1036-00004 · Client 1036 · Closing

bill-of-sale-personal-property.docx DOCUMENT Real Estate

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BILL OF SALE

Portfolio-Wide Transfer of Tangible Personal Property

This BILL OF SALE (this "Bill of Sale") is made and delivered effective as of June 6, 2024 (the "Closing Date"), by GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), to FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"), in connection with that certain Purchase and Sale Agreement dated as of February 28, 2024, between Seller and Buyer, as more particularly described below.

RECITALS

A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (as so amended, the "PSA"), pursuant to which Seller agreed to sell and Buyer agreed to purchase one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning single-purpose Delaware limited liability companies identified on Exhibit A attached hereto and incorporated herein by this reference (each, a "Target Entity" and collectively, the "Target Entities").

B. Each Target Entity owns certain real property and improvements located in the States of Georgia, Texas, Florida, Tennessee, and North Carolina, as more particularly described in the PSA (each, a "Property" and collectively, the "Properties"). The Properties comprise a diversified portfolio of industrial logistics facilities and office properties totaling approximately 5,224,000 rentable square feet.

C. In connection with the closing of the transactions contemplated by the PSA (the "Closing"), Seller desires to transfer, convey, and deliver to Buyer (or to the applicable Target Entity for Buyer's benefit) all of Seller's right, title, and interest in and to all tangible personal property owned by Seller (as distinct from the Target Entities) and located at, upon, or within the Properties, or otherwise used in connection with the ownership, operation, and maintenance of the Properties.

D. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the PSA.

NOW, THEREFORE, for the consideration described herein and in the PSA, and intending to be legally bound, Seller hereby agrees as follows:

SECTION 1 — CONVEYANCE AND TRANSFER

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including without limitation the Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000.00) (as adjusted pursuant to the PSA, including the property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000.00) and such other prorations and adjustments as are set forth on the closing statement executed by the parties at Closing), Seller hereby unconditionally and irrevocably sells, transfers, assigns, conveys, and delivers to Buyer, effective as of the Closing on June 6, 2024, all of Seller's right, title, and interest in and to the following categories of tangible personal property (collectively, the "Personal Property"):

(a) All furniture, furnishings, fixtures (to the extent not constituting real property fixtures under applicable law), carpeting, draperies, window treatments, appliances, decorative items, lobby furnishings, artwork, and common area furnishings located at, upon, or within the Properties;

(b) All equipment, machinery, tools, supplies, and materials used in connection with the operation, repair, and maintenance of the Properties, including without limitation heating, ventilation, and air conditioning ("HVAC") equipment and components (to the extent constituting personal property and not permanently affixed real property fixtures), generators, back-up power systems, compressors, loading dock equipment, dock levelers, dock bumpers, warehouse racking and shelving, fire suppression equipment, landscaping equipment, janitorial equipment, snow and ice removal equipment, power washers, and all similar operational equipment;

(c) All office furniture, office equipment, computers, monitors, printers, telecommunications equipment, telephone systems, fax machines, copiers, and other office supplies located at the on-site management offices and leasing offices at the Properties;

(d) All signage, directories, building identification materials, monument signs, directional signs, wayfinding systems, and tenant identification signage located at the Properties, in each case to the extent owned by Seller or any Target Entity and not by any tenant under any lease;

(e) All keys, key cards, access codes, access control systems, security systems, closed-circuit television systems, surveillance cameras, recording equipment, and related security infrastructure and equipment;

(f) All building systems manuals, warranties, guaranties, operating manuals, maintenance logs, plans, specifications, drawings (including as-built drawings), surveys, environmental reports, engineering reports, roof condition reports, and similar documentation relating to the Properties and their building systems, to the extent in the possession or control of Seller;

(g) All spare parts, replacement components, and inventory of maintenance and repair supplies on hand at the Properties as of the Closing Date, including replacement filters, light bulbs, ballasts, belts, motors, and similar consumable items; and

(h) All other items of tangible personal property owned by Seller or any Target Entity and located at, upon, or within any Property, or used exclusively in connection with the ownership, operation, or maintenance of any Property, whether or not specifically enumerated above.

Notwithstanding the foregoing, the Personal Property expressly does not include:

(i) any personal property owned by tenants under the eighty-seven (87) leases currently in effect at the Properties, which personal property remains the sole property of such tenants and is not the subject of this conveyance;

(ii) any proprietary software, trade names, trademarks, service marks, logos, domain names, or other intellectual property of Seller, Greystone Meridian Capital LLC, or any affiliate thereof;

(iii) any property of Argyle Property Services LLC used in its capacity as property manager of the Properties that is not permanently affixed to or exclusively dedicated to one or more of the Properties, including without limitation portable computers, cellular telephones, and other mobile equipment used by Argyle Property Services LLC employees in connection with the management of properties other than the Properties; and

(iv) any property of third-party service providers, vendors, contractors, or consultants that may be temporarily located at any Property as of the Closing Date.

SECTION 2 — PROPERTIES AND TARGET ENTITIES

The Properties and their corresponding Target Entities are identified in detail on Exhibit A attached hereto. For reference purposes, the following table provides an inline summary of the fourteen (14) Properties and the Target Entities that own them:

Each Target Entity listed above is a Delaware limited liability company. The transfer of one hundred percent (100%) of the membership interests in each Target Entity occurred simultaneously with the execution and delivery of this Bill of Sale, pursuant to separate Assignment and Assumption of Membership Interests agreements executed by Seller and Buyer (or their respective designees) at the Closing. This Bill of Sale is intended to supplement and complement such entity-level transfers as a belt-and-suspenders conveyance of any tangible personal property that may be owned directly by Seller (rather than by the applicable Target Entity) and that is located at, upon, or within the Properties or used exclusively in connection with the ownership, operation, or maintenance of the Properties. To the extent any item of Personal Property is determined to be owned by a Target Entity rather than by Seller, this Bill of Sale shall be deemed to evidence the continued ownership of such item by such Target Entity following the transfer of the membership interests therein to Buyer.

SECTION 3 — "AS IS, WHERE IS" CONVEYANCE; WARRANTY DISCLAIMER

3.1 The Personal Property is transferred and conveyed "AS IS, WHERE IS, WITH ALL FAULTS" as of the Closing Date. Buyer acknowledges that Buyer has had the opportunity to inspect and examine the Personal Property prior to the Closing and is relying solely on its own inspections, examinations, and due diligence investigations with respect to the condition, suitability, fitness, and value of the Personal Property.

3.2 Seller makes no representations or warranties whatsoever with respect to the Personal Property, whether express or implied, except as expressly set forth in Article V of the PSA, which representations and warranties are subject in all respects to the survival and indemnification provisions of the PSA. All references herein to representations and warranties of Seller are qualified in their entirety by, and are subject to, the limitations, exceptions, and qualifications set forth in the PSA, including all schedules and disclosure schedules thereto.

3.3 Without limiting the generality of the foregoing, SELLER SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DURABILITY, OPERABILITY, OR SUITABILITY with respect to the Personal Property, and Buyer hereby waives any and all claims against Seller based upon or arising from any such implied warranties. Buyer acknowledges and agrees that no representative of Seller has made, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations, or information pertaining to the Personal Property, except as expressly set forth in the PSA.

3.4 Buyer further acknowledges and agrees that its sole recourse for any breach of representations or warranties relating to the Personal Property shall be governed by and subject to the indemnification provisions, caps, baskets, and survival limitations set forth in the PSA, including without limitation:

(a) the General Representation Cap of Fifty-Five Million Dollars ($55,000,000.00);

(b) the Fundamental Representation Cap of One Hundred Ten Million Dollars ($110,000,000.00);

(c) the tipping basket of Five Million Five Hundred Thousand Dollars ($5,500,000.00), upon which threshold being exceeded Buyer shall be entitled to recovery from the first dollar of Losses;

(d) the de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000.00) per individual claim, below which threshold no individual claim shall be counted toward satisfaction of the tipping basket;

(e) the indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00), held by Granite Harbor Indemnity Co., as escrow agent, pursuant to the Escrow Agreement dated as of the Closing Date; and

(f) the eighteen (18)-month general representation survival period, which shall expire on December 6, 2025, after which date no claim for indemnification on account of a breach of any general representation or warranty may be asserted (except as to Fundamental Representations, which survive for the applicable statute of limitations period, and Tax representations, which survive until sixty (60) days following the expiration of the applicable statute of limitations, including extensions thereof).

SECTION 4 — RELATIONSHIP TO PSA

4.1 This Bill of Sale is executed and delivered by Seller pursuant to the PSA and is subject in all respects to the terms, conditions, and provisions thereof. This Bill of Sale constitutes one of the "Closing Deliverables" referenced in the PSA and is delivered in partial satisfaction of Seller's obligations under the PSA at Closing.

4.2 In the event of any conflict or inconsistency between the terms or provisions of this Bill of Sale and the terms or provisions of the PSA, the PSA shall control and govern in all respects.

4.3 Nothing in this Bill of Sale shall be deemed to modify, amend, supplement, expand, or otherwise alter the representations, warranties, covenants, agreements, or indemnification obligations of the parties set forth in the PSA. Without limiting the generality of the foregoing, the delivery of this Bill of Sale shall not be construed as creating any representation, warranty, or covenant on the part of Seller that is not expressly set forth in the PSA.

4.4 This Bill of Sale is not intended to, and shall not, create any obligations, liabilities, rights, or remedies separate from, in addition to, or independent of those expressly set forth in the PSA. Buyer's acceptance of this Bill of Sale shall not waive, modify, or otherwise affect any rights or remedies of Buyer under the PSA, and Seller's delivery of this Bill of Sale shall not waive, modify, or otherwise affect any rights or defenses of Seller under the PSA.

SECTION 5 — FURTHER ASSURANCES

Seller agrees, at no additional cost or expense to Buyer (except as otherwise expressly provided in the PSA with respect to post-closing cost allocations), to execute and deliver, from time to time upon the reasonable request of Buyer, such further instruments of transfer, conveyance, and assignment, and to take such other actions, as may be reasonably necessary or desirable to more fully and effectively vest in Buyer (or in the applicable Target Entity for Buyer's benefit) good and marketable title to the Personal Property, free and clear of all liens, encumbrances, and adverse claims, subject in all cases to any permitted exceptions identified in the PSA. The obligations of Seller under this Section 5 shall survive the Closing for a period of twelve (12) months.

SECTION 6 — BINDING EFFECT; SUCCESSORS AND ASSIGNS

This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party may assign its rights or obligations under this Bill of Sale except in connection with an assignment of its rights and obligations under the PSA in accordance with the terms thereof.

SECTION 7 — GOVERNING LAW

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with Section 12.8 of the PSA.

SECTION 8 — COUNTERPARTS AND ELECTRONIC SIGNATURES

8.1 This Bill of Sale may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument.

8.2 Delivery of an executed counterpart of this Bill of Sale by electronic transmission, including by portable document format (PDF) or other electronic means, shall be effective as delivery of a manually executed counterpart hereof, and each party hereto agrees that it will be bound by its own electronically transmitted signature and that it accepts the electronically transmitted signature of each other party hereto.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGE TO BILL OF SALE

IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first written above.

SELLER:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P. a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

Address for Notices:

3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell

Telephone: (404) 555-8200

Email: vlansdell@greystonemeridian.com

EIN: 83-1647205

SIGNATURE PAGE TO BILL OF SALE (BUYER'S ACKNOWLEDGMENT OF RECEIPT)

The undersigned Buyer hereby acknowledges receipt of this Bill of Sale and accepts the conveyance and transfer of the Personal Property described herein, subject in all respects to the terms and conditions of the PSA.

BUYER:

FAIRWATER REAL ESTATE INVESTMENT TRUST a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

Address for Notices:

7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: Marcus Devereaux

Telephone: (410) 555-3400

Email: mdevereaux@fairwaterreit.com

EIN: 52-2198437

EXHIBIT A

LIST OF TARGET ENTITIES AND PROPERTIES

The following table sets forth a complete listing of each Target Entity and its corresponding Property, as referenced in this Bill of Sale and in the PSA. Each Target Entity is a single-purpose Delaware limited liability company formed for the sole purpose of owning, holding, and operating the Property identified opposite its name below.

Portfolio Summary

End of Exhibit A

#	Property Name	Address	Target Entity
1	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	GMP Fairfield I LLC
2	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	GMP Fairfield II LLC
3	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	GMP Westlake LLC
4	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77449	GMP Katy LLC
5	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	GMP Alliance LLC
6	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	GMP Lakeland LLC
7	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	GMP Southport LLC
8	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	GMP Murfreesboro LLC
9	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	GMP Buckhead LLC
10	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	GMP SouthPark LLC
11	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	GMP Cool Springs LLC
12	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	GMP Brickell LLC
13	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071	GMP Peachtree LLC
14	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	GMP Mount Juliet LLC
#	Target Entity (Full Legal Name)	State of Formation	EIN	Property Name	Property Address	Property Type	State	Rentable square Feet
1	GMP Fairfield I LLC	Delaware	84-2310561	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	GA	412,000
2	GMP Fairfield II LLC	Delaware	84-2310578	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	GA	387,000
3	GMP Westlake LLC	Delaware	84-2415693	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	Logistics	TX	624,000
4	GMP Katy LLC	Delaware	84-2415710	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77449	Logistics	TX	538,000
5	GMP Alliance LLC	Delaware	84-2415728	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	Logistics	TX	485,000
6	GMP Lakeland LLC	Delaware	84-2527834	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	Logistics	FL	372,000
7	GMP Southport LLC	Delaware	84-2527849	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	Logistics	FL	410,000
8	GMP Murfreesboro LLC	Delaware	84-2527856	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	Logistics	TN	502,000
9	GMP Buckhead LLC	Delaware	84-2639901	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	Office	GA	285,000

10	GMP SouthPark LLC	Delaware	84-2639918	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	Office	NC	218,000
11	GMP Cool Springs LLC	Delaware	84-2639925	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	Office	TN	196,000
12	GMP Brickell LLC	Delaware	84-2639932	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	Office	FL	152,000
13	GMP Peachtree LLC	Delaware	84-2741063	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071	Logistics	GA	345,000
14	GMP Mount Juliet LLC	Delaware	84-2741070	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	Logistics	TN	298,000
Metric	Detail
Total Number of Properties	14
Total Number of Target Entities	14
States	Georgia, Texas, Florida, Tennessee, North Carolina
Logistics Properties	10
Office Properties	4
Total Portfolio Rentable square Feet	5,224,000 RSF

BILL OF SALE
Portfolio-Wide Transfer of Tangible Personal Property
This BILL OF SALE (this "Bill of Sale") is made and delivered effective as of June 6, 2024 (the "Closing Date"), by GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), to FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"), in connection with that certain Purchase and Sale Agreement dated as of February 28, 2024, between Seller and Buyer, as more particularly described below.
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (as so amended, the "PSA"), pursuant to which Seller agreed to sell and Buyer agreed to purchase one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning single-purpose Delaware limited liability companies identified on Exhibit A attached hereto and incorporated herein by this reference (each, a "Target Entity" and collectively, the "Target Entities").
B. Each Target Entity owns certain real property and improvements located in the States of Georgia, Texas, Florida, Tennessee, and North Carolina, as more particularly described in the PSA (each, a "Property" and collectively, the "Properties"). The Properties comprise a diversified portfolio of industrial logistics facilities and office properties totaling approximately 5,224,000 rentable square feet.
C. In connection with the closing of the transactions contemplated by the PSA (the "Closing"), Seller desires to transfer, convey, and deliver to Buyer (or to the applicable Target Entity for Buyer's benefit) all of Seller's right, title, and interest in and to all tangible personal property owned by Seller (as distinct from the Target Entities) and located at, upon, or within the Properties, or otherwise used in connection with the ownership, operation, and maintenance of the Properties.
D. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the PSA.
NOW, THEREFORE, for the consideration described herein and in the PSA, and intending to be legally bound, Seller hereby agrees as follows:
SECTION 1 — CONVEYANCE AND TRANSFER
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including without limitation the Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000.00) (as adjusted pursuant to the PSA, including the property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000.00) and such other prorations and adjustments as are set forth on the closing statement executed by the parties at Closing), Seller hereby unconditionally and irrevocably sells, transfers, assigns, conveys, and delivers to Buyer, effective as of the Closing on June 6, 2024, all of Seller's right, title, and interest in and to the following categories of tangible personal property (collectively, the "Personal Property"):
(a) All furniture, furnishings, fixtures (to the extent not constituting real property fixtures under applicable law), carpeting, draperies, window treatments, appliances, decorative items, lobby furnishings, artwork, and common area furnishings located at, upon, or within the Properties;
(b) All equipment, machinery, tools, supplies, and materials used in connection with the operation, repair, and maintenance of the Properties, including without limitation heating, ventilation, and air conditioning ("HVAC") equipment and components (to the extent constituting personal property and not permanently affixed real property fixtures), generators, back-up power systems, compressors, loading dock equipment, dock levelers, dock bumpers, warehouse racking and shelving, fire suppression equipment, landscaping equipment, janitorial equipment, snow and ice removal equipment, power washers, and all similar operational equipment;
(c) All office furniture, office equipment, computers, monitors, printers, telecommunications equipment, telephone systems, fax machines, copiers, and other office supplies located at the on-site management offices and leasing offices at the Properties;
(d) All signage, directories, building identification materials, monument signs, directional signs, wayfinding systems, and tenant identification signage located at the Properties, in each case to the extent owned by Seller or any Target Entity and not by any tenant under any lease;
(e) All keys, key cards, access codes, access control systems, security systems, closed-circuit television systems, surveillance cameras, recording equipment, and related security infrastructure and equipment;
(f) All building systems manuals, warranties, guaranties, operating manuals, maintenance logs, plans, specifications, drawings (including as-built drawings), surveys, environmental reports, engineering reports, roof condition reports, and similar documentation relating to the Properties and their building systems, to the extent in the possession or control of Seller;
(g) All spare parts, replacement components, and inventory of maintenance and repair supplies on hand at the Properties as of the Closing Date, including replacement filters, light bulbs, ballasts, belts, motors, and similar consumable items; and
(h) All other items of tangible personal property owned by Seller or any Target Entity and located at, upon, or within any Property, or used exclusively in connection with the ownership, operation, or maintenance of any Property, whether or not specifically enumerated above.
Notwithstanding the foregoing, the Personal Property expressly does not include:
(i) any personal property owned by tenants under the eighty-seven (87) leases currently in effect at the Properties, which personal property remains the sole property of such tenants and is not the subject of this conveyance;
(ii) any proprietary software, trade names, trademarks, service marks, logos, domain names, or other intellectual property of Seller, Greystone Meridian Capital LLC, or any affiliate thereof;
(iii) any property of Argyle Property Services LLC used in its capacity as property manager of the Properties that is not permanently affixed to or exclusively dedicated to one or more of the Properties, including without limitation portable computers, cellular telephones, and other mobile equipment used by Argyle Property Services LLC employees in connection with the management of properties other than the Properties; and
(iv) any property of third-party service providers, vendors, contractors, or consultants that may be temporarily located at any Property as of the Closing Date.
SECTION 2 — PROPERTIES AND TARGET ENTITIES
The Properties and their corresponding Target Entities are identified in detail on Exhibit A attached hereto. For reference purposes, the following table provides an inline summary of the fourteen (14) Properties and the Target Entities that own them:
Each Target Entity listed above is a Delaware limited liability company. The transfer of one hundred percent (100%) of the membership interests in each Target Entity occurred simultaneously with the execution and delivery of this Bill of Sale, pursuant to separate Assignment and Assumption of Membership Interests agreements executed by Seller and Buyer (or their respective designees) at the Closing. This Bill of Sale is intended to supplement and complement such entity-level transfers as a belt-and-suspenders conveyance of any tangible personal property that may be owned directly by Seller (rather than by the applicable Target Entity) and that is located at, upon, or within the Properties or used exclusively in connection with the ownership, operation, or maintenance of the Properties. To the extent any item of Personal Property is determined to be owned by a Target Entity rather than by Seller, this Bill of Sale shall be deemed to evidence the continued ownership of such item by such Target Entity following the transfer of the membership interests therein to Buyer.
SECTION 3 — "AS IS, WHERE IS" CONVEYANCE; WARRANTY DISCLAIMER
3.1 The Personal Property is transferred and conveyed "AS IS, WHERE IS, WITH ALL FAULTS" as of the Closing Date. Buyer acknowledges that Buyer has had the opportunity to inspect and examine the Personal Property prior to the Closing and is relying solely on its own inspections, examinations, and due diligence investigations with respect to the condition, suitability, fitness, and value of the Personal Property.
3.2 Seller makes no representations or warranties whatsoever with respect to the Personal Property, whether express or implied, except as expressly set forth in Article V of the PSA, which representations and warranties are subject in all respects to the survival and indemnification provisions of the PSA. All references herein to representations and warranties of Seller are qualified in their entirety by, and are subject to, the limitations, exceptions, and qualifications set forth in the PSA, including all schedules and disclosure schedules thereto.
3.3 Without limiting the generality of the foregoing, SELLER SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DURABILITY, OPERABILITY, OR SUITABILITY with respect to the Personal Property, and Buyer hereby waives any and all claims against Seller based upon or arising from any such implied warranties. Buyer acknowledges and agrees that no representative of Seller has made, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations, or information pertaining to the Personal Property, except as expressly set forth in the PSA.
3.4 Buyer further acknowledges and agrees that its sole recourse for any breach of representations or warranties relating to the Personal Property shall be governed by and subject to the indemnification provisions, caps, baskets, and survival limitations set forth in the PSA, including without limitation:
(a) the General Representation Cap of Fifty-Five Million Dollars ($55,000,000.00);
(b) the Fundamental Representation Cap of One Hundred Ten Million Dollars ($110,000,000.00);
(c) the tipping basket of Five Million Five Hundred Thousand Dollars ($5,500,000.00), upon which threshold being exceeded Buyer shall be entitled to recovery from the first dollar of Losses;
(d) the de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000.00) per individual claim, below which threshold no individual claim shall be counted toward satisfaction of the tipping basket;
(e) the indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00), held by Granite Harbor Indemnity Co., as escrow agent, pursuant to the Escrow Agreement dated as of the Closing Date; and
(f) the eighteen (18)-month general representation survival period, which shall expire on December 6, 2025, after which date no claim for indemnification on account of a breach of any general representation or warranty may be asserted (except as to Fundamental Representations, which survive for the applicable statute of limitations period, and Tax representations, which survive until sixty (60) days following the expiration of the applicable statute of limitations, including extensions thereof).
SECTION 4 — RELATIONSHIP TO PSA
4.1 This Bill of Sale is executed and delivered by Seller pursuant to the PSA and is subject in all respects to the terms, conditions, and provisions thereof. This Bill of Sale constitutes one of the "Closing Deliverables" referenced in the PSA and is delivered in partial satisfaction of Seller's obligations under the PSA at Closing.
4.2 In the event of any conflict or inconsistency between the terms or provisions of this Bill of Sale and the terms or provisions of the PSA, the PSA shall control and govern in all respects.
4.3 Nothing in this Bill of Sale shall be deemed to modify, amend, supplement, expand, or otherwise alter the representations, warranties, covenants, agreements, or indemnification obligations of the parties set forth in the PSA. Without limiting the generality of the foregoing, the delivery of this Bill of Sale shall not be construed as creating any representation, warranty, or covenant on the part of Seller that is not expressly set forth in the PSA.
4.4 This Bill of Sale is not intended to, and shall not, create any obligations, liabilities, rights, or remedies separate from, in addition to, or independent of those expressly set forth in the PSA. Buyer's acceptance of this Bill of Sale shall not waive, modify, or otherwise affect any rights or remedies of Buyer under the PSA, and Seller's delivery of this Bill of Sale shall not waive, modify, or otherwise affect any rights or defenses of Seller under the PSA.
SECTION 5 — FURTHER ASSURANCES
Seller agrees, at no additional cost or expense to Buyer (except as otherwise expressly provided in the PSA with respect to post-closing cost allocations), to execute and deliver, from time to time upon the reasonable request of Buyer, such further instruments of transfer, conveyance, and assignment, and to take such other actions, as may be reasonably necessary or desirable to more fully and effectively vest in Buyer (or in the applicable Target Entity for Buyer's benefit) good and marketable title to the Personal Property, free and clear of all liens, encumbrances, and adverse claims, subject in all cases to any permitted exceptions identified in the PSA. The obligations of Seller under this Section 5 shall survive the Closing for a period of twelve (12) months.
SECTION 6 — BINDING EFFECT; SUCCESSORS AND ASSIGNS
This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party may assign its rights or obligations under this Bill of Sale except in connection with an assignment of its rights and obligations under the PSA in accordance with the terms thereof.
SECTION 7 — GOVERNING LAW
This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with Section 12.8 of the PSA.
SECTION 8 — COUNTERPARTS AND ELECTRONIC SIGNATURES
8.1 This Bill of Sale may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument.
8.2 Delivery of an executed counterpart of this Bill of Sale by electronic transmission, including by portable document format (PDF) or other electronic means, shall be effective as delivery of a manually executed counterpart hereof, and each party hereto agrees that it will be bound by its own electronically transmitted signature and that it accepts the electronically transmitted signature of each other party hereto.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first written above.
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P. a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
Address for Notices:
3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell
Telephone: (404) 555-8200
Email: vlansdell@greystonemeridian.com
EIN: 83-1647205
SIGNATURE PAGE TO BILL OF SALE (BUYER'S ACKNOWLEDGMENT OF RECEIPT)
The undersigned Buyer hereby acknowledges receipt of this Bill of Sale and accepts the conveyance and transfer of the Personal Property described herein, subject in all respects to the terms and conditions of the PSA.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
Address for Notices:
7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux
Telephone: (410) 555-3400
Email: mdevereaux@fairwaterreit.com
EIN: 52-2198437
EXHIBIT A
LIST OF TARGET ENTITIES AND PROPERTIES
The following table sets forth a complete listing of each Target Entity and its corresponding Property, as referenced in this Bill of Sale and in the PSA. Each Target Entity is a single-purpose Delaware limited liability company formed for the sole purpose of owning, holding, and operating the Property identified opposite its name below.
Portfolio Summary
End of Exhibit A
# | Property Name | Address | Target Entity
1 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | GMP Fairfield I LLC
2 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | GMP Fairfield II LLC
3 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | GMP Westlake LLC
4 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449 | GMP Katy LLC
5 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | GMP Alliance LLC
6 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | GMP Lakeland LLC
7 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | GMP Southport LLC
8 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | GMP Murfreesboro LLC
9 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | GMP Buckhead LLC
10 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | GMP SouthPark LLC
11 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | GMP Cool Springs LLC
12 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | GMP Brickell LLC
13 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | GMP Peachtree LLC
14 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | GMP Mount Juliet LLC
# | Target Entity (Full Legal Name) | State of Formation | EIN | Property Name | Property Address | Property Type | State | Rentable square Feet
1 | GMP Fairfield I LLC | Delaware | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | GA | 412,000
2 | GMP Fairfield II LLC | Delaware | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | GA | 387,000
3 | GMP Westlake LLC | Delaware | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | Logistics | TX | 624,000
4 | GMP Katy LLC | Delaware | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449 | Logistics | TX | 538,000
5 | GMP Alliance LLC | Delaware | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Logistics | TX | 485,000
6 | GMP Lakeland LLC | Delaware | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Logistics | FL | 372,000
7 | GMP Southport LLC | Delaware | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Logistics | FL | 410,000
8 | GMP Murfreesboro LLC | Delaware | 84-2527856 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | Logistics | TN | 502,000
9 | GMP Buckhead LLC | Delaware | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | Office | GA | 285,000
10 | GMP SouthPark LLC | Delaware | 84-2639918 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | Office | NC | 218,000
11 | GMP Cool Springs LLC | Delaware | 84-2639925 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | Office | TN | 196,000
12 | GMP Brickell LLC | Delaware | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Office | FL | 152,000
13 | GMP Peachtree LLC | Delaware | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | Logistics | GA | 345,000
14 | GMP Mount Juliet LLC | Delaware | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Logistics | TN | 298,000
Metric | Detail
Total Number of Properties | 14
Total Number of Target Entities | 14
States | Georgia, Texas, Florida, Tennessee, North Carolina
Logistics Properties | 10
Office Properties | 4
Total Portfolio Rentable square Feet | 5,224,000 RSF

BILL OF SALE

RECITALS

SIGNATURE PAGE TO BILL OF SALE

SELLER:

EIN: 83-1647205

SIGNATURE PAGE TO BILL OF SALE (BUYER'S ACKNOWLEDGMENT OF RECEIPT)

EIN: 52-2198437

EXHIBIT A

LIST OF TARGET ENTITIES AND PROPERTIES

Record

Parties

Dates

Amounts