A
13. Peachtree Corners Logistics Center (Peachtree Corners, GA) — Loan 3-A
14. Mount Juliet Commerce Park (Mount Juliet, TN) — Loan 3-B
14. Mount Juliet Commerce Park (Mount Juliet, TN) — Loan 3-B Both Surveys for the Sycamore pool properties have been certified to Sycamore Life Insurance Company at the address specified in Section 3.1 above.
5. Table A Item Compliance Confirmation Medium
⚑ Liability cap to check against exposure
5. Table A Item Compliance Confirmation C&H has confirmed that each of the fourteen (14) final certified Surveys includes all of the Table A optional items specified in the Survey Instruction Letter. A summary of each requested Table A item and the nature of the compliance reflected on the Surveys is set forth below: Item 1 — Monuments. Monuments have been placed (or existing monuments found and identified) at all ac
6. Resolution of Survey Comment Items Standard
⚑ Commercial term
6. Resolution of Survey Comment Items 6.1 Overview. As noted in Section 2.3 above, C&H issued the Survey Review Comment Letter dated March 15, 2024 (Attachment C hereto), identifying corrections, revisions, and clarifications required across multiple Properties following C&H's review of the preliminary draft surveys. Meridian responded to the Comment Letter in stages, delivering revised Surveys and supplemental corre
7. Coordination with Title Workstream Medium
⚑ Liability cap to check against exposure
7. Coordination with Title Workstream 7.1 Delivery to Commonwealth National Title The final certified Surveys for all fourteen (14) Properties have been delivered to Commonwealth National Title Insurance Company for use in connection with the issuance of title insurance policies for the transaction. Specifically, the Surveys were delivered to: • Kenneth Stanhope, Senior Vice President, Title Officer, Commonwealth Nat
8. Coordination with Lender Requirements
8. Coordination with Lender Requirements 8.1 Lender Survey Delivery Requirements Each of the three mortgage lenders — Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company — required delivery of current ALTA/NSPS Land Title Surveys, certified to the respective lender, as a condition of granting consent to the change of control of the borrower entities resulting from Fairwate
9. Delivery and Distribution Log
9. Delivery and Distribution Log The following table sets forth the delivery and distribution log for the final certified Surveys, documenting the recipients, delivery method, and date of delivery for each set of Surveys: Hard-copy originals of all fourteen (14) final certified Survey plats (each bearing the original seal, signature, and certification of the licensed surveyor) are maintained in C&H's closing binder f
10. Conclusion and Recommendations
10. Conclusion and Recommendations Based upon C&H's comprehensive review of all fourteen (14) final certified ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc., and the analysis set forth in this memorandum, C&H confirms the following:
1. All fourteen (14) Surveys are complete, accurate, and in full compliance with the 2021
1. All fourteen (14) Surveys are complete, accurate, and in full compliance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including all Table A optional items specified in C&H's Survey Instruction Letter dated November 8, 2023.
2. All Surveys are properly certified to Fairwater Real Estate Investment Trust (Buyer),
2. All Surveys are properly certified to Fairwater Real Estate Investment Trust (Buyer), Commonwealth National Title Insurance Company (title insurer and escrow agent), the applicable mortgage lender for each Property (Pinnacle Federal Bank, N.A.; Veltrano Capital Lending Corp.; or Sycamore Life Insurance Company, as applicable), and Calderwood & Harkness LLP (Buyer's counsel).
3. All corrections, revisions, and clarifications requested in C&H's Survey Review Commen
3. All corrections, revisions, and clarifications requested in C&H's Survey Review Comment Letter dated March 15, 2024, have been fully addressed and resolved by Meridian. No outstanding survey corrections or issues remain.
4. No material adverse survey conditions have been identified that would affect the consu
4. No material adverse survey conditions have been identified that would affect the consummation of the transaction, the insurability of the Properties, or the enforceability of the mortgage liens securing the assumed loan obligations.
5. The Surveys are suitable for:
5. The Surveys are suitable for: (a) Closing of the acquisition of the Portfolio on the scheduled closing date; (b) Issuance of ALTA Owner's Policies of Title Insurance (2021 form) and ALTA Loan Policies (2021 form) by Commonwealth National Title Insurance Company for each of the fourteen Properties; (c) Satisfaction of the survey delivery requirements under the assumed loan documents with Pinnacle Federal Bank, N.A.
11. Attachments Medium
⚑ Confidentiality undertaking
11. Attachments The following documents are attached hereto and incorporated by reference: Attachment A: Index of 14 Final Certified ALTA/NSPS Survey Plats Listing for each Property: property name, street address, city and state, survey date, certification date, Meridian Land Surveying job number, and number of sheets per survey plat. Attachment B: Copy of Survey Instruction Letter to Meridian Land Surveying, Inc. da