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Contract analysis / consent-fee-wire-confirmation-memo.docx
consent-fee-wire-confirmation-memo.docx
1036-00004 · 22 clauses
High · 1 Medium · 1 Standard · 9
1. Purpose and Summary Standard
⚑ Commercial term
1. Purpose and Summary This internal memorandum confirms the execution and verification of all wire transfers for lender consent fees required under the Purchase and Sale Agreement dated February 28, 2024 (the "PSA"), 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"), in co
2. Background — Consent Fee Obligations Standard
⚑ Commercial term
2. Background — Consent Fee Obligations 2.1 Lender Consent Requirement Each of the three existing mortgage loan agreements contains a change of control provision that restricts transfers of direct or indirect ownership interests in the applicable borrower entity. The specific provisions are summarized as follows: Pinnacle Federal Bank, N.A. — Section 5.02(d) of the Master Loan Agreement dated September 15, 2020 (the
3. Wire Transfer Instructions — By Lender Standard
⚑ Commercial term
3. Wire Transfer Instructions — By Lender Set forth below are the wire transfer instructions utilized for each of the three consent fee payments, together with relevant identifying information for each lender, the applicable loan facility, and the properties secured thereunder. 3.1 Pinnacle Federal Bank, N.A. Payee: Pinnacle Federal Bank, N.A. Address: 600 Travis Street, Suite 4400, Houston, Texas 77002 Amount: $1,05
1. Fairfield Logistics Center I — 4200 Fairfield Industrial Boulevard, Fairburn, Georgia
1. Fairfield Logistics Center I — 4200 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield I LLC; Loan 1-A)
2. Fairfield Logistics Center II — 4300 Fairfield Industrial Boulevard, Fairburn, Georgia
2. Fairfield Logistics Center II — 4300 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield II LLC; Loan 1-B)
3. Westlake Distribution Hub — 11500 Westlake Parkway, Houston, Texas 77077 (Borrower: GM
3. Westlake Distribution Hub — 11500 Westlake Parkway, Houston, Texas 77077 (Borrower: GMP Westlake LLC; Loan 1-C)
4. Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, Texas 77450 (Borrower: GMP Kat
4. Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, Texas 77450 (Borrower: GMP Katy LLC; Loan 1-D)
5. Alliance Commerce Center — 2800 Alliance Gateway Boulevard, Fort Worth, Texas 76177 (B
5. Alliance Commerce Center — 2800 Alliance Gateway Boulevard, Fort Worth, Texas 76177 (Borrower: GMP Alliance LLC; Loan 1-E)
6. Lakeland Crossings Industrial — 7100 Drane Field Road, Lakeland, Florida 33811 (Borrow
6. Lakeland Crossings Industrial — 7100 Drane Field Road, Lakeland, Florida 33811 (Borrower: GMP Lakeland LLC; Loan 1-F)
7. Southport Logistics Park — 3200 Southport Connector Road, Jacksonville, Florida 32218
7. Southport Logistics Park — 3200 Southport Connector Road, Jacksonville, Florida 32218 (Borrower: GMP Southport LLC; Loan 1-G)
8. Murfreesboro Distribution Center — 1600 Joe B. Jackson Parkway, Murfreesboro, Tennesse Standard
⚑ Commercial term
8. Murfreesboro Distribution Center — 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 (Borrower: GMP Murfreesboro LLC; Loan 1-H) Loan Terms Summary: Aggregate outstanding principal balance of $421,600,000.00 as of February 28, 2024; fixed interest rate of 4.22% per annum; scheduled maturity date of July 1, 2028; cross-collateralized and cross-defaulted across all eight borrower entities under the Pinnacle
1. Buckhead Place Office Tower — 3380 Peachtree Road NE, Atlanta, Georgia 30326 (Borrower
1. Buckhead Place Office Tower — 3380 Peachtree Road NE, Atlanta, Georgia 30326 (Borrower: GMP Buckhead LLC; Loan 2-A)
2. SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210 (Borr
2. SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210 (Borrower: GMP SouthPark LLC; Loan 2-B)
3. Cool Springs Office Park — 5000 Virginia Way, Brentwood, Tennessee 37027 (Borrower: GM
3. Cool Springs Office Park — 5000 Virginia Way, Brentwood, Tennessee 37027 (Borrower: GMP Cool Springs LLC; Loan 2-C)
4. Brickell Bay Office Building — 1450 Brickell Avenue, Miami, Florida 33131 (Borrower: G Standard
⚑ Commercial term
4. Brickell Bay Office Building — 1450 Brickell Avenue, Miami, Florida 33131 (Borrower: GMP Brickell LLC; Loan 2-D) Loan Terms Summary: Aggregate outstanding principal balance of $142,300,000.00 as of February 28, 2024; fixed interest rate of 4.68% per annum; scheduled maturity date of March 1, 2029; cross-collateralized and cross-defaulted across all four borrower entities under the Veltrano Loan Agreement. The cons
1. Peachtree Corners Logistics Center — 5900 Peachtree Industrial Boulevard, Peachtree Co
1. Peachtree Corners Logistics Center — 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071 (Borrower: GMP Peachtree LLC; Loan 3-A)
2. Mount Juliet Commerce Park — 400 South Mount Juliet Road, Mount Juliet, Tennessee 3712 Standard
⚑ Commercial term
2. Mount Juliet Commerce Park — 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 (Borrower: GMP Mount Juliet LLC; Loan 3-B) Loan Terms Summary: Aggregate outstanding principal balance of $48,100,000.00 as of February 28, 2024; fixed interest rate of 3.95% per annum; scheduled maturity date of December 1, 2030; cross-collateralized and cross-defaulted across both borrower entities under the Sycamore NPA. The
4. Wire Transfer Verification and Confirmation Medium
⚑ Forum / governing law
4. Wire Transfer Verification and Confirmation 4.1 Verification Procedures In accordance with C&H's standard wire fraud prevention protocols and consistent with the firm's policies on verification of wire instructions for transactions involving the disbursement of funds in excess of $25,000, the wire instructions for each lender were subjected to the following verification procedures: Step 1 — Receipt of Written Inst
5. Closing Statement Treatment Standard
⚑ Commercial term
5. Closing Statement Treatment The consent fees are reflected in the Closing Settlement Statements for both Buyer and Seller, which were prepared by C&H in coordination with Commonwealth National Title Insurance Company and reviewed and approved by both Buyer's and Seller's respective counsel prior to closing. The treatment of the consent fees on the settlement statements is as follows: • The total aggregate consent
6. Coordination with Related Closing Deliverables Standard
⚑ Commercial term
6. Coordination with Related Closing Deliverables The consent fee payments described in this memorandum were coordinated with, and represent a condition to the effectiveness of, the following related closing deliverables: Executed Lender Consents: • Lender Consent Letter — Pinnacle Federal Bank, N.A., dated June 4, 2024, executed by Bradley Carston, Senior Vice President, on behalf of Pinnacle • Lender Consent Letter
7. Attachments Standard
⚑ Commercial term
7. Attachments The following attachments are appended to this memorandum and form a part hereof: Attachment A: Wire instruction letters from each lender's counsel: • Letter from Whitfield & Archer LLP (Sandra Whitfield, Partner), dated June 3, 2024, providing wire instructions for Pinnacle Federal Bank, N.A. • Letter from Cranford McCabe LLP (Leo Cranford, Partner), dated May 15, 2024, providing wire instructions for
8. Prepared By High
⚑ Non-compete / exclusivity restraint
8. Prepared By Prepared by: Rafael Dominguez Associate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-4100 Email: rdominguez@calderwoodharkness.com Date: June 6, 2024 Reviewed by: Grace Nakamura Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-7800 Email: gnakamura@calderwoodharkness.com Date: June 6, 2024 Thi