Contract analysis

Section 1 — Affiant Identification and Authority The undersigned, ____ (the "Affiant"), in his/her capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company (the "General Partner"), the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Owner" or "Seller"), being first duly sworn according to law, deposes and sta

Section 2 — Identity of Owner / Chain of Title 2.1. The Company is the sole owner in fee simple absolute of the Property described in Schedule A attached hereto. The Company holds good, marketable, and insurable fee simple title to the Property, subject only to the Permitted Exceptions (as defined in the Agreement and set forth in Exhibit P thereto). 2.2. The Company acquired title to the Property by that certain dee

Section 3 — Possession and Parties in Possession 3.1. The Property is occupied by tenants under written lease agreements. A true, correct, and complete rent roll of all tenants in possession of, or having a right to possess, the Property (the "Rent Roll") has been delivered to Buyer as Exhibit H to the Agreement. The Rent Roll reflects eighty-seven (87) leases across the portfolio of fourteen (14) properties being tr

Section 4 — Liens and Encumbrances 4.1. There are no outstanding mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, or other security instruments affecting the Property or any interest therein, other than those held by the existing mortgage lenders and described in Exhibit Q to the Agreement (the "Assumed Loan Documents"), which include the following (to the extent applicable

Section 5 — Mechanic's Liens and Construction Activity 5.1. No improvements, alterations, renovations, or repairs have been made to the Property within the applicable statutory mechanic's lien period under the laws of the state in which the Property is located for which full payment has not been made. All contractors, subcontractors, laborers, suppliers, and materialmen who have performed work upon or furnished mater

Section 6 — Judgments, Litigation, and Bankruptcy 6.1. There are no unsatisfied judgments of record against the Company, Seller, or Greystone Meridian Capital LLC, or against any officer, director, manager, member, or partner of any of the foregoing entities in their capacity as such, that could constitute a lien against the Property or otherwise affect or cloud the title to the Property. 6.2. There is no pending lit

Section 7 — Unrecorded Interests and Agreements 7.1. There are no unrecorded contracts of sale, agreements of sale, purchase agreements, options to purchase, rights of first refusal, rights of first offer, rights of first negotiation, or other agreements of any kind or nature granting any party the right to acquire the Property or any interest therein, whether vested or contingent, present or future, except as disclo

Section 8 — Survey Matters 8.1. To the knowledge of the Affiant, the improvements situated on the Property are located entirely within the boundary lines of the Property and do not encroach upon adjoining properties, easements, rights-of-way, setback lines, building restriction lines, or other areas in which the construction or maintenance of improvements is restricted or prohibited, except as may be shown on the ALT

Section 9 — FIRPTA / Tax Status 9.1. Seller has separately delivered its Certificate of Non-Foreign Status (FIRPTA Certificate) pursuant to Exhibit O to the Agreement, certifying that Seller is not a "foreign person," "foreign partnership," "foreign trust," or "foreign estate" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder.

Section 10 — Environmental Matters 10.1. To the knowledge of the Affiant, there are no underground storage tanks ("USTs") currently located on, under, or at the Property, and no USTs have been previously removed from the Property without proper closure and remediation in accordance with applicable environmental laws, except as may be disclosed in the Phase I Environmental Site Assessments prepared by Trident Environm

Section 11 — Status of Entity / Good Standing 11.1. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has not been dissolved, wound up, merged, or consolidated with any other entity, and no proceeding for the dissolution, winding up, merger, or consolidation of the Company is pending, contemplated, or, to the knowledg

Section 12 — Knowledge Limitation / Reliance 12.1. This Affidavit is made to the actual knowledge of the Affiant, as one of the designated "Seller's Knowledge Individuals" under the Agreement. The Seller's Knowledge Individuals, as defined in Section 1.1 of the Agreement, are Victor Lansdell, Elise Rathborne, and Sean Kilpatrick. For purposes of this Affidavit, "actual knowledge" means the present, conscious awarenes

Section 13 — Indemnification 13.1. Seller hereby agrees to indemnify, defend, and hold harmless Commonwealth National Title Insurance Company, and its successors, assigns, agents, officers, directors, and employees, against any and all losses, costs, damages, claims, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the inaccuracy or untruth of any statemen