EXHIBIT N
ENVIRONMENTAL REPORTS LIST
Attached to and forming part of that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
The following is a complete list of all environmental reports, assessments, and related documentation delivered or made available by Seller to Buyer in connection with the Properties, as referenced in Section 5.3(f) of the Agreement. All Phase I Environmental Site Assessments listed below were prepared by Trident Environmental Group LLC, 5500 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416 (the "Environmental Consultant"), under the direction of Rachel Kwan, Senior Environmental Scientist. Each Phase I ESA was prepared in conformance with the scope and limitations of ASTM Standard Practice E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, and satisfies the requirements of the All Appropriate Inquiries ("AAI") Rule promulgated by the United States Environmental Protection Agency at 40 C.F.R. Part 312. The reports listed herein were commissioned by Seller during the Diligence Period established under Section 5.3 of the Agreement and were completed and delivered to Buyer prior to the expiration of the Diligence Period on April 15, 2024.
Section 1: Phase I Environmental Site Assessments
The following table sets forth each Phase I Environmental Site Assessment prepared by the Environmental Consultant with respect to the fourteen (14) Properties that are the subject of the Agreement. Each report is identified by its assigned report number, the corresponding Property name and address, the Target Entity holding title to the applicable Property, the date of issuance, the report title and internal reference number, and a summary of the Environmental Consultant's findings.
Section 2: Phase II Environmental Site Assessments
No Phase II Environmental Site Assessments were required or conducted for any of the fourteen (14) Properties listed in Section 1 above. In connection with each Phase I ESA report, the Environmental Consultant evaluated whether conditions at the applicable Property warranted the performance of a Phase II Environmental Site Assessment pursuant to ASTM Standard Practice E1903-19 and, in each instance, concluded that no such investigation was necessary. With respect to the two (2) Properties for which de minimis Recognized Environmental Conditions were identified — specifically, the Westlake Distribution Hub (ESA-003) and Lakeland Crossings Industrial (ESA-006) — the Environmental Consultant determined that the conditions were adequately characterized, controlled, and documented on the basis of existing information, and that the nature and extent of each condition did not rise to a level warranting subsurface investigation, groundwater sampling, or other Phase II assessment activities. Accordingly, no Phase II ESA reports are included in this Exhibit N.
Section 3: Summary of Findings
The following is a summary of the aggregate findings of the fourteen (14) Phase I Environmental Site Assessments listed in Section 1:
• Total Phase I ESAs Completed: Fourteen (14) of fourteen (14) Properties, representing one hundred percent (100%) of the portfolio that is the subject of the Agreement.
• Properties with No Recognized Environmental Conditions (Clean): Twelve (12) of fourteen (14) Properties, consisting of:
Fairfield Logistics Center I (ESA-001); Fairfield Logistics Center II (ESA-002); Katy Freeway Logistics Park (ESA-004); Alliance Commerce Center (ESA-005); Southport Logistics Park (ESA-007); Murfreesboro Distribution Center (ESA-008); Buckhead Place Office Tower (ESA-009); SouthPark Corporate Center (ESA-010); Cool Springs Office Park (ESA-011); Brickell Bay Office Building (ESA-012); Peachtree Corners Logistics Center (ESA-013); and Mount Juliet Commerce Park (ESA-014).
• Properties with De Minimis Recognized Environmental Conditions (Controlled): Two (2) of fourteen (14) Properties, consisting of:
Westlake Distribution Hub (ESA-003) — de minimis REC related to historical petroleum distribution operations on an adjacent parcel and minor observed soil staining at the subject property's southeast loading area; and
Lakeland Crossings Industrial (ESA-006) — de minimis REC related to former agricultural use of the property prior to 2019 development, with low-level residual organochlorine pesticide concentrations detected in limited soil sampling conducted during original site construction.
In each case, the Environmental Consultant assessed the identified condition as controlled and not constituting a material environmental risk to the subject property or its current or anticipated use.
• Phase II ESAs Required: None. The Environmental Consultant confirmed in each Phase I ESA report that no conditions warranting Phase II investigation were identified at any of the fourteen (14) Properties.
• Environmental Consultant Recommendation: No further environmental investigation or assessment was recommended for any Property in the portfolio.
Section 4: Additional Environmental Documentation
In addition to the fourteen (14) Phase I Environmental Site Assessments listed in Section 1 above, the following supplemental environmental documentation was made available by Seller to Buyer in the electronic data room established under Section 5.3(a) of the Agreement or was otherwise delivered to Buyer or Buyer's representatives during the Diligence Period:
1. Prior Phase I Environmental Site Assessments. Phase I ESAs prepared at the time of Seller's original acquisition of each Property (during the period 2019 through 2021), as referenced in, and incorporated by reference into, the current Phase I ESA reports prepared by the Environmental Consultant. These prior reports were prepared by various environmental consulting firms engaged by Seller's predecessors-in-interest and were reviewed by the Environmental Consultant as part of the historical research and records review conducted for the current Phase I ESA reports. Copies of each prior Phase I ESA are included in the data room under the folder designated "Environmental — Prior Reports."
2. Environmental Compliance Records and Permits. All material environmental compliance records, permits, registrations, and correspondence with federal, state, and local environmental regulatory agencies maintained by each Target Entity with respect to its applicable Property, including without limitation any notices of violation, compliance orders, inspection reports, and voluntary cleanup agreements (none of which were identified for any of the fourteen Properties). These records are included in the data room under the folder designated "Environmental — Compliance."
3. Asbestos and Lead-Based Paint Survey Reports. Asbestos-containing materials (ACM) survey reports and lead-based paint (LBP) inspection reports, where applicable, primarily for the office properties within the portfolio that include improvements constructed prior to 2020. These surveys were conducted at the time of Seller's original acquisition and, where applicable, in connection with tenant improvement construction. The following Properties have ACM and/or LBP surveys on file:
(a) Buckhead Place Office Tower (ESA-009) — ACM survey and LBP inspection report, dated September 2020, prepared by SafeGuard Environmental Services, Inc.
(b) SouthPark Corporate Center (ESA-010) — ACM survey and LBP inspection report, dated July 2021, prepared by SafeGuard Environmental Services, Inc.
(c) Cool Springs Office Park (ESA-011) — ACM survey and LBP inspection report, dated October 2020, prepared by SafeGuard Environmental Services, Inc.
(d) Brickell Bay Office Building (ESA-012) — ACM survey and LBP inspection report, dated March 2021, prepared by SafeGuard Environmental Services, Inc.
No asbestos-containing materials or lead-based paint were identified in any of the surveys referenced above. No ACM or LBP surveys were required for the logistics and industrial properties in the portfolio, all of which were constructed after 2018 with materials that do not contain asbestos or lead-based paint.
4. Underground Storage Tank Documentation. Documentation confirming that no underground storage tanks (USTs) are located at, or have previously been registered for, any of the fourteen (14) Properties. This confirmation is based on (i) regulatory database searches conducted by the Environmental Consultant in connection with each Phase I ESA, (ii) review of historical records and building plans maintained by each Target Entity, and (iii) site reconnaissance observations. UST confirmation documentation is included in the data room under the folder designated "Environmental — UST Confirmation."
Section 5: Reliance and Certifications
Each Phase I Environmental Site Assessment listed in Section 1 of this Exhibit N is addressed to, and may be relied upon by, the following parties:
(a) Fairwater Real Estate Investment Trust — as Buyer under the Agreement;
(b) Calderwood & Harkness LLP — as counsel to Buyer, with offices at 599 Lexington Avenue, New York, New York 10022;
(c) Commonwealth National Title Insurance Company — as Title Insurer and Escrow Agent under the Agreement, acting through its national commercial services division;
(d) Pinnacle Federal Bank, N.A. — as lender providing acquisition financing for the eight (8) logistics and industrial properties within the portfolio (specifically, ESA-001 through ESA-008 and ESA-013), pursuant to that certain Loan Agreement to be entered into between Buyer and Pinnacle Federal Bank, N.A. on or before the Closing Date;
(e) Veltrano Capital Lending Corp. — as lender providing acquisition financing for the four (4) office properties within the portfolio (specifically, ESA-009 through ESA-012), pursuant to that certain Loan Agreement to be entered into between Buyer and Veltrano Capital Lending Corp. on or before the Closing Date; and
(f) Sycamore Life Insurance Company — as lender providing supplemental acquisition financing for two (2) logistics properties within the portfolio (specifically, ESA-013 and ESA-014), pursuant to that certain Loan Agreement to be entered into between Buyer and Sycamore Life Insurance Company on or before the Closing Date.
Reliance letters from Trident Environmental Group LLC, each dated as of the date of the corresponding Phase I ESA report and executed by Rachel Kwan, Senior Environmental Scientist, extending reliance to the parties listed in clauses (a) through (f) above, are included as Appendix F to each Phase I ESA report. Each reliance letter confirms that the named reliance parties may rely on the findings, conclusions, and recommendations contained in the applicable Phase I ESA report to the same extent as if such report had been originally addressed to such party, subject to the standard terms, conditions, and limitations of liability set forth in the Phase I ESA report and the Environmental Consultant's engagement agreement.
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END OF EXHIBIT N
ENVIRONMENTAL REPORTS LIST
Attached to and forming part of that certain Purchase and Sale Agreement dated as of February 28, 2024
by and between
Greystone Meridian Partners Fund III, L.P. (Seller)
and
Fairwater Real Estate Investment Trust (Buyer)
| Report No. | Property Name | Property Address (City, State) | Target Entity (LLC) | Report Date | Report Title / Reference Number | Findings Summary |
| ESA-001 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 | GMP Fairfield I LLC | November 15, 2023 | Phase I Environmental Site Assessment — Fairfield Logistics Center I, Fairburn, Georgia / TEG Ref. No. 2023-ATL-4401 | No Recognized Environmental Conditions (RECs) identified. No Controlled Recognized Environmental Conditions (CRECs) or Historical Recognized Environmental Conditions (HRECs) identified. No further investigation recommended. |
| ESA-002 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213 | GMP Fairfield II LLC | November 15, 2023 | Phase I Environmental Site Assessment — Fairfield Logistics Center II, Fairburn, Georgia / TEG Ref. No. 2023-ATL-4402 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-003 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, Texas 77082 | GMP Westlake LLC | December 4, 2023 | Phase I Environmental Site Assessment — Westlake Distribution Hub, Houston, Texas / TEG Ref. No. 2023-HOU-4403 | De minimis Recognized Environmental Condition identified — historical use of adjacent parcel (APN 041-229-007) as a petroleum distribution facility (circa 1978–1996); minor soil staining observed at the southeast loading area of the subject property during site reconnaissance. Environmental Consultant assessed the condition as controlled under current site operations and not requiring a Phase II Environmental Site Assessment. No further investigation recommended by Environmental Consultant. |
| ESA-004 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, Texas 77449 | GMP Katy LLC | December 4, 2023 | Phase I Environmental Site Assessment — Katy Freeway Logistics Park, Katy, Texas / TEG Ref. No. 2023-HOU-4404 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-005 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 | GMP Alliance LLC | December 11, 2023 | Phase I Environmental Site Assessment — Alliance Commerce Center, Fort Worth, Texas / TEG Ref. No. 2023-DFW-4405 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-006 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, Florida 33811 | GMP Lakeland LLC | November 29, 2023 | Phase I Environmental Site Assessment — Lakeland Crossings Industrial, Lakeland, Florida / TEG Ref. No. 2023-TPA-4406 | De minimis Recognized Environmental Condition identified — former agricultural use of the property (pre-development, prior to 2019 construction of the existing improvements); low-level residual pesticide concentrations (organochlorines) detected in limited soil sampling conducted during original site development by the prior owner. Environmental Consultant assessed the condition as controlled under existing institutional controls recorded against the property and not requiring a Phase II Environmental Site Assessment. No further investigation recommended by Environmental Consultant. |
| ESA-007 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, Florida 32218 | GMP Southport LLC | November 29, 2023 | Phase I Environmental Site Assessment — Southport Logistics Park, Jacksonville, Florida / TEG Ref. No. 2023-JAX-4407 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-008 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 | GMP Murfreesboro LLC | December 18, 2023 | Phase I Environmental Site Assessment — Murfreesboro Distribution Center, Murfreesboro, Tennessee / TEG Ref. No. 2023-NSH-4408 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-009 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, Georgia 30326 | GMP Buckhead LLC | November 20, 2023 | Phase I Environmental Site Assessment — Buckhead Place Office Tower, Atlanta, Georgia / TEG Ref. No. 2023-ATL-4409 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-010 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, North Carolina 28210 | GMP SouthPark LLC | December 8, 2023 | Phase I Environmental Site Assessment — SouthPark Corporate Center, Charlotte, North Carolina / TEG Ref. No. 2023-CLT-4410 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-011 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, Tennessee 37027 | GMP Cool Springs LLC | December 18, 2023 | Phase I Environmental Site Assessment — Cool Springs Office Park, Brentwood, Tennessee / TEG Ref. No. 2023-NSH-4411 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-012 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, Florida 33131 | GMP Brickell LLC | November 29, 2023 | Phase I Environmental Site Assessment — Brickell Bay Office Building, Miami, Florida / TEG Ref. No. 2023-MIA-4412 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-013 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071 | GMP Peachtree LLC | November 20, 2023 | Phase I Environmental Site Assessment — Peachtree Corners Logistics Center, Peachtree Corners, Georgia / TEG Ref. No. 2023-ATL-4413 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |
| ESA-014 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 | GMP Mount Juliet LLC | December 18, 2023 | Phase I Environmental Site Assessment — Mount Juliet Commerce Park, Mount Juliet, Tennessee / TEG Ref. No. 2023-NSH-4414 | No Recognized Environmental Conditions (RECs) identified. No CRECs or HRECs identified. No further investigation recommended. |