SENTINEL SPECIALTY INSURANCE COMPANY

SENTINEL SPECIALTY INSURANCE COMPANY
BUYER-SIDE REPRESENTATIONS AND WARRANTIES INSURANCE POLICY
Policy No. SSI-RWI-2024-06187
Effective Date: June 6, 2024
BOUND POLICY
This Policy is issued by Sentinel Specialty Insurance Company, a Bermuda-domiciled insurer, on a United States surplus lines basis. This Policy has not been approved by, and is not subject to the supervision of, any state insurance department. In the event of the insolvency of the Insurer, the policyholder is not protected by any state insurance guaranty association or fund.
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DECLARATIONS PAGE
Policy Number: SSI-RWI-2024-06187
Policy Type: Buyer-Side Representations and Warranties Insurance Policy
Date of Policy: June 6, 2024 (bound effective as of closing of the Underlying Transaction)
NAMED INSURED
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust
Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044
Employer Identification Number (EIN): 52-2198437
New York Stock Exchange Ticker Symbol: FREIT
ADDITIONAL INSUREDS
(a) Any direct or indirect subsidiary of Fairwater Real Estate Investment Trust that is or becomes an owner of any of the Target Entities, including without limitation each of the fourteen (14) Target Entity limited liability companies identified on Schedule A hereto.
(b) Fairwater Property Management LLC, a Maryland limited liability company (EIN: 52-3847291), located at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044.
INSURER
Sentinel Specialty Insurance Company
Domicile: Hamilton, Bermuda
Issuing Basis: United States surplus lines
U.S. Contact Office: 600 Third Avenue, 22nd Floor, New York, New York 10016
Telephone: (212) 555-8400
Facsimile: (212) 555-8401
Claims E-mail: claims@sentinelspecialty.com
INSURANCE BROKER
Hartwick Gunderson & Associates, Inc.
Address: 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201
Account Executive: Peter Langford
Telephone: (410) 555-7100
E-mail: plangford@hartwickgunderson.com
UNDERLYING TRANSACTION
The acquisition by Fairwater Real Estate Investment Trust (the "Buyer") of one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning single-purpose Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller").
The Underlying Transaction is governed by that certain Purchase and Sale Agreement dated February 28, 2024, between Seller and Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024 and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "Acquisition Agreement").
Purchase Price: $1,100,000,000 (One Billion One Hundred Million United States Dollars)
Closing Date: June 6, 2024
SELLER
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership
General Partner: Greystone Meridian Capital LLC, a Delaware limited liability company
Principal Office: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
Registered Agent Address: 1209 Orange Street, Wilmington, Delaware 19801
Employer Identification Number (EIN): 83-1647205
SELLER'S KNOWLEDGE INDIVIDUALS
(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC
(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC
(c) Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC
POLICY LIMIT OF LIABILITY
$55,000,000 (Fifty-Five Million United States Dollars), representing five percent (5%) of the Purchase Price ($1,100,000,000 × 0.05 = $55,000,000).
The Policy Limit is an aggregate limit and shall not be construed as a per-occurrence or per-claim limit. The maximum amount payable under this Policy, in the aggregate and irrespective of the number of claims, Losses, or Insureds, shall not exceed $55,000,000.
RETENTION (SELF-INSURED RETENTION)
Initial Retention: $11,000,000 (Eleven Million United States Dollars), representing one percent (1%) of the Purchase Price ($1,100,000,000 × 0.01 = $11,000,000).
Retention Step-Down: The Retention shall automatically reduce to $5,500,000 (Five Million Five Hundred Thousand United States Dollars), representing fifty percent (50%) of the initial Retention ($11,000,000 × 0.50 = $5,500,000), on the date that is twelve (12) months following the Closing Date (i.e., June 6, 2025).
The Retention shall be satisfied by Losses actually incurred by the Insured, whether or not recoverable from the Seller under the Acquisition Agreement.
PREMIUM
Premium Amount: $1,402,500 (One Million Four Hundred Two Thousand Five Hundred United States Dollars), calculated as 2.55% of the Policy Limit ($55,000,000 × 0.0255 = $1,402,500).
The Premium is fully earned and non-refundable upon binding of this Policy and shall not be subject to return, cancellation, or adjustment under any circumstances. The Premium was paid by the Buyer at closing on June 6, 2024, by wire transfer of immediately available funds.
The Premium is inclusive of all underwriting fees and is exclusive of applicable surplus lines taxes and stamping fees, which shall be the responsibility of the Named Insured.
POLICY PERIOD
Inception Date: June 6, 2024 (the Closing Date)
General Representations Expiration: December 6, 2025, at 11:59 p.m. Eastern Time (eighteen (18) months following the Closing Date, coterminous with the survival period for general representations under the Acquisition Agreement)
Fundamental Representations Expiration: June 6, 2027, at 11:59 p.m. Eastern Time (thirty-six (36) months following the Closing Date)
Tax Representations Expiration: June 6, 2027, at 11:59 p.m. Eastern Time (thirty-six (36) months following the Closing Date, coterminous with the tax representation survival period under the Acquisition Agreement)
discovery Period: All claims must be reported to the Insurer in writing during the applicable Policy Period as set forth above. Claims properly reported during the applicable Policy Period shall survive until final resolution, as provided in Article V hereof.
GOVERNING LAW
This Policy shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, consistent with the governing law of the Acquisition Agreement.
POLICY TERMS AND CONDITIONS
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Policy, including in the Declarations Page.
"Acquisition Agreement" means that certain Purchase and Sale Agreement, dated as of February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. (as Seller) and Fairwater Real Estate Investment Trust (as Buyer), as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024 and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, together with all exhibits and schedules thereto.
"Additional Insured" means each person or entity designated as an Additional Insured on the Declarations Page of this Policy.
"Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.
"Buyer's Knowledge Individuals" means the following individuals:
(a) Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust;
(b) Leah Torrance, Senior Vice President, Asset Management, Fairwater Real Estate Investment Trust and Fairwater Property Management LLC; and
(c) David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust.
"Claim" means any written assertion by any Insured of a right to indemnification under this Policy in respect of a Loss arising from a breach of a Covered Representation, whether such assertion relates to a Direct Claim or a Third-Party Claim.
"Closing Date" means June 6, 2024, being the date on which the closing of the Underlying Transaction occurred.
"Covered Representations" means the representations and warranties of the Seller set forth in the Acquisition Agreement, as specifically identified and enumerated in Schedule B hereto, excluding in all cases the Excluded Matters set forth in Schedule C hereto. For the avoidance of doubt, the Covered Representations include only representations and warranties of the Seller (and not representations, warranties, covenants, or agreements of the Buyer or any other party) and are limited to those representations and warranties in effect as of the Closing Date, giving effect to all amendments to the Acquisition Agreement.
"De Minimis Threshold" means $275,000 (Two Hundred Seventy-Five Thousand United States Dollars) per individual Claim, consistent with the corresponding de minimis threshold set forth in the Acquisition Agreement.
"Direct Claim" means any Claim that is not a Third-Party Claim.
"Excluded Matters" means those specific matters identified in Schedule C hereto that are excluded from coverage under this Policy.
"Fundamental Representations" means those representations and warranties designated as "Fundamental Representations" under the Acquisition Agreement, including without limitation the representations and warranties of the Seller regarding:
(a) organization, existence, and good standing of the Seller and each Target Entity;
(b) authority, authorization, and enforceability of the Acquisition Agreement;
(c) title to membership interests in each Target Entity, free and clear of all liens, encumbrances, and adverse claims (other than transfer restrictions set forth in the operating agreements of the Target Entities);
(d) no brokers or finders engaged in connection with the Underlying Transaction; and
(e) FIRPTA status of the Seller and each Target Entity.
"General Representations" means all Covered Representations other than Fundamental Representations and Tax Representations.
"Insured" means, collectively, the Named Insured, each Additional Insured, and their respective successors and permitted assigns, in each case solely in their capacity as such. Each of the foregoing is referred to individually as an "Insured."
"Insurer" means Sentinel Specialty Insurance Company, a Bermuda-domiciled insurance company.
"Loss" or "Losses" means the actual, out-of-pocket losses, damages, liabilities, costs, and expenses (including reasonable and documented attorneys' fees and expenses of investigation and defense) incurred by any Insured as a direct result of any breach of any Covered Representation, subject in all cases to the exclusions, conditions, and limitations set forth in this Policy. Losses shall not include (a) consequential, incidental, punitive, or exemplary damages except to the extent such damages are awarded to a third party in connection with a Third-Party Claim, (b) loss of future profits or diminution in value calculated on a multiple-of-earnings or similar basis (except to the extent constituting direct Losses), (c) damages arising from matters excluded under Article IV, or (d) any amounts attributable to any individual Claim that does not exceed the De Minimis Threshold.
"Named Insured" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as identified on the Declarations Page.
"Policy Limit" means $55,000,000 (Fifty-Five Million United States Dollars) in the aggregate, as set forth in the Declarations Page.
"Policy Period" means, with respect to any Covered Representation, the period commencing on the Closing Date and expiring on the applicable expiration date set forth in the Declarations Page and in Article V hereof.
"Properties" means the fourteen (14) real properties owned by the Target Entities, as specifically identified and described in Schedule A hereto.
"Purchase Price" means $1,100,000,000 (One Billion One Hundred Million United States Dollars), being the aggregate purchase price paid by the Buyer to the Seller for one hundred percent (100%) of the membership interests in the Target Entities pursuant to the Acquisition Agreement.
"Retention" means the self-insured retention amount specified in the Declarations Page, being initially $11,000,000, stepping down to $5,500,000 on June 6, 2025, as more fully described in Article III hereof.
"Seller" means Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership.
"Seller's Knowledge Individuals" means the following individuals:
(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;
(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and
(c) Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC.
"Target Entities" means the fourteen (14) single-purpose Delaware limited liability companies listed on Schedule A hereto, each of which owns one of the Properties.
"Tax Representations" means those representations and warranties of the Seller set forth in the Acquisition Agreement that relate to tax matters, including without limitation representations regarding property taxes, income taxes, transfer taxes, and REIT qualification and compliance matters, in each case as specifically identified in Schedule B hereto.
"Third-Party Claim" means any Claim that arises from a claim, demand, action, suit, proceeding, or investigation brought or asserted by a person or entity that is not an Insured or an affiliate of an Insured.
"Underlying Transaction" means the acquisition by the Buyer of one hundred percent (100%) of the membership interests in the Target Entities from the Seller, as contemplated by and consummated pursuant to the Acquisition Agreement.
Section 1.2 — Interpretation
(a) Terms defined in the Acquisition Agreement and used but not otherwise defined in this Policy shall have the meanings ascribed to them in the Acquisition Agreement, as in effect on the date of execution thereof and giving effect to all amendments thereto.
(b) References in this Policy to sections, articles, exhibits, or schedules of the Acquisition Agreement are references to such sections, articles, exhibits, or schedules as in effect on the date of execution of the Acquisition Agreement (February 28, 2024), as amended by the First Amendment dated April 12, 2024 and the Second Amendment dated May 28, 2024.
(c) The headings and captions in this Policy are included for convenience of reference only and shall not affect the interpretation or construction of this Policy.
(d) Whenever the context requires, the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(f) References to "days" shall mean calendar days unless otherwise specified. If any period of time or deadline falls on a day that is not a business day, such period or deadline shall be extended to the next succeeding business day.
(g) References to "$" or "dollars" shall mean lawful currency of the United States of America.
(h) The terms "hereof," "herein," "hereto," "hereunder," and words of similar import shall refer to this Policy as a whole, including all Schedules hereto, and not to any particular provision of this Policy.
ARTICLE II — INSURING AGREEMENT
Section 2.1 — Coverage Grant
Subject to all of the terms, conditions, exclusions, and limitations of this Policy, including the Retention, the Policy Limit, and the exclusions set forth in Article IV, Sentinel Specialty Insurance Company hereby agrees to indemnify, defend, and hold harmless each Insured from and against all Losses arising out of or resulting from any breach of any Covered Representation that existed as of the Closing Date (June 6, 2024).
For purposes of this Policy, the Covered Representations shall be treated as if such Covered Representations were made and given directly to the Insurer for the benefit of each Insured, without regard to any limitation on the Seller's liability under the Acquisition Agreement, including without limitation any liability cap, deductible, basket, or survival limitation contained in the Acquisition Agreement, except as expressly provided herein.
Coverage under this Policy is excess of the Retention specified in the Declarations Page and as more fully described in Article III hereof. No amounts shall be payable by the Insurer under this Policy until the aggregate amount of all Losses exceeds the applicable Retention amount then in effect.
The aggregate liability of the Insurer under this Policy shall not exceed the Policy Limit of $55,000,000 (Fifty-Five Million United States Dollars). The Policy Limit shall be reduced by each payment of Loss made by the Insurer under this Policy. Once the aggregate amount of all payments made by the Insurer under this Policy equals the Policy Limit, the Insurer shall have no further liability under this Policy, and this Policy shall be deemed exhausted.
Section 2.2 — Covered Representations
This Policy covers the representations and warranties of the Seller as specifically enumerated and described in Schedule B hereto. The Covered Representations include, without limitation, the following categories of representations and warranties of the Seller set forth in the Acquisition Agreement:
(a) Organization and Good Standing. Representations that the Seller is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that each Target Entity is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) Authority and Enforceability. Representations that the Seller has full power, authority, and legal right to execute, deliver, and perform the Acquisition Agreement, and that the Acquisition Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to customary bankruptcy and equitable exceptions.
(c) Title to Membership Interests. Representations that the Seller is the sole and exclusive owner of one hundred percent (100%) of the membership interests in each Target Entity, free and clear of all liens, encumbrances, pledges, security interests, and adverse claims of any kind (other than transfer restrictions set forth in the operating agreements of the Target Entities and restrictions arising under applicable securities laws).
(d) No Conflicts or Violations. Representations that the execution, delivery, and performance by the Seller of the Acquisition Agreement and the consummation of the Underlying Transaction do not and will not conflict with, violate, or result in a breach of any provision of the organizational documents of the Seller or any Target Entity, any contract or agreement to which the Seller or any Target Entity is a party, or any applicable law, rule, regulation, judgment, order, or decree.
(e) No Brokers or Finders. Representations that neither the Seller nor any Target Entity has engaged or is obligated to pay any broker, finder, or intermediary in connection with the Underlying Transaction (other than brokers disclosed in the Acquisition Agreement whose fees are the sole responsibility of the Seller).
(f) Compliance with Laws. Representations that each Target Entity and each Property is in material compliance with all applicable federal, state, and local laws, statutes, regulations, ordinances, codes, and orders, including without limitation all environmental laws, building codes, fire codes, health and safety regulations, and accessibility requirements.
(g) Real Property Matters. Representations regarding the title, condition, zoning, permitted exceptions, and other matters relating to each of the fourteen (14) Properties, including representations that each Target Entity has good, marketable, and insurable fee simple title to the Property it owns, subject only to the Permitted Exceptions set forth in PSA Exhibit P.
(h) Leases. Representations regarding the eighty-seven (87) leases in effect across the portfolio as of the Closing Date, including representations as to the accuracy and completeness of the rent roll, the absence of tenant defaults, the status and amount of tenant security deposits (aggregating $4,283,000 across the portfolio), and the enforceability of lease terms.
(i) Environmental Matters. Representations regarding environmental compliance and the environmental condition of each Property, consistent with the findings of the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC, including representations that twelve (12) Properties received clean findings and two (2) Properties (Westlake Distribution Hub and Lakeland Crossings Industrial) were identified as having de minimis recognized environmental conditions.
(j) Tax Matters. Representations regarding property taxes, income taxes, transfer taxes, and REIT-related tax compliance matters, including representations that all property taxes have been paid when due and that each Target Entity has been properly treated for federal income tax purposes.
(k) Litigation. Representations regarding the absence of pending or, to the Seller's knowledge, threatened litigation, arbitration, or governmental proceedings against or affecting the Seller, any Target Entity, or any Property, except as disclosed in PSA Exhibit J.
(l) Service Contracts. Representations regarding the sixty-three (63) service contracts and vendor agreements in effect across the portfolio, including representations as to the accuracy and completeness of the list of contracts provided, the absence of material defaults, and the assignability of such contracts.
(m) Insurance. Representations regarding the insurance coverage maintained by the Seller and each Target Entity with respect to the Properties, including the types and amounts of coverage and the absence of material pending claims.
(n) Financial Statements and Operating Data. Representations regarding the accuracy and completeness of the financial statements, operating statements, and other operating data provided to the Buyer in connection with the Underlying Transaction.
(o) Loan Documents. Representations regarding the outstanding mortgage indebtedness encumbering the Properties, including representations as to the terms, conditions, outstanding balances, and payment status of the loans made by Pinnacle Federal Bank, N.A. ($421,600,000 aggregate, Loans 1-A through 1-H), Veltrano Capital Lending Corp. ($142,300,000 aggregate, Loans 2-A through 2-D), and Sycamore Life Insurance Company ($48,100,000 aggregate, Loans 3-A and 3-B), totaling $612,000,000 in aggregate assumed debt.
(p) FIRPTA Status. Representations regarding the status of the Seller and each Target Entity under the Foreign Investment in Real Property Tax Act of 1980, as amended, including representations that the Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.
The specific sections and subsections of the Acquisition Agreement constituting the Covered Representations are set forth in detail in Schedule B hereto.
Section 2.3 — Buyer-Side Policy; No Privity with Seller
This Policy is a buyer-side representations and warranties insurance policy. The Seller is not a party to this Policy and has no rights, obligations, or liabilities hereunder. The Insurer shall have no right of subrogation, contribution, or other claim against the Seller, except in cases of fraud by the Seller or any Seller's Knowledge Individual, as more fully set forth in Article VII hereof.
Coverage under this Policy is not contingent upon the Insured first pursuing, exhausting, or otherwise seeking remedies against the Seller under the indemnification provisions of the Acquisition Agreement or otherwise. The Insured shall be free to make a Claim directly under this Policy without having made or pursued any claim against the Seller, and the Insurer shall not deny or reduce coverage on the basis that the Insured has not first sought recovery from the Seller.
The issuance of this Policy does not create any contractual relationship or privity between the Insurer and the Seller, and the Seller shall have no obligation to cooperate with or provide information to the Insurer in connection with any Claim, except to the extent such cooperation may be required under the Acquisition Agreement.
Section 2.4 — Relationship to Acquisition Agreement Indemnification
The Retention set forth in this Policy may be satisfied by Losses actually incurred by the Insured, whether or not such Losses are actually recovered from the Seller under the indemnification provisions of the Acquisition Agreement. For the avoidance of doubt, the Insured need not demonstrate that it has made a claim against the Seller, or that any claim against the Seller has been denied, rejected, or otherwise unsuccessful, in order to satisfy the Retention.
The existence of the $16,500,000 indemnity escrow held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the terms of the Acquisition Agreement (the "Indemnity Escrow") shall not affect, reduce, or otherwise limit the coverage available under this Policy. Amounts recovered by the Insured from the Indemnity Escrow shall be credited toward satisfaction of the Retention, but shall not reduce the Policy Limit.
The Seller's liability caps under the Acquisition Agreement, including without limitation the General Representation Cap of $55,000,000, the Fundamental Representation Cap of $110,000,000, and the Basket of $5,500,000 (structured as a tipping basket), do not limit or affect the Insurer's obligations under this Policy once the Retention has been satisfied. This Policy is intended to provide the Insured with coverage that is independent of, and in addition to, the Insured's indemnification rights under the Acquisition Agreement.
ARTICLE III — RETENTION
Section 3.1 — Initial Retention
The Insurer shall have no liability for any Loss or any portion of a Loss under this Policy unless and until the aggregate amount of all Losses incurred by the Insured exceeds $11,000,000 (Eleven Million United States Dollars) (the "Initial Retention"). Once the aggregate amount of all Losses equals or exceeds the Initial Retention, the Insurer shall be liable for all Losses in excess of the Retention, up to the Policy Limit, subject to all other terms, conditions, exclusions, and limitations of this Policy.
For purposes of this Section 3.1, individual Losses that do not exceed the De Minimis Threshold of $275,000 per Claim shall not count toward satisfaction of the Retention and shall not be payable under this Policy regardless of the aggregate amount thereof.
Section 3.2 — Retention Step-Down
Effective as of June 6, 2025 (being the date that is twelve (12) months following the Closing Date), the Retention shall automatically and without further action by any party reduce from $11,000,000 to $5,500,000 (Five Million Five Hundred Thousand United States Dollars), representing fifty percent (50%) of the Initial Retention (the "Reduced Retention").
If, as of the step-down date, Losses incurred prior to June 6, 2025 have partially eroded the Initial Retention but have not fully satisfied it, the amount of such partial erosion shall be credited toward satisfaction of the Reduced Retention. By way of illustration, if Losses aggregating $8,000,000 have been incurred as of June 6, 2025, the Reduced Retention of $5,500,000 shall be deemed fully satisfied (because $8,000,000 exceeds $5,500,000), and the Insurer shall be liable for Losses in excess of $5,500,000, subject to the Policy Limit.
Section 3.3 — Satisfaction of Retention
The Retention may be satisfied by any one or more of the following:
(a) amounts actually recovered by the Insured from the Seller under the indemnification provisions of the Acquisition Agreement, including without limitation amounts recovered from the $16,500,000 Indemnity Escrow held by Commonwealth National Title Insurance Company;
(b) amounts that the Insured is entitled to recover from the Seller under the Acquisition Agreement but has not yet collected, provided that the Insured has made a good-faith claim against the Seller and such claim has not been denied or resolved in the Seller's favor; and
(c) amounts that the Insured would have been entitled to recover from the Seller under the Acquisition Agreement absent the application of the liability caps (including the General Representation Cap of $55,000,000 and the Fundamental Representation Cap of $110,000,000), baskets (including the $5,500,000 tipping basket), deductibles, or other limitations on the Seller's indemnification obligations set forth in the Acquisition Agreement.
Notwithstanding the foregoing, no individual Loss below the De Minimis Threshold of $275,000 shall count toward satisfaction of the Retention or be payable under this Policy, regardless of whether such Loss would otherwise constitute a Loss hereunder.
ARTICLE IV — EXCLUSIONS
Section 4.1 — General Exclusions
Notwithstanding anything in this Policy to the contrary, this Policy shall not cover, and the Insurer shall have no liability for, any Loss to the extent arising out of, resulting from, or attributable to any of the following:
(a) Known Matters / Buyer's Knowledge. Any breach of a Covered Representation to the extent that any of the Buyer's Knowledge Individuals (Marcus Devereaux, Leah Torrance, or David Elgin Park) had actual knowledge of such breach as of the Closing Date (June 6, 2024). For purposes of this exclusion, "actual knowledge" shall mean the conscious awareness of facts or circumstances constituting or giving rise to a breach of a Covered Representation, and shall not include constructive knowledge, imputed knowledge, or knowledge that any such individual should have had or could have obtained through further investigation or inquiry. The mere availability of information in data rooms, due diligence files, or publicly available records shall not, by itself, constitute actual knowledge for purposes of this exclusion.
(b) Forward-Looking Matters. Any Losses arising from facts, circumstances, events, or conditions first occurring, arising, or coming into existence after the Closing Date (June 6, 2024), as opposed to breaches of Covered Representations that existed as of the Closing Date. This Policy covers only breaches of Covered Representations that were inaccurate, incomplete, or untrue as of the Closing Date, and does not provide coverage for changes in circumstances, deterioration of conditions, or developments arising after the Closing Date.
(c) Purchase Price Adjustments. Any reduction in value, diminution in purchase price, or other adjustment attributable to the post-closing proration true-up mechanism, working-capital adjustments, or other purchase price adjustment mechanisms set forth in the Acquisition Agreement, including without limitation the final proration true-up amount of $347,218 agreed upon by the parties on August 28, 2024, and any adjustments arising under PSA Exhibit U.
(d) Consequential, Punitive, and Exemplary Damages. Loss of future profits, diminution in value (except to the extent constituting direct Losses as measured by the cost of remediation, repair, or correction of the underlying condition giving rise to the breach), lost business opportunity, reputational harm, punitive damages, exemplary damages, or damages calculated on a multiple-of-earnings, capitalization-rate adjustment, or similar formula basis, except to the extent that any such damages are awarded to a third party in a final, non-appealable judgment or settlement approved by the Insurer in connection with a Third-Party Claim.
(e) Pre-Closing Covenant Breaches. Any breach by the Seller of any covenant, obligation, or agreement (as distinguished from a representation or warranty) set forth in the Acquisition Agreement, including without limitation any breach of the Seller's pre-closing operating covenants, the Seller's obligation to deliver required consents or estoppel certificates, or the Seller's obligations under the transition services provisions of the Acquisition Agreement.
(f) Transfer Taxes. Any Losses arising from, relating to, or in connection with transfer taxes, documentary stamp taxes, recording fees, controlling-interest transfer taxes, or similar taxes or fees imposed in connection with the Underlying Transaction or the change in ownership of the Target Entities, including without limitation controlling-interest transfer taxes estimated at $3,850,000 in the aggregate across the states of Georgia, Florida, Tennessee, and North Carolina, whether or not such taxes were accurately estimated or properly accrued as of the Closing Date.
(g) Asbestos, Lead Paint, and Mold. Any Losses relating to or arising from the presence, discovery, or remediation of asbestos-containing materials, lead-based paint, or mold in, on, or at any of the Properties, to the extent that such conditions were:
(i) disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (Rachel Kwan, Project Manager) and delivered to the Buyer in connection with the Underlying Transaction; or
(ii) known to any of the Buyer's Knowledge Individuals as of the Closing Date.
For the avoidance of doubt, this exclusion shall apply only to the specific conditions disclosed or known as described above, and shall not exclude coverage for undisclosed or unknown asbestos, lead paint, or mold conditions that constitute a breach of a Covered Representation.
Section 4.2 — Specific Exclusions (Schedule C)
In addition to the General Exclusions set forth in Section 4.1, this Policy shall not cover, and the Insurer shall have no liability for, any Loss arising out of, resulting from, or attributable to the specific matters identified in Schedule C hereto. Schedule C sets forth specific matters identified during the due diligence process and disclosed in the Acquisition Agreement, its exhibits, and its disclosure schedules that are excluded from coverage under this Policy. The Insured acknowledges that the matters set forth in Schedule C were known to the Insured prior to the Closing Date and were considered and accounted for in the determination of the Purchase Price or otherwise addressed through specific transactional mechanisms (including purchase price credits, escrow holdbacks, and supplemental disclosure).
Section 4.3 — No Exclusion for Seller Fraud
Notwithstanding the foregoing provisions of this Article IV, the exclusions set forth in Sections 4.1 and 4.2 shall not apply to any Loss arising out of or resulting from fraud committed by the Seller or any of the Seller's Knowledge Individuals (Victor Lansdell, Elise Rathborne, or Sean Kilpatrick) in connection with the making of the Covered Representations. For purposes of this Section 4.3, "fraud" shall mean the intentional and knowing misrepresentation or omission of a material fact in a Covered Representation, made with the intent to deceive the Buyer and upon which the Buyer reasonably relied, resulting in a Loss to the Insured. In the event of Seller fraud, the Insurer shall be entitled to exercise its subrogation rights against the Seller and the Seller's Knowledge Individuals as set forth in Article VII hereof.
ARTICLE V — POLICY PERIOD AND SURVIVAL
Section 5.1 — General Representations
Coverage for Losses arising from breaches of General Representations shall expire at 11:59 p.m. Eastern Time on December 6, 2025 (being the date that is eighteen (18) months following the Closing Date). This expiration date is coterminous with the survival period for general representations and warranties of the Seller under the Acquisition Agreement.
All Claims for Losses arising from breaches of General Representations must be reported in writing to the Insurer prior to the expiration of coverage on December 6, 2025. Any Claim that is properly reported in accordance with the notice provisions of Article VI prior to December 6, 2025 shall survive until its final resolution, as provided in Section 5.4 hereof, notwithstanding the expiration of the coverage period for General Representations.
Section 5.2 — Fundamental Representations
Coverage for Losses arising from breaches of Fundamental Representations shall expire at 11:59 p.m. Eastern Time on June 6, 2027 (being the date that is thirty-six (36) months following the Closing Date).
All Claims for Losses arising from breaches of Fundamental Representations must be reported in writing to the Insurer prior to the expiration of coverage on June 6, 2027. Any Claim that is properly reported in accordance with the notice provisions of Article VI prior to June 6, 2027 shall survive until its final resolution, as provided in Section 5.4 hereof, notwithstanding the expiration of the coverage period for Fundamental Representations.
Section 5.3 — Tax Representations
Coverage for Losses arising from breaches of Tax Representations shall expire at 11:59 p.m. Eastern Time on June 6, 2027 (being the date that is thirty-six (36) months following the Closing Date). This expiration date is coterminous with the tax representation survival period under the Acquisition Agreement.
All Claims for Losses arising from breaches of Tax Representations must be reported in writing to the Insurer prior to the expiration of coverage on June 6, 2027. Any Claim that is properly reported in accordance with the notice provisions of Article VI prior to June 6, 2027 shall survive until its final resolution, as provided in Section 5.4 hereof, notwithstanding the expiration of the coverage period for Tax Representations.
Section 5.4 — Pending Claims
If a Claim has been properly noticed to the Insurer in accordance with the requirements of Article VI prior to the applicable expiration date set forth in Sections 5.1, 5.2, or 5.3 above, the Insurer's liability for such Claim shall continue, and the Insurer's obligations with respect to such Claim shall remain in full force and effect, until such Claim is finally resolved, whether by settlement, judgment, arbitration award, or other final disposition. The expiration of the applicable Policy Period shall not relieve the Insurer of its obligations with respect to any properly noticed Claim that remains pending as of the expiration date.
For purposes of this Section 5.4, a Claim shall be deemed "finally resolved" when all of the following conditions have been met: (a) the underlying breach giving rise to the Claim has been determined or adjudicated; (b) the amount of Loss, if any, has been finally determined; (c) all appeals or challenges have been exhausted or the time for filing any appeal has expired; and (d) the Insurer has made all required payments in respect of such Claim.
ARTICLE VI — CLAIMS PROCEDURES
Section 6.1 — Notice of Claim
The Insured shall provide written notice to the Insurer of any actual or potential Claim as promptly as reasonably practicable after any Buyer's Knowledge Individual or any officer or director of the Named Insured becomes aware of facts or circumstances reasonably likely to give rise to a Loss under this Policy. Notice shall be deemed "promptly" given if delivered within thirty (30) days of such awareness, though the Insured is encouraged to provide notice as early as practicable.
All notices of Claims shall be sent to the Insurer at the following address:
Sentinel Specialty Insurance Company 600 Third Avenue, 22nd Floor New York, New York 10016
Attention: Claims Department — Transactional Liability
E-mail: claims@sentinelspecialty.com
with a copy to the Insurance Broker at:
Hartwick Gunderson & Associates, Inc. 100 North Charles Street, Suite 1200 Baltimore, Maryland 21201
Attention: Peter Langford
E-mail: plangford@hartwickgunderson.com
Late notice shall not relieve the Insurer of its obligations under this Policy unless and to the extent the Insurer demonstrates that it has been actually and materially prejudiced by the delay in receiving such notice. The burden of demonstrating actual and material prejudice shall rest with the Insurer.
Section 6.2 — Contents of Notice
Each notice of Claim shall include, to the extent reasonably available to the Insured at the time of notice, the following:
(a) identification of the specific Covered Representation(s) alleged to have been breached, including a reference to the applicable section(s) of the Acquisition Agreement;
(b) a reasonably detailed description of the facts and circumstances giving rise to the Claim, including the date on which the Insured first became aware of such facts and circumstances;
(c) the Insured's good-faith estimate of the amount of Loss incurred or reasonably expected to be incurred in connection with the Claim, to the extent such an estimate can be made at the time of notice;
(d) copies of any relevant supporting documentation in the possession or control of the Insured, including without limitation correspondence, contracts, reports, invoices, and legal filings; and
(e) if the Claim arises from a Third-Party Claim, copies of all pleadings, demands, notices, or other documents received by the Insured in connection with such Third-Party Claim.
The Insured shall supplement and update any notice of Claim as additional information becomes available, and shall promptly notify the Insurer of any material developments relating to any pending Claim.
Section 6.3 — Third-Party Claims
If any Claim under this Policy arises from a claim, demand, action, suit, proceeding, or investigation brought or asserted by a person or entity that is not an Insured or an affiliate of an Insured (a "Third-Party Claim"), the following procedures shall apply:
(a) Control of Defense. The Insured shall have the right to control the defense, investigation, and resolution of any Third-Party Claim using counsel of its choosing, including without limitation Calderwood & Harkness LLP or any other counsel reasonably acceptable to the Insurer. The Insured shall conduct such defense in good faith and in a manner consistent with the defense of similar claims not covered by insurance.
(b) Insurer Participation. The Insurer shall have the right, but not the obligation, to participate in the defense of any Third-Party Claim at its own expense and with counsel of its own choosing. The Insurer's participation shall not relieve the Insured of its right to control the defense, nor shall the Insurer have the right to assume control of the defense of any Third-Party Claim without the prior written consent of the Insured.
(c) Settlement. The Insured shall not settle, compromise, or consent to the entry of judgment with respect to any Third-Party Claim without the prior written consent of the Insurer, which consent shall not be unreasonably withheld, conditioned, or delayed. The Insurer shall be deemed to have consented to any proposed settlement if it does not object in writing within twenty (20) business days after receipt of written notice of the proposed settlement terms, together with all material information reasonably necessary to evaluate the proposed settlement. If the Insurer withholds consent to a settlement proposed by the Insured and the Third-Party Claim is subsequently resolved for an amount greater than the proposed settlement, the Insurer shall be liable for the lesser of (i) the amount of the proposed settlement (less the Retention, if applicable) and (ii) the amount of the final resolution (less the Retention, if applicable), in each case subject to the Policy Limit.
(d) Cooperation. The Insured and the Insurer shall cooperate in good faith in connection with the defense, investigation, and resolution of any Third-Party Claim, including by sharing relevant information and coordinating defense strategies to the extent reasonably practicable.
Section 6.4 — Direct Claims
For Claims that are not Third-Party Claims (i.e., Direct Claims asserted by the Insured for breaches of Covered Representations discovered independently of any third-party action), the Insured shall provide the notice described in Section 6.1 and shall cooperate with the Insurer in investigating and evaluating the Claim.
The Insurer shall acknowledge receipt of each properly noticed Direct Claim within ten (10) business days of receipt. The Insurer shall thereafter diligently investigate the Claim and shall respond to each properly noticed Direct Claim, including a coverage determination, within sixty (60) calendar days of receipt of a complete Claim submission (including all documentation reasonably requested by the Insurer). If the Insurer determines that additional information or documentation is required in order to evaluate the Claim, the Insurer shall notify the Insured of such request within thirty (30) calendar days of receipt of the initial notice, and the sixty (60) day response period shall be tolled until the Insurer receives the requested information.
If the Insurer accepts a Direct Claim, payment of the Loss shall be made within thirty (30) calendar days of the Insurer's acceptance of the Claim and determination of the amount of Loss payable. If the Insurer denies a Direct Claim, the Insurer shall provide the Insured with a written explanation of the basis for the denial, including specific reference to the provisions of this Policy upon which the denial is based.
Section 6.5 — Cooperation
The Insured shall reasonably cooperate with the Insurer in the investigation, evaluation, and resolution of any Claim, including by:
(a) providing the Insurer with reasonable access to relevant documents, files, records, and data in the Insured's possession or control that relate to the Claim;
(b) making the Buyer's Knowledge Individuals and other relevant officers, directors, employees, and agents of the Insured reasonably available for interviews and discussions with the Insurer and its representatives;
(c) promptly notifying the Insurer of any material developments relating to any pending Claim; and
(d) taking reasonable steps to mitigate Losses arising from any breach of a Covered Representation, to the extent commercially reasonable.
Notwithstanding the foregoing, the Insured's obligation to cooperate shall not require the Insured to (i) waive, forfeit, or otherwise compromise any attorney-client privilege, work product protection, or other legal privilege or protection, (ii) take any action that would be prejudicial to the Insured's interests in any pending or threatened litigation or proceeding, or (iii) incur material out-of-pocket costs or expenses, unless the Insurer agrees in advance to reimburse such costs and expenses.
ARTICLE VII — SUBROGATION
Section 7.1 — Subrogation Rights
Upon payment of any Loss under this Policy, the Insurer shall be subrogated, to the extent of such payment, to all rights, claims, and causes of action of the Insured against any third party (other than those persons and entities as to whom subrogation is waived pursuant to Sections 7.2 and 7.3) with respect to the Loss for which payment has been made. The Insured shall execute and deliver such instruments and take such other actions as may be reasonably necessary to secure and preserve the Insurer's subrogation rights.
Any amounts recovered by the Insurer through the exercise of its subrogation rights shall be applied first to reimburse the Insurer for the costs and expenses of such recovery, second to reimburse the Insurer for the Loss payment made under this Policy, and third to reimburse the Insured for any portion of the Loss not paid by the Insurer (including the Retention).
Section 7.2 — No Subrogation Against Seller
The Insurer expressly and irrevocably waives any and all rights of subrogation, contribution, indemnification, or other recovery against the Seller, its affiliates (including without limitation Greystone Meridian Capital LLC and Argyle Property Services LLC), and their respective past, present, and future directors, officers, members, managers, partners, employees, agents, advisors, and representatives, in each case in connection with any Claim or Loss arising under this Policy.
Exception for Fraud. Notwithstanding the foregoing waiver, the Insurer shall retain and may exercise subrogation rights against the Seller and any Seller's Knowledge Individual (Victor Lansdell, Elise Rathborne, and Sean Kilpatrick) in the event that any Loss under this Policy arises from or is attributable to fraud committed by the Seller or any Seller's Knowledge Individual in connection with the making of any Covered Representation. For purposes of this Section 7.2, "fraud" shall have the meaning set forth in Section 4.3.
Section 7.3 — No Subrogation Against Specified Parties
In addition to the waiver of subrogation set forth in Section 7.2, the Insurer further waives any and all rights of subrogation against each of the following:
(a) any current or former director, officer, member, manager, employee, or agent of any Target Entity;
(b) any current or former tenant of any Property, including without limitation any tenant under any of the eighty-seven (87) leases in effect across the portfolio as of the Closing Date;
(c) any current or former property manager of any Property, including without limitation Argyle Property Services LLC and Fairwater Property Management LLC; and
(d) any current or former director, officer, employee, or agent of the Buyer or any Additional Insured.
The waivers set forth in this Section 7.3 shall not extend to any person or entity that has committed fraud in connection with the Covered Representations or the Underlying Transaction.
ARTICLE VIII — ASSIGNMENT AND SUCCESSORS
Section 8.1 — Assignment
This Policy may not be assigned, transferred, or conveyed by the Insured to any third party without the prior written consent of the Insurer, which consent may be withheld in the Insurer's sole and absolute discretion, except as follows:
(a) Automatic Assignment. This Policy shall automatically, and without the need for any consent or approval of the Insurer, be assigned to and shall inure to the benefit of any successor to the Insured (or any Target Entity) that acquires all or substantially all of the assets or equity interests of the Insured (or such Target Entity), whether by merger, consolidation, sale of assets, exchange of equity interests, or otherwise.
(b) Intra-Group Transfers. This Policy may be assigned by the Named Insured to any direct or indirect subsidiary of the Named Insured, or to any entity that is controlled by, controls, or is under common control with the Named Insured, without the consent of the Insurer, provided that the Named Insured provides written notice of such assignment to the Insurer within thirty (30) days of the effective date thereof.
(c) Financing Assignments. The Insured may collaterally assign its rights under this Policy to a lender providing financing to the Insured or any Target Entity, provided that any such collateral assignment shall be subject to all of the terms, conditions, exclusions, and limitations of this Policy.
Any purported assignment in violation of this Section 8.1 shall be void and of no force or effect.
Section 8.2 — Successors
This Policy shall be binding upon and inure to the benefit of the Insurer and its successors and assigns, and the Insured and its successors and permitted assigns, in each case in accordance with and subject to the terms of this Policy.
ARTICLE IX — MISCELLANEOUS
Section 9.1 — Entire Agreement
This Policy, together with the Declarations Page and Schedules A through C attached hereto and incorporated herein by reference, constitutes the entire agreement between the Insurer and the Insured with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings, representations, and warranties, whether written or oral, relating to the subject matter of this Policy. No extrinsic evidence shall be used to vary, contradict, or supplement the terms of this Policy.
Section 9.2 — Amendments
No amendment, modification, supplement, or waiver of any provision of this Policy shall be effective unless set forth in a written instrument duly executed by both the Insurer and the Insured (or, in the case of a waiver, by the party against whom enforcement of such waiver is sought). No course of dealing, course of performance, or trade usage shall be deemed to amend or modify this Policy.
Section 9.3 — Severability
If any provision of this Policy, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Policy shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permissible so as to give effect to the original intent of the parties. If such reformation is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Policy, and the remaining provisions shall be interpreted so as to give effect to the intent of the parties to the greatest extent possible.
Section 9.4 — Governing Law
This Policy shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of law principles that would result in the application of the laws of any other jurisdiction. The governing law of this Policy is consistent with the governing law of the Acquisition Agreement.
Section 9.5 — Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Policy, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be resolved by binding arbitration conducted in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.
The arbitration shall be conducted before a panel of three (3) arbitrators. The Insured shall appoint one arbitrator, the Insurer shall appoint one arbitrator, and the two party-appointed arbitrators shall together appoint the third arbitrator, who shall serve as the chair of the tribunal. If the two party-appointed arbitrators are unable to agree on the appointment of the third arbitrator within thirty (30) days of the appointment of the second arbitrator, the third arbitrator shall be appointed by the American Arbitration Association.
Each arbitrator shall have substantial experience in insurance coverage disputes and, to the extent reasonably practicable, familiarity with representations and warranties insurance and real estate transactions. The arbitral tribunal shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive relief and specific performance, but shall not have the authority to award punitive or exemplary damages. The decision and award of the arbitral tribunal shall be final and binding upon the parties and may be entered and enforced in any court having jurisdiction thereof.
The costs and expenses of the arbitration, including the fees and expenses of the arbitrators, shall be borne equally by the Insured and the Insurer, unless the arbitral tribunal determines that a different allocation is appropriate under the circumstances. Each party shall bear its own attorneys' fees and expenses, unless the arbitral tribunal determines that the position of the non-prevailing party was frivolous or maintained in bad faith, in which case the arbitral tribunal may award reasonable attorneys' fees and expenses to the prevailing party.
The arbitration proceedings and any information disclosed therein shall be confidential and shall not be disclosed to any third party (other than the parties' respective legal and financial advisors) without the prior written consent of both parties, except as may be required by applicable law or regulation.
Section 9.6 — Notices
All notices, requests, demands, consents, and other communications required or permitted under this Policy shall be in writing and shall be deemed to have been duly given when: (a) delivered in person; (b) sent by nationally recognized overnight courier service (with confirmation of delivery); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) transmitted by electronic mail (with confirmation of receipt), in each case to the following addresses (or to such other addresses as a party may designate by notice in accordance with this Section):
If to the Insurer:
Sentinel Specialty Insurance Company 600 Third Avenue, 22nd Floor New York, New York 10016
Attention: Claims Department — Transactional Liability
E-mail: claims@sentinelspecialty.com
If to the Insured:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
E-mail: dpark@fairwaterreit.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
E-mail: dfairchild@calderwoodharkness.com
If to the Insurance Broker (for informational purposes only):
Hartwick Gunderson & Associates, Inc. 100 North Charles Street, Suite 1200 Baltimore, Maryland 21201
Attention: Peter Langford
E-mail: plangford@hartwickgunderson.com
Section 9.7 — Waiver
No failure or delay by any party in exercising any right, power, or privilege under this Policy shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Policy are cumulative and are not exclusive of any rights or remedies that may otherwise be available at law or in equity.
Section 9.8 — Currency
All amounts expressed in this Policy, including without limitation the Policy Limit, the Retention, the De Minimis Threshold, the Premium, and all Losses, are denominated in, and shall be paid in, United States Dollars.
Section 9.9 — No Third-Party Beneficiaries
Except for the Additional Insureds expressly identified in the Declarations Page and their successors and permitted assigns, no person or entity that is not a party to this Policy shall have any right, benefit, or interest under or by virtue of this Policy. Without limiting the generality of the foregoing, the Seller, the Seller's Knowledge Individuals, and any other person or entity involved in the Underlying Transaction shall not be deemed a third-party beneficiary of this Policy, except that the waivers of subrogation set forth in Article VII are intended for the benefit of the persons and entities identified therein and may be enforced by such persons and entities as third-party beneficiaries of such waivers.
Section 9.10 — Counterparts
This Policy may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail in portable document format (.pdf) or by any other electronic means shall be effective as delivery of a manually executed counterpart.
SCHEDULE A
TARGET ENTITIES AND PROPERTIES
The following table sets forth the fourteen (14) Target Entities, their respective Employer Identification Numbers, and the Properties owned by each Target Entity, together with certain descriptive information regarding each Property.
Target Entities and Properti