1036-00004 · Client 1036 · Diligence/Title & Survey

title-objection-letter.docx DOCUMENT Real Estate

61 / 172 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue, 28th Floor New York, New York 10022

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

March 27, 2024

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Nathaniel Pryce, Esq. Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Re: Purchase and Sale Agreement dated February 28, 2024 (the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Fairwater Real Estate Investment Trust ("Buyer") — Title Objections Pursuant to Section 4.3 of the PSA

Matter No.: 1036-00004

Dear Mr. Pryce:

This firm represents Fairwater Real Estate Investment Trust ("Buyer") in connection with Buyer's acquisition of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (collectively, the "Target Entities") pursuant to the terms and conditions of that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.

Pursuant to Section 4.3(a) of the PSA, Buyer has the right to deliver written notice to Seller of any objections to the state of title to the Properties (as defined in the PSA) within thirty (30) days following the date of execution of the PSA, which deadline falls on March 29, 2024. This letter constitutes Buyer's formal title objection notice delivered in accordance with such provision and within the prescribed timeframe.

In preparing this notice, Buyer and its counsel have conducted a thorough review of: (i) the title commitments (collectively, the "Title Commitments") issued by Commonwealth National Title Insurance Company ("Title Company") under the supervision of Kenneth Stanhope, Senior Vice President and Title Officer, for each of the fourteen (14) Properties held by the Target Entities; (ii) copies of all recorded and unrecorded exception documents referenced in the Schedule B-II sections of such Title Commitments, to the extent made available to Buyer; (iii) the ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements, including Table A items as specified in the PSA) (collectively, the "Surveys") certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), for each of the fourteen (14) Properties; and (iv) the documentation furnished by Seller in the electronic data room maintained by Thackeray Solutions in connection with the transaction.

Based upon such review, Buyer has identified a total of twenty-three (23) title objection items across the portfolio that, in Buyer's determination, must be cured or removed by Seller as conditions to Closing. These objection items are set forth in detail below, organized by Property, and are summarized in the table appearing in Section VII of this letter and attached hereto as Exhibit A. Pursuant to Section 4.3(b) of the PSA, Seller shall have a period of fifteen (15) business days from Seller's receipt of this notice (the "Cure Period") within which to cure or commit to cure the objection items set forth herein, subject to the mandatory cure obligations described immediately below.

I. MANDATORY CURE ITEMS — GENERAL STATEMENT

Section 4.3(d) of the PSA provides that, notwithstanding any provision of the PSA to the contrary (including, without limitation, any limitation on the general Cure Period or any cap on Seller's obligation or cost of cure), Seller shall be unconditionally obligated to cure, remove, or cause to be removed from title at or prior to Closing, the following categories of title exceptions (collectively, "Mandatory Cure Items"):

(i) all monetary liens and encumbrances securing indebtedness (including, without limitation, mortgages, deeds of trust, and deeds to secure debt, other than the Existing Indebtedness to be assumed or defeased at Closing);

(ii) all mechanic's liens, materialmen's liens, and similar statutory liens of any nature;

(iii) all delinquent real property taxes, assessments, and supplemental levies;

(iv) all judgments and judgment liens entered against any Target Entity; and

(v) any matters arising by, through, or under Seller or any Target Entity after the effective date of the applicable Title Commitment.

As detailed below, certain of the twenty-three (23) objection items fall squarely within one or more of the foregoing Mandatory Cure Item categories. Where applicable, Buyer has designated each such item as a "Mandatory Cure Item" in the descriptions that follow. Seller's obligation to cure Mandatory Cure Items is absolute and is not subject to the general Cure Period limitation, Seller's election to decline to cure, or any other condition or qualification set forth in the PSA.

II. SCHEDULE OF TITLE OBJECTIONS — BY PROPERTY

The following sets forth each title objection item, organized by Property. For each Property, Buyer has identified the applicable Target Entity, the property address, the applicable loan reference under the Existing Indebtedness, and the relevant Title Commitment number and effective date.

A. Property 1: Fairfield Logistics Center I

Target Entity: GMP Fairfield I LLC Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 Existing Indebtedness: Loan 1-A (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-GA-04881 Effective Date: February 15, 2024

Objection Item 1: Unsatisfied Mechanic's Lien — Cornerstone Paving & Grading, Inc.

The Title Commitment for this Property reflects as a Schedule B-II exception an unsatisfied mechanic's lien filed by Cornerstone Paving & Grading, Inc. in the amount of One Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($187,500.00), recorded on November 14, 2023, in Deed Book 61224, Page 0347, in the records of the Clerk of Superior Court of Fulton County, Georgia. The lien relates to paving and grading work allegedly performed at the Property during the third quarter of 2023.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(ii) of the PSA as a mechanic's lien. Seller must cause the full release, satisfaction, or discharge of this mechanic's lien and must provide evidence of the recording of such release or satisfaction in the records of Fulton County, Georgia, prior to Closing. Buyer will not accept a title indemnity or title endorsement in lieu of a recorded release or satisfaction for this Mandatory Cure Item.

Objection Item 2: Gap in Chain of Title — Missing Recorded Assignment of Utility Easement

Schedule B-II, Exception No. 7 of the Title Commitment references a utility easement originally granted by Fairfield Industrial Development Company, LLC (the "Original Developer") to Drayton Holdings in that certain Easement Agreement recorded on August 22, 2007, in Deed Book 44819, Page 1102, Fulton County records. The Title Commitment notes that the easement was subsequently assigned by the Original Developer to Fairburn Municipal Utilities Authority; however, no recorded assignment or transfer instrument has been located in the Fulton County records, and no such instrument was produced in the data room. This creates a gap in the chain of title with respect to the easement and introduces ambiguity regarding the identity and authority of the current easement holder.

Seller must obtain and cause to be recorded in the Fulton County records a corrective instrument (whether a confirmatory assignment, quitclaim, or other curative instrument) evidencing the transfer of the easement from the Original Developer to Fairburn Municipal Utilities Authority, or, in the alternative, must provide an indemnity or affidavit acceptable to both Buyer and Commonwealth National Title Insurance Company sufficient to permit issuance of the owner's title policy without exception for this matter.

B. Property 2: Fairfield Logistics Center II

Target Entity: GMP Fairfield II LLC Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213 Existing Indebtedness: Loan 1-B (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-GA-04882 Effective Date: February 15, 2024

Objection Item 3: Encroachment of Stormwater Detention Structure into Adjacent Parcel Drainage Easement

The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0219) and certified by Daniel Caulfield, PLS, PE, reflects that an existing stormwater detention structure located on the Property encroaches approximately four and two-tenths (4.2) feet into a drainage easement area benefiting the adjacent parcel to the south (identified on the Survey as Tax Parcel ID 13F-4400-0022-008-3). This encroachment is graphically depicted on Survey Sheet 2 of 4 and is identified therein as "Note 4 — Encroachment." A copy of the relevant Survey detail sheet reflecting this encroachment is attached hereto as part of Exhibit B.

Seller must obtain from the owner of the adjacent parcel either: (a) a modification of the existing drainage easement to accommodate the stormwater detention structure within the easement boundaries; or (b) an encroachment agreement in recordable form, in either case in form and substance reasonably acceptable to Buyer and the Title Company, and must cause such instrument to be recorded in the records of Fulton County, Georgia, prior to Closing. Buyer will not accept this encroachment as a permitted exception unless and until a recorded curative instrument has been obtained.

C. Property 3: Westlake Distribution Hub

Target Entity: GMP Westlake LLC Property Address: 11500 Westlake Parkway, Houston, Texas 77082 Existing Indebtedness: Loan 1-C (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09147 Effective Date: February 12, 2024

Objection Item 4: Delinquent Ad Valorem Tax Assessment — Supplemental 2023 Levy

Schedule B-I, Requirement No. 3 of the Title Commitment reflects a delinquent supplemental ad valorem tax assessment for the 2023 tax year in the amount of approximately Forty-Three Thousand Two Hundred and 00/100 Dollars ($43,200.00), levied by the Harris County Appraisal District, which remains unpaid as of the effective date of the Title Commitment. The Title Commitment conditions issuance of the title policy upon payment of all delinquent taxes, penalties, and interest.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(iii) of the PSA as a delinquent real property tax assessment. Seller must pay this assessment in full, together with all applicable penalties, interest, and costs, and must provide Buyer and the Title Company with evidence of such payment (including a tax certificate or receipt issued by the Harris County Tax Assessor-Collector's office confirming payment and a zero balance) prior to Closing.

Objection Item 5: Unrecorded Reciprocal Access and Parking Easement Agreement

Schedule B-II, Exception No. 11 of the Title Commitment references an unrecorded Reciprocal Access and Parking Easement Agreement (the "REA") by and between GMP Westlake LLC and Westlake Business Park Owner, LP, relating to shared vehicular access and parking rights between the Property and the adjacent commercial parcel to the east. Although the Title Commitment lists this REA as a title exception, a complete copy of the agreement has not been produced in the data room, and Buyer has been unable to locate this document among the materials furnished by Seller.

Buyer requires that Seller promptly provide a complete, fully executed copy of the REA for Buyer's review and analysis. Upon review, if Buyer determines that the terms of the REA are unacceptable or materially adverse to the Property's use, operation, or value, Buyer will require either: (a) the removal of the REA as a title exception; or (b) the execution and recording of the REA (or an amended and restated version thereof) in form and substance reasonably acceptable to Buyer, the Title Company, and Buyer's lender. In the interim, Seller's failure to provide this document constitutes a deficiency in the data room materials that must be remedied immediately.

D. Property 4: Katy Freeway Logistics Park

Target Entity: GMP Katy LLC Property Address: 22600 Katy Freeway, Katy, Texas 77449 Existing Indebtedness: Loan 1-D (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09148 Effective Date: February 12, 2024

Objection Item 6: Expired Subordination Agreement — Ambiguity as to Lien Priority

Schedule B-II, Exception No. 5 of the Title Commitment reflects a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") dated June 15, 2016, by and among Horizon Savings Association (as lender), GMP Katy LLC (as borrower), and the holder of a ground-level communications easement recorded in Volume 2016-387412 of the Official Public Records of Harris County, Texas. The Horizon Savings Association loan has since been repaid and the related deed of trust released. However, the current Pinnacle Federal Bank, N.A. mortgage lien (Loan 1-D) was recorded subsequent to the easement and no new SNDA or subordination agreement has been executed in connection with the Pinnacle financing. As a result, there is ambiguity as to the priority of the Pinnacle mortgage lien relative to the communications easement.

Seller must obtain a current Subordination, Non-Disturbance, and Recognition Agreement (or equivalent instrument) among Pinnacle Federal Bank, N.A. (or its loan servicer), GMP Katy LLC, and the easement holder, in recordable form and in form and substance acceptable to Buyer and the Title Company, or, in the alternative, must provide a title indemnity or affidavit acceptable to both Buyer and Commonwealth National Title Insurance Company sufficient to permit issuance of the owner's title policy without exception for this priority issue.

Objection Item 7: Pending Condemnation / Right-of-Way Taking — Texas Department of Transportation

Schedule B-II, Exception No. 9 of the Title Commitment reflects a pending condemnation or right-of-way acquisition notice affecting an approximately 0.12-acre strip of land along the Property's Katy Freeway frontage, issued by the Texas Department of Transportation ("TxDOT") in connection with the planned widening and improvement of Interstate 10 / Katy Freeway (TxDOT Project No. CSJ 0027-14-219). The notice is referenced as having been recorded on or about December 8, 2023, in the Official Public Records of Harris County, Texas.

This matter presents a potentially material impact on the Property's access, visibility, signage, parking count, and overall value. Seller must promptly provide Buyer with all correspondence, notices, offers, appraisals, site plans, and other documentation received from or exchanged with TxDOT in connection with this condemnation proceeding. In addition, Seller must determine and disclose to Buyer the full scope and current status of the proposed taking, including: (a) the precise acreage and dimensions of the strip to be acquired; (b) whether temporary construction easements are included; (c) the amount of any compensation offered by TxDOT; and (d) whether Seller or GMP Katy LLC has engaged condemnation counsel or filed any counter-petitions. Unless and until this matter is fully resolved to Buyer's reasonable satisfaction — whether through dismissal, settlement, or completion of the acquisition — Buyer will require either: (i) a credit against the purchase price equal to the diminution in value of the Property resulting from the taking, as determined by an independent MAI-certified appraiser mutually agreed upon by the parties; or (ii) a holdback of a portion of the purchase price at Closing in an amount reasonably agreed upon by the parties and held in escrow pending final resolution of the condemnation proceedings.

E. Property 5: Alliance Commerce Center

Target Entity: GMP Alliance LLC Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 Existing Indebtedness: Loan 1-E (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09149 Effective Date: February 13, 2024

Objection Item 8: UCC Financing Statement — Lone Star Equipment Leasing Corp.

Schedule B-II, Exception No. 4 of the Title Commitment reflects a UCC-1 Financing Statement filed by Lone Star Equipment Leasing Corp. (as secured party) against GMP Alliance LLC (as debtor) on March 22, 2022, File No. 22-0098741006, in the records of the Texas Secretary of State. The financing statement describes the collateral as "all equipment, fixtures, and personal property of Debtor located at or used in connection with the property commonly known as 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, together with all proceeds and products thereof."

The inclusion of "fixtures" within the described collateral raises a concern that this UCC filing may encumber real property improvements at the Property and may constitute a lien on the real estate within the meaning of the PSA's Mandatory Cure Item provisions. Seller must promptly provide Buyer with: (a) a complete copy of the underlying equipment lease or security agreement between GMP Alliance LLC and Lone Star Equipment Leasing Corp.; and (b) a written confirmation from Lone Star Equipment Leasing Corp. that the UCC filing does not encumber any improvements or fixtures that are part of the real property. If the filing does in fact encumber fixtures constituting part of the real property, this item constitutes a Mandatory Cure Item under Section 4.3(d)(i) of the PSA as a monetary lien securing indebtedness, and Seller must cause the filing to be terminated (via UCC-3 Termination Statement) prior to Closing. In the alternative, if the filing relates solely to personal property that is not being acquired as part of the transaction, Seller must provide an amendment to the filing narrowing the collateral description to exclude all fixtures and real property improvements.

F. Property 6: Lakeland Crossings Industrial

Target Entity: GMP Lakeland LLC Property Address: 7100 Drane Field Road, Lakeland, Florida 33811 Existing Indebtedness: Loan 1-F (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-FL-06273 Effective Date: February 14, 2024

Objection Item 9: Unrecorded Declaration of Covenants, Conditions, and Restrictions (CC&Rs)

The recorded plat for the Lakeland Crossings Industrial Park subdivision (Plat Book 118, Pages 42-47, Official Records of Polk County, Florida) contains a plat note (Note 12) referencing a Declaration of Covenants, Conditions, and Restrictions (the "Declaration") governing the use, maintenance, and development of all lots within the subdivision. Despite this reference, the Declaration does not appear among the recorded exception documents provided by the Title Company, and a search of the Polk County Official Records has not yielded a recorded copy. The Declaration was also not produced in the data room.

Seller must promptly locate and furnish to Buyer a complete, fully executed copy of the Declaration. Upon Buyer's review, if the Declaration imposes material restrictions on the use, development, or operation of the Property that are inconsistent with the Property's current industrial use — including, without limitation, restrictions on hours of operation, types of permitted industrial activities, truck traffic, loading dock operations, signage, or hazardous materials storage — Buyer will require that such restrictions be addressed to Buyer's reasonable satisfaction, whether through a modification or amendment of the Declaration, a waiver from the declarant or architectural review committee (if applicable), or removal of the plat note reference from the applicable title exception. Buyer reserves all rights with respect to this item pending receipt and review of the Declaration.

Objection Item 10: Outstanding Judgment Lien — GMP Lakeland LLC

The Title Commitment reflects as a Schedule B-II exception an outstanding judgment lien against GMP Lakeland LLC in the amount of Sixty-Two Thousand Four Hundred and 00/100 Dollars ($62,400.00), entered on September 19, 2023, in Case No. 2023-CA-002841, in the Circuit Court of the Tenth Judicial Circuit, in and for Polk County, Florida. The judgment was entered in favor of Southeastern Construction Supply, Inc. and remains unsatisfied as of the effective date of the Title Commitment.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(iv) of the PSA as a judgment lien entered against a Target Entity. Seller must cause the full satisfaction, discharge, or bonding off of this judgment and must provide Buyer and the Title Company with evidence of: (a) the recording of a satisfaction of judgment in the Official Records of Polk County, Florida; or (b) if bonded off, the recording of a surety bond in form and substance acceptable to the Title Company, together with evidence that the title exception for this judgment lien will be removed from the final owner's title policy, in each case prior to Closing.

G. Property 7: Southport Logistics Park

Target Entity: GMP Southport LLC Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218 Existing Indebtedness: Loan 1-G (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-FL-06274 Effective Date: February 14, 2024

Objection Item 11: Fence Line Encroachment by Adjoining Landowner

The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0225) reflects that a chain-link fence and associated concrete posts erected by the owner of the adjoining parcel to the north (Tax Parcel ID 008742-0100, owned of record by North Jacksonville Industrial Partners LLC) encroach approximately six and eight-tenths (6.8) feet onto the Property along the northern boundary, running for a distance of approximately 312 linear feet. This encroachment is depicted on Survey Sheet 3 of 6 and identified therein as "Note 7 — Encroachment (Fence)." A copy of the relevant Survey detail sheet is attached hereto as part of Exhibit B.

This encroachment by an adjacent landowner constitutes a cloud on the Property's title and may give rise to adverse possession or prescriptive rights claims if left unresolved. Seller must obtain from the adjoining landowner one of the following curative instruments, in recordable form and in form and substance reasonably acceptable to Buyer and the Title Company: (a) a boundary line agreement confirming that the true boundary is as depicted on the Survey and that the adjacent landowner disclaims any interest in the encroachment area; (b) a quitclaim deed from North Jacksonville Industrial Partners LLC quitclaiming any interest in the encroachment area to GMP Southport LLC; or (c) an encroachment agreement granting the adjacent landowner a limited, revocable license for the fence while confirming that the encroachment does not constitute an assertion of title or right. In all events, Seller must cause the removal of the fence from the Property's boundaries, or provide a curative instrument acceptable to the Title Company sufficient to remove this matter as a title exception.

Objection Item 12: Exception Document Deficiency — Drainage Easement Missing Legal Description Exhibit

Schedule B-II, Exception No. 8 of the Title Commitment references a drainage easement granted by a predecessor-in-title to the St. Johns River Water Management District ("SJRWMD"), recorded on April 3, 2012, in Official Records Book 17482, Page 2291, Duval County, Florida. Upon review of the recorded instrument, Buyer has determined that Exhibit A thereto — which is supposed to contain the metes-and-bounds legal description of the easement area — is blank. The instrument states that "the easement area is more particularly described in Exhibit A attached hereto and incorporated herein by reference," but the exhibit page is entirely devoid of any legal description, survey, or other delineation of the easement boundaries.

The absence of a legal description renders the easement area undefined and creates uncertainty as to the precise location and extent of the encumbrance on the Property. Seller must obtain from SJRWMD a corrective instrument containing the proper legal description of the easement area, in recordable form, and must cause such corrective instrument to be recorded in the Official Records of Duval County, Florida, prior to Closing. Alternatively, if the easement has been abandoned or is no longer required by SJRWMD, Seller must obtain a release or termination of the easement in recordable form.

H. Property 8: Murfreesboro Distribution Center

Target Entity: GMP Murfreesboro LLC Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 Existing Indebtedness: Loan 1-H (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TN-05516 Effective Date: February 16, 2024

Objection Item 13: Open Deed of Trust — Cumberland Savings Bank Construction Loan

Schedule B-II, Exception No. 3 of the Title Commitment reflects a Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated October 11, 2018, from GMP Murfreesboro LLC (as grantor) to Robert L. Henderson (as trustee) for the benefit of Cumberland Savings Bank (as beneficiary), securing a construction loan in the original principal amount of Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), recorded on October 15, 2018, in Book 1824, Page 447, Register of Deeds for Rutherford County, Tennessee.

Seller has represented in the data room and in verbal communications with Buyer's counsel that the Cumberland Savings Bank construction loan was fully repaid in 2020 and subsequently refinanced through Pinnacle Federal Bank, N.A. (Loan 1-H). However, no release, satisfaction, or marginal notation of release has been recorded in the Rutherford County Register of Deeds with respect to this deed of trust. As a result, the instrument remains of record as an open encumbrance on the Property's title.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(i) of the PSA as a monetary lien securing indebtedness. Seller must obtain and cause to be recorded in the records of the Register of Deeds for Rutherford County, Tennessee, a Deed of Trust Release or Satisfaction executed by Cumberland Savings Bank (or its successor) prior to Closing. Buyer requires evidence of the recorded release, including a copy bearing the Register of Deeds' recording stamp, to be furnished to both Buyer's counsel and the Title Company.

I. Property 9: Buckhead Place Office Tower

Target Entity: GMP Buckhead LLC Property Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326 Existing Indebtedness: Loan 2-A (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-GA-04883 Effective Date: February 15, 2024

Objection Item 14: Restrictive Covenant — 2015 Development Agreement with Fulton County

Schedule B-II, Exception No. 6 of the Title Commitment references a Development Agreement dated March 9, 2015, by and between GMP Buckhead LLC (as developer) and Fulton County, Georgia (as the governmental authority), recorded on March 23, 2015, in Deed Book 55741, Page 0892, Fulton County records. Section 7(c) of the Development Agreement contains a restrictive covenant prohibiting certain retail uses on the ground floor of the building, including (as listed in the agreement): "fast food restaurants, convenience stores, payday lending establishments, check cashing services, tattoo parlors, pawnshops, and similar uses as determined by the County."

Upon review of the rent roll and tenant lease abstracts provided by Seller, Buyer notes that the ground-floor tenant, Peachtree Provisions LLC, operates a quick-service restaurant concept that may fall within the "fast food restaurants" prohibition set forth in the Development Agreement. This potential conflict creates a risk of enforcement action by Fulton County and may constitute a default under the Development Agreement.

Seller must provide Buyer with: (a) written evidence that the Peachtree Provisions LLC use was reviewed and approved by Fulton County at the time the lease was executed, or that such use is grandfathered or otherwise exempt from the restriction; (b) alternatively, a written confirmation or waiver from Fulton County acknowledging that the current ground-floor tenant use does not violate the Development Agreement; or (c) if neither (a) nor (b) can be obtained, a modification or amendment of the Development Agreement executed by Fulton County removing or narrowing the restriction to eliminate the conflict with the existing tenancy. Buyer will not accept this exception as a permitted exception unless and until one of the foregoing is provided to Buyer's reasonable satisfaction.

Objection Item 15: Unresolved Real Property Tax Appeal — 2022 Assessments

Schedule B-II, Exception No. 12 of the Title Commitment reflects the pendency of a real property tax appeal filed by GMP Buckhead LLC with the Fulton County Board of Equalization contesting the 2022 ad valorem tax assessment for the Property. The Title Commitment indicates that the appeal remains unresolved as of the effective date and that the final assessed value has not been determined.

Seller must disclose to Buyer the full status of this appeal, including: (a) copies of all filings, petitions, briefs, and correspondence submitted to or received from the Fulton County Board of Equalization or any appellate tribunal; (b) the amount of the original 2022 assessment and the reduced assessment amount sought by Seller; (c) the amount of taxes paid under protest, if any; and (d) a timeline for anticipated resolution. In addition, the parties must agree upon an escrow or credit mechanism at Closing to address the potential outcomes of the appeal, including: (i) if the appeal results in a tax refund, the allocation of such refund between Seller and Buyer on a pro rata basis tied to the Closing date; and (ii) if the appeal results in an increase in the assessed value or an additional tax liability, Seller's obligation to fund such shortfall to the extent attributable to the pre-Closing period. Buyer reserves the right to review and approve the form of any escrow agreement or credit language prior to Closing.

J. Property 10: SouthPark Corporate Center

Target Entity: GMP SouthPark LLC Property Address: 6200 Fairview Road, Charlotte, North Carolina 28210 Existing Indebtedness: Loan 2-B (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-NC-03752 Effective Date: February 16, 2024

Objection Item 16: Legal Description Discrepancy — Title Commitment vs. Recorded Deed

Upon comparison of the legal description set forth in the Title Commitment with the legal description contained in the Special Warranty Deed recorded on July 18, 2019, in Book 33714, Page 228, Mecklenburg County Registry (the "Recorded Deed"), by which GMP SouthPark LLC acquired fee simple title to the Property, Buyer has identified a material discrepancy. Specifically, the Title Commitment legal description encompasses two parcels: (i) the primary parcel (approximately 3.7 acres) constituting the main building site and grounds; and (ii) an additional parcel of approximately 0.3 acres (the "Parking Parcel") identified by Mecklenburg County Tax Parcel ID 183-041-26, which appears to function as a surface parking area serving the office building. However, the Recorded Deed conveys only the primary parcel and does not include the Parking Parcel within its legal description.

This discrepancy raises the question of whether GMP SouthPark LLC holds fee simple title to the Parking Parcel or whether the Parking Parcel is subject to a separate conveyance, lease, license, or other arrangement not reflected in the chain of title. Seller must investigate and resolve this discrepancy by delivering to Buyer one of the following: (a) a corrective Special Warranty Deed from the prior grantor to GMP SouthPark LLC conveying the Parking Parcel in addition to the primary parcel, to be recorded in the Mecklenburg County Registry; (b) evidence that GMP SouthPark LLC acquired the Parking Parcel by separate instrument not reflected in the Title Commitment; or (c) such other curative instrument or documentation as may be necessary to ensure that the Title Company will issue the owner's title policy insuring fee simple title to both parcels. Buyer requires that the final owner's title policy cover the full Property, including the Parking Parcel.

Objection Item 17: Recorded Option to Purchase — Fairview Commons LLC

Schedule B-II, Exception No. 10 of the Title Commitment reflects a Memorandum of Option to Purchase recorded on January 4, 2021, in Book 34892, Page 1744, Mecklenburg County Registry, granting Fairview Commons LLC (the "Optionee") an option to purchase the Property (or a portion thereof) from GMP SouthPark LLC upon the terms and conditions set forth in an Option Agreement dated December 18, 2020 (the "Option Agreement"). The full Option Agreement was not produced in the data room, and only the recorded Memorandum is available for review.

The existence of an outstanding option to purchase held by a third party is fundamentally inconsistent with Seller's obligation to convey the Interests free and clear of all encumbrances other than Permitted Exceptions. Seller must promptly provide Buyer with a complete, fully executed copy of the Option Agreement for Buyer's review. In addition, Seller must demonstrate, by clear and convincing evidence, that one of the following is the case: (a) the option has expired by its terms (i.e., the option exercise period has lapsed without exercise by the Optionee); (b) the Optionee has delivered a written waiver or release of the option; or (c) the option has been terminated by mutual agreement of the parties. In any of the foregoing cases, Seller must cause the recording of a termination, release, or quitclaim instrument in the Mecklenburg County Registry extinguishing the Memorandum of Option from the public records, and must provide evidence of such recording to Buyer and the Title Company prior to Closing.

K. Property 11: Cool Springs Office Park

Target Entity: GMP Cool Springs LLC Property Address: 5000 Virginia Way, Brentwood, Tennessee 37027 Existing Indebtedness: Loan 2-C (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-TN-05517 Effective Date: February 16, 2024

Objection Item 18: Mineral Reservation — Potential Cloud on Subsurface Rights

Schedule B-II, Exception No. 4 of the Title Commitment reflects a reservation of all mineral rights, including oil, gas, coal, and other subsurface minerals, contained in the original patent deed from the State of Tennessee to Edwin P. Hargrove, dated November 3, 1847, and also referenced in a subsequent conveyance recorded in Book 27, Page 384, Williamson County Register of Deeds. The Title Commitment notes that while subsequent conveyances in the chain of title purport to convey fee simple title without exception for this mineral reservation, no express quitclaim, release, or extinguishment of the mineral interest has been recorded. As a result, there exists a potential cloud on GMP Cool Springs LLC's title with respect to subsurface rights, and a risk that the holder of the mineral interest (or such holder's heirs, successors, or assigns) could assert a right to access the surface estate for the purpose of mineral exploration or extraction.

Buyer requires that Seller provide one of the following curative actions: (a) a quitclaim deed from the current holder(s) of the mineral interest (or their heirs, successors, and assigns, to the extent identifiable through a diligent search) quitclaiming all right, title, and interest in the mineral estate to GMP Cool Springs LLC, to be recorded in the Williamson County Register of Deeds; or (b) a title endorsement (ALTA 35-06 or equivalent) issued by Commonwealth National Title Insurance Company insuring against any loss or damage arising from the exercise of subsurface or mineral rights by the holder of the reserved mineral interest, in form and substance acceptable to Buyer and the Title Company. Buyer notes that, given the Property's location in a developed suburban commercial corridor, the practical risk of mineral extraction may be low; however, the legal cloud on title must be addressed to ensure the insurability and marketability of the Property's title.

L. Property 12: Brickell Bay Office Building

Target Entity: GMP Brickell LLC Property Address: 1450 Brickell Avenue, Miami, Florida 33131 Existing Indebtedness: Loan 2-D (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-FL-06275 Effective Date: February 14, 2024

Objection Item 19: Unrecorded (or Missing) Memorandum of Lease — Biscayne Dining Group LLC

Schedule B-II, Exception No. 9 of the Title Commitment contains a notation indicating that a Memorandum of Lease may have been recorded with respect to a ground-floor restaurant lease between GMP Brickell LLC (as landlord) and Biscayne Dining Group LLC (as tenant), but that the Title Company has been unable to locate the recorded instrument in the Official Records of Miami-Dade County, Florida. The exception is described as follows: "Memorandum of Lease dated on or about July 15, 2022, by and between GMP Brickell LLC, as Landlord, and Biscayne Dining Group LLC, as Tenant — instrument reference number unavailable; may have been recorded but not indexed or misfiled."

This ambiguity creates uncertainty regarding the encumbrance status of the Property and the enforceability of the tenant's leasehold interest against subsequent purchasers and lenders. Seller must resolve this matter by: (a) locating and providing to Buyer a recorded copy of the Memorandum of Lease, bearing the Miami-Dade County Clerk's recording information; (b) if the Memorandum was never actually recorded, causing its execution and recording in the Official Records of Miami-Dade County in form and substance acceptable to Buyer and consistent with the underlying lease terms; or (c) if the Memorandum is deemed unnecessary or if the tenant agrees, causing the removal of this exception from the Title Commitment by providing the Title Company with an affidavit or other evidence sufficient to satisfy its underwriting requirements. In all events, Buyer requires clarity regarding the status of this instrument prior to Closing.

Objection Item 20: Building Setback Encroachment — Brickell Avenue Front Yard

The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0231) reflects that the building improvements on the Property encroach approximately two and one-tenth (2.1) feet into the required front yard setback along Brickell Avenue, as established by the City of Miami Zoning Code (Miami 21), applicable zoning district T6-24a-O. This encroachment is graphically depicted on Survey Sheet 1 of 3 and identified therein as "Note 3 — Setback Encroachment." A copy of the relevant Survey detail sheet is attached hereto as part of Exhibit B.

A building setback encroachment constitutes a zoning nonconformity that could affect the Property's ability to obtain building permits for future renovations, expansions, or alterations, and could expose the owner to enforcement action by the City of Miami. Seller must provide Buyer with one of the following: (a) evidence that the Property has received a zoning variance, special exception, or other approval from the City of Miami authorizing the encroachment into the front yard setback; (b) a letter or certificate from the City of Miami Zoning Department confirming that the building is a legal nonconforming structure and that the encroachment is grandfathered under applicable provisions of Miami 21; or (c) in the absence of (a) or (b), a zoning endorsement (ALTA 3.1-06 or equivalent) issued by Commonwealth National Title Insurance Company insuring against any loss or damage arising from the setback violation, in form and substance acceptable to Buyer. Buyer will not accept this encroachment as a permitted exception unless one of the foregoing is obtained.

M. Property 13: Peachtree Corners Logistics Center

Target Entity: GMP Peachtree LLC Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071 Existing Indebtedness: Loan 3-A (Sycamore Life Insurance Company) Title Commitment No.: CNT-2024-GA-04884 Effective Date: February 15, 2024

Objection Item 21: Outstanding Special Assessment — Gwinnett County Road Improvements

Schedule B-II, Exception No. 5 of the Title Commitment reflects an outstanding special assessment levied by Gwinnett County, Georgia, for road improvements (the "Road Improvement Assessment") benefiting the Property, in the amount of approximately Ninety-Four Thousand Seven Hundred Fifty and 00/100 Dollars ($94,750.00). The Assessment was levied pursuant to Gwinnett County Resolution No. 2022-SR-0184 and remains unpaid as of the effective date of the Title Commitment. Interest and penalties continue to accrue on the unpaid balance.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(iii) of the PSA as a delinquent assessment constituting a lien on the Property. Seller must pay the Road Improvement Assessment in full, including all accrued interest, penalties, and administrative charges, and must provide Buyer and the Title Company with evidence of payment (including a lien release or satisfaction letter issued by the Gwinnett County Tax Commissioner's office) prior to Closing. In the alternative, if the assessment may be bonded off under applicable Georgia law, Seller may post a bond in form and amount acceptable to the Title Company sufficient to permit removal of this exception from the final owner's title policy.

N. Property 14: Mount Juliet Commerce Park

Target Entity: GMP Mount Juliet LLC Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 Existing Indebtedness: Loan 3-B (Sycamore Life Insurance Company) Title Commitment No.: CNT-2024-TN-05518 Effective Date: February 16, 2024

Objection Item 22: Exception Document Deficiency — Cross-Access Easement Missing Site Plan Exhibit

Schedule B-II, Exception No. 6 of the Title Commitment references a Reciprocal Cross-Access Easement Agreement dated September 28, 2020, by and between GMP Mount Juliet LLC and Mount Juliet Retail Center, LLC, recorded on October 5, 2020, in Book 2074, Page 891, Wilson County Register of Deeds, Tennessee. Upon review of the recorded instrument, Buyer has determined that Exhibit B thereto — which is intended to depict the site plan showing the location of the cross-access drives, turning lanes, and shared access points — was not attached to the instrument as recorded. The body of the easement agreement contains multiple references to "the access points depicted on the Site Plan attached hereto as Exhibit B," but the exhibit page is blank in the recorded instrument.

Without the site plan exhibit, the precise location and configuration of the cross-access easement is undefined, creating uncertainty regarding the parties' respective rights and obligations. Seller must obtain from Mount Juliet Retail Center, LLC a corrective instrument attaching the missing Exhibit B (site plan), in recordable form, and must cause such corrective instrument to be recorded in the Wilson County Register of Deeds prior to Closing. In the alternative, Seller may provide a replacement Cross-Access Easement Agreement in form and substance reasonably acceptable to Buyer, incorporating the site plan as an exhibit, to be executed by both parties and recorded.

Objection Item 23: Pending Lis Pendens — Volunteer Mechanical Services, Inc.

The Title Commitment reflects as a Schedule B-II exception a lis pendens filed by Volunteer Mechanical Services, Inc. in Case No. 2024-CV-00117 in the Chancery Court for Wilson County, Tennessee, recorded on January 22, 2024, in Book 2198, Page 344, Wilson County Register of Deeds. The underlying action relates to a mechanic's lien claim in the amount of Thirty-Eight Thousand Nine Hundred and 00/100 Dollars ($38,900.00) asserted by Volunteer Mechanical Services, Inc. against GMP Mount Juliet LLC for HVAC installation and repair work allegedly performed at the Property during the fourth quarter of 2023.

This item constitutes a Mandatory Cure Item under Section 4.3(d)(ii) of the PSA as a mechanic's lien claim. Seller must cause the full release, satisfaction, discharge, or bonding off of this mechanic's lien claim, and must cause the dismissal or withdrawal of the lis pendens from the Wilson County records, prior to Closing. Seller must provide Buyer and the Title Company with evidence of: (a) the recording of a release or satisfaction of the mechanic's lien; (b) the recording of a release of lis pendens; and (c) if applicable, entry of an order of dismissal by the Chancery Court. Buyer will not accept a title indemnity in lieu of the foregoing for this Mandatory Cure Item.

III. SUMMARY TABLE OF OBJECTION ITEMS

The following table summarizes all twenty-three (23) title objection items identified in this letter. This table is provided for convenience of reference and is incorporated as Exhibit A attached hereto. In the event of any conflict between this summary table and the detailed descriptions set forth in Section II above, the detailed descriptions shall control.

*Item 8 is a Mandatory Cure Item if the UCC filing is determined to encumber fixtures constituting real property improvements.

IV. CURE PERIOD AND RESPONSE REQUIREMENTS

Pursuant to Section 4.3(b) of the PSA, Seller shall have a period of fifteen (15) business days from receipt of this title objection notice within which to cure, or commit in writing to cure at or prior to Closing, the objection items set forth herein (the "Cure Period"). Based on delivery and receipt of this letter on March 27, 2024, the Cure Period is expected to expire on or about April 17, 2024, subject to adjustment for any intervening federal holidays or other non-business days.

With respect to Mandatory Cure Items (specifically, Objection Items 1, 4, 8 (if fixture-related), 10, 13, 21, and 23, as identified above), Seller's obligation to cure is unconditional and absolute, regardless of cost, effort, or the expiration of the Cure Period. These items must be fully cured, removed from title, and evidenced by recorded instruments or other satisfactory documentation at or prior to Closing. The Cure Period does not limit or modify Seller's Mandatory Cure obligations in any respect.

With respect to non-Mandatory Cure Items (specifically, Objection Items 2, 3, 5, 6, 7, 9, 11, 12, 14, 15, 16, 17, 18, 19, 20, and 22), Seller may elect, within the Cure Period, to cure or to decline to cure any such item. If Seller elects to decline to cure one or more non-Mandatory Cure Items, Seller must provide written notice of such election to Buyer within the Cure Period, specifying with particularity each item that Seller declines to cure. Upon receipt of such notice, Buyer shall have the right, exercisable in its sole discretion within ten (10) business days following receipt of Seller's notice, to elect one of the following:

(a) accept the uncured exceptions and proceed to Closing, in which case such uncured exceptions shall be deemed Permitted Exceptions for purposes of the PSA; or

(b) terminate the PSA by written notice to Seller, in which case the Earnest Money Deposit (consisting of the initial deposit in the amount of Twenty-Seven Million Five Hundred Thousand and 00/100 Dollars ($27,500,000.00), and, if applicable, the Additional Deposit) shall be promptly returned to Buyer in full, together with all interest earned thereon, and neither party shall have any further liability to the other under the PSA except for those obligations that expressly survive termination.

Buyer reserves all rights under the PSA with respect to any title defects or exceptions not specifically identified in this notice that constitute Mandatory Cure Items, as well as any title defects or exceptions that are discovered or arise after the date hereof. This reservation includes, without limitation, Buyer's rights under Section 4.3(e) of the PSA with respect to title matters arising between the effective date of the Title Commitments and the Closing Date.

V. REQUEST FOR DOCUMENTATION

In connection with the resolution of the objection items set forth herein, Buyer requests that Seller promptly provide the following for each objection item:

(i) all underlying instruments, agreements, exception documents, correspondence, and other materials not previously furnished in the data room or otherwise made available to Buyer, including (without limitation) the documents specifically identified in the descriptions of Objection Items 5, 7, 8, 9, 15, and 17 above;

(ii) evidence of all cure actions taken by Seller, including (without limitation) copies of recorded releases, satisfactions, corrective instruments, subordination agreements, encroachment agreements, boundary line agreements, quitclaim deeds, payment confirmations, tax receipts, UCC-3 termination statements, lis pendens releases, and court orders, as applicable;

(iii) written updates on the status of each objection item on a weekly basis, commencing on the first business day following Seller's receipt of this notice and continuing until all items have been fully resolved to Buyer's reasonable satisfaction; and

(iv) such additional documentation, affidavits, indemnities, or instruments as may be reasonably requested by Buyer, its counsel, or the Title Company in connection with the issuance of the owner's title policies for the Properties.

Copies of all cure documentation and correspondence relating to the foregoing objection items should be provided simultaneously to:

Douglas Fairchild, Esq. Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Email: dfairchild@calderwoodharkness.com

and

Kenneth Stanhope, SVP Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Email: kstanhope@commonwealthtitle.com

VI. RESERVATION OF RIGHTS

This title objection notice is delivered solely in accordance with, and subject to, the terms and conditions of the PSA. Nothing in this letter is intended to, nor shall it be construed to:

(a) waive, limit, or modify any rights of Buyer under the PSA, whether arising under Section 4.3 or otherwise, including (without limitation) Buyer's right to object to any title matter that constitutes a Mandatory Cure Item regardless of whether such matter is specifically identified in this notice;

(b) constitute a waiver or acceptance by Buyer of any exception set forth in the Title Commitments, whether or not specifically objected to herein, except to the extent that such exception constitutes a Permitted Exception as defined in and identified on Exhibit P to the PSA;

(c) limit Buyer's right to supplement this notice with additional objection items if additional title defects or exceptions are discovered prior to the expiration of the Cure Period, or thereafter to the extent permitted by the PSA (including, without limitation, with respect to matters arising after the effective date of the Title Commitments); or

(d) limit or modify Buyer's rights with respect to the Permitted Exceptions set forth in Exhibit P to the PSA, or Buyer's right to require removal of any exception that does not qualify as a Permitted Exception under the PSA.

Buyer further reserves all rights, remedies, and claims available to it under the PSA, at law, or in equity, including (without limitation) Buyer's right to terminate the PSA and receive a return of the Earnest Money Deposit in the event that Mandatory Cure Items are not cured at or prior to Closing, or in the event that Seller fails to cure or elects not to cure non-Mandatory Cure Items and Buyer exercises its termination right in accordance with Section 4.3(c) of the PSA.

We look forward to Seller's prompt response and cooperation in resolving these matters in advance of the expiration of the Cure Period. Given the number and complexity of the objection items identified herein, we encourage Seller to engage its local counsel in each applicable jurisdiction at the earliest opportunity to commence the cure process. We are available to discuss any of these items at your convenience and would welcome the opportunity to schedule a conference call with the respective deal teams and title officers to prioritize the cure efforts.

Please do not hesitate to contact me or my colleague Grace Nakamura at (212) 554-7824 with any questions regarding this notice.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7812

Email: dfairchild@calderwoodharkness.com

cc (via electronic mail):

Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust, 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044

David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust

Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust

Grace Nakamura, Lead Associate, Calderwood & Harkness LLP

Rafael Dominguez, Working Associate, Calderwood & Harkness LLP

Kenneth Stanhope, SVP, Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303

Virginia Moorehead, AVP, National Counsel, Commonwealth National Title Insurance Company

James Breckenridge, Partner, Breckenridge Osgood LLP (TX local counsel), 717 Texas Avenue, Suite 2600, Houston, TX 77002

Catherine Beaumont, Partner, Talmadge Beaumont LLP (GA local counsel), 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309

Marshall Haversham, Partner, Haversham Cole PLLC (NC local counsel), 301 South College Street, Suite 1400, Charlotte, NC 28202

Diane Ellsworth, Partner, Ellsworth Ridley LLP (TN local counsel), 424 Church Street, Suite 1500, Nashville, TN 37219

Roberto Strauss, Partner, Palmetto Strauss PA (FL local counsel), 100 Southeast Second Street, Suite 2800, Miami, FL 33131

Enclosures:

Exhibit A: Summary Table of Title Objection Items (as set forth in Section III above)

Exhibit B: Copies of Relevant ALTA/NSPS Land Title Survey Detail Sheets Reflecting Encroachments and Setback Issues (Objection Items 3, 11, and 20) — Prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE)

Exhibit C: Copies of Relevant Title Commitment Schedule B-II Pages Highlighting Objected-To Exceptions (for each of the 14 Properties, where applicable) — Issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer)

Item No.	Property Name	Target Entity	State / County	Description	Mandatory Cure (Y/N)	Approx. Amount
1	Fairfield Logistics Center I	GMP Fairfield I LLC	GA / Fulton	Unsatisfied mechanic's lien — Cornerstone Paving & Grading, Inc.	Y	$187,500
2	Fairfield Logistics Center I	GMP Fairfield I LLC	GA / Fulton	Gap in chain of title — missing utility easement assignment	N	N/A
3	Fairfield Logistics Center II	GMP Fairfield II LLC	GA / Fulton	Stormwater detention structure encroachment (4.2 ft) into adjacent drainage easement	N	N/A
4	Westlake Distribution Hub	GMP Westlake LLC	TX / Harris	Delinquent supplemental 2023 ad valorem tax assessment	Y	$43,200
5	Westlake Distribution Hub	GMP Westlake LLC	TX / Harris	Unrecorded reciprocal access and parking easement — not in data room	N	N/A
6	Katy Freeway Logistics Park	GMP Katy LLC	TX / Harris	Expired subordination agreement — lien priority ambiguity	N	N/A
7	Katy Freeway Logistics Park	GMP Katy LLC	TX / Harris	Pending TxDOT condemnation / right-of-way taking (0.12 acres)	N	TBD
8	Alliance Commerce Center	GMP Alliance LLC	TX / Tarrant	UCC filing — Lone Star Equipment Leasing Corp. — potential fixture lien	Y*	TBD
9	Lakeland Crossings Industrial	GMP Lakeland LLC	FL / Polk	Unrecorded CC&Rs referenced in plat note — not in data room	N	N/A
10	Lakeland Crossings Industrial	GMP Lakeland LLC	FL / Polk	Outstanding judgment lien — Southeastern Construction Supply, Inc.	Y	$62,400
11	Southport Logistics Park	GMP Southport LLC	FL / Duval	Fence line encroachment by adjoining landowner (6.8 ft)	N	N/A
12	Southport Logistics Park	GMP Southport LLC	FL / Duval	Drainage easement — missing legal description exhibit	N	N/A
13	Murfreesboro Distribution Center	GMP Murfreesboro LLC	TN / Rutherford	Open deed of trust — Cumberland Savings Bank ($12.5M) — unreleased	Y	$12,500,000 (orig.)
14	Buckhead Place Office Tower	GMP Buckhead LLC	GA / Fulton	Restrictive covenant — potential conflict with ground-floor tenant use	N	N/A
15	Buckhead Place Office Tower	GMP Buckhead LLC	GA / Fulton	Unresolved 2022 real property tax appeal	N	TBD
16	SouthPark Corporate Center	GMP SouthPark LLC	NC / Mecklenburg	Legal description discrepancy — 0.3-acre parking parcel omitted from deed	N	N/A
17	SouthPark Corporate Center	GMP SouthPark LLC	NC / Mecklenburg	Recorded option to purchase — Fairview Commons LLC	N	N/A
18	Cool Springs Office Park	GMP Cool Springs LLC	TN / Williamson	Mineral reservation in original patent — cloud on subsurface rights	N	N/A
19	Brickell Bay Office Building	GMP Brickell LLC	FL / Miami-Dade	Unrecorded / missing memorandum of lease — Biscayne Dining Group LLC	N	N/A
20	Brickell Bay Office Building	GMP Brickell LLC	FL / Miami-Dade	Building setback encroachment (2.1 ft) — Brickell Avenue front yard	N	N/A
21	Peachtree Corners Logistics Center	GMP Peachtree LLC	GA / Gwinnett	Outstanding special assessment — Gwinnett County road improvements	Y	$94,750
22	Mount Juliet Commerce Park	GMP Mount Juliet LLC	TN / Wilson	Cross-access easement — missing site plan exhibit (Exhibit B)	N	N/A
23	Mount Juliet Commerce Park	GMP Mount Juliet LLC	TN / Wilson	Pending lis pendens — Volunteer Mechanical Services, Inc. — mechanic's lien	Y	$38,900

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue, 28th Floor New York, New York 10022
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
March 27, 2024
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Nathaniel Pryce, Esq. Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Re: Purchase and Sale Agreement dated February 28, 2024 (the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Fairwater Real Estate Investment Trust ("Buyer") — Title Objections Pursuant to Section 4.3 of the PSA
Matter No.: 1036-00004
Dear Mr. Pryce:
This firm represents Fairwater Real Estate Investment Trust ("Buyer") in connection with Buyer's acquisition of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (collectively, the "Target Entities") pursuant to the terms and conditions of that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.
Pursuant to Section 4.3(a) of the PSA, Buyer has the right to deliver written notice to Seller of any objections to the state of title to the Properties (as defined in the PSA) within thirty (30) days following the date of execution of the PSA, which deadline falls on March 29, 2024. This letter constitutes Buyer's formal title objection notice delivered in accordance with such provision and within the prescribed timeframe.
In preparing this notice, Buyer and its counsel have conducted a thorough review of: (i) the title commitments (collectively, the "Title Commitments") issued by Commonwealth National Title Insurance Company ("Title Company") under the supervision of Kenneth Stanhope, Senior Vice President and Title Officer, for each of the fourteen (14) Properties held by the Target Entities; (ii) copies of all recorded and unrecorded exception documents referenced in the Schedule B-II sections of such Title Commitments, to the extent made available to Buyer; (iii) the ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements, including Table A items as specified in the PSA) (collectively, the "Surveys") certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), for each of the fourteen (14) Properties; and (iv) the documentation furnished by Seller in the electronic data room maintained by Thackeray Solutions in connection with the transaction.
Based upon such review, Buyer has identified a total of twenty-three (23) title objection items across the portfolio that, in Buyer's determination, must be cured or removed by Seller as conditions to Closing. These objection items are set forth in detail below, organized by Property, and are summarized in the table appearing in Section VII of this letter and attached hereto as Exhibit A. Pursuant to Section 4.3(b) of the PSA, Seller shall have a period of fifteen (15) business days from Seller's receipt of this notice (the "Cure Period") within which to cure or commit to cure the objection items set forth herein, subject to the mandatory cure obligations described immediately below.
I. MANDATORY CURE ITEMS — GENERAL STATEMENT
Section 4.3(d) of the PSA provides that, notwithstanding any provision of the PSA to the contrary (including, without limitation, any limitation on the general Cure Period or any cap on Seller's obligation or cost of cure), Seller shall be unconditionally obligated to cure, remove, or cause to be removed from title at or prior to Closing, the following categories of title exceptions (collectively, "Mandatory Cure Items"):
(i) all monetary liens and encumbrances securing indebtedness (including, without limitation, mortgages, deeds of trust, and deeds to secure debt, other than the Existing Indebtedness to be assumed or defeased at Closing);
(ii) all mechanic's liens, materialmen's liens, and similar statutory liens of any nature;
(iii) all delinquent real property taxes, assessments, and supplemental levies;
(iv) all judgments and judgment liens entered against any Target Entity; and
(v) any matters arising by, through, or under Seller or any Target Entity after the effective date of the applicable Title Commitment.
As detailed below, certain of the twenty-three (23) objection items fall squarely within one or more of the foregoing Mandatory Cure Item categories. Where applicable, Buyer has designated each such item as a "Mandatory Cure Item" in the descriptions that follow. Seller's obligation to cure Mandatory Cure Items is absolute and is not subject to the general Cure Period limitation, Seller's election to decline to cure, or any other condition or qualification set forth in the PSA.
II. SCHEDULE OF TITLE OBJECTIONS — BY PROPERTY
The following sets forth each title objection item, organized by Property. For each Property, Buyer has identified the applicable Target Entity, the property address, the applicable loan reference under the Existing Indebtedness, and the relevant Title Commitment number and effective date.
A. Property 1: Fairfield Logistics Center I
Target Entity: GMP Fairfield I LLC Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 Existing Indebtedness: Loan 1-A (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-GA-04881 Effective Date: February 15, 2024
Objection Item 1: Unsatisfied Mechanic's Lien — Cornerstone Paving & Grading, Inc.
The Title Commitment for this Property reflects as a Schedule B-II exception an unsatisfied mechanic's lien filed by Cornerstone Paving & Grading, Inc. in the amount of One Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($187,500.00), recorded on November 14, 2023, in Deed Book 61224, Page 0347, in the records of the Clerk of Superior Court of Fulton County, Georgia. The lien relates to paving and grading work allegedly performed at the Property during the third quarter of 2023.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(ii) of the PSA as a mechanic's lien. Seller must cause the full release, satisfaction, or discharge of this mechanic's lien and must provide evidence of the recording of such release or satisfaction in the records of Fulton County, Georgia, prior to Closing. Buyer will not accept a title indemnity or title endorsement in lieu of a recorded release or satisfaction for this Mandatory Cure Item.
Objection Item 2: Gap in Chain of Title — Missing Recorded Assignment of Utility Easement
Schedule B-II, Exception No. 7 of the Title Commitment references a utility easement originally granted by Fairfield Industrial Development Company, LLC (the "Original Developer") to Drayton Holdings in that certain Easement Agreement recorded on August 22, 2007, in Deed Book 44819, Page 1102, Fulton County records. The Title Commitment notes that the easement was subsequently assigned by the Original Developer to Fairburn Municipal Utilities Authority; however, no recorded assignment or transfer instrument has been located in the Fulton County records, and no such instrument was produced in the data room. This creates a gap in the chain of title with respect to the easement and introduces ambiguity regarding the identity and authority of the current easement holder.
Seller must obtain and cause to be recorded in the Fulton County records a corrective instrument (whether a confirmatory assignment, quitclaim, or other curative instrument) evidencing the transfer of the easement from the Original Developer to Fairburn Municipal Utilities Authority, or, in the alternative, must provide an indemnity or affidavit acceptable to both Buyer and Commonwealth National Title Insurance Company sufficient to permit issuance of the owner's title policy without exception for this matter.
B. Property 2: Fairfield Logistics Center II
Target Entity: GMP Fairfield II LLC Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213 Existing Indebtedness: Loan 1-B (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-GA-04882 Effective Date: February 15, 2024
Objection Item 3: Encroachment of Stormwater Detention Structure into Adjacent Parcel Drainage Easement
The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0219) and certified by Daniel Caulfield, PLS, PE, reflects that an existing stormwater detention structure located on the Property encroaches approximately four and two-tenths (4.2) feet into a drainage easement area benefiting the adjacent parcel to the south (identified on the Survey as Tax Parcel ID 13F-4400-0022-008-3). This encroachment is graphically depicted on Survey Sheet 2 of 4 and is identified therein as "Note 4 — Encroachment." A copy of the relevant Survey detail sheet reflecting this encroachment is attached hereto as part of Exhibit B.
Seller must obtain from the owner of the adjacent parcel either: (a) a modification of the existing drainage easement to accommodate the stormwater detention structure within the easement boundaries; or (b) an encroachment agreement in recordable form, in either case in form and substance reasonably acceptable to Buyer and the Title Company, and must cause such instrument to be recorded in the records of Fulton County, Georgia, prior to Closing. Buyer will not accept this encroachment as a permitted exception unless and until a recorded curative instrument has been obtained.
C. Property 3: Westlake Distribution Hub
Target Entity: GMP Westlake LLC Property Address: 11500 Westlake Parkway, Houston, Texas 77082 Existing Indebtedness: Loan 1-C (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09147 Effective Date: February 12, 2024
Objection Item 4: Delinquent Ad Valorem Tax Assessment — Supplemental 2023 Levy
Schedule B-I, Requirement No. 3 of the Title Commitment reflects a delinquent supplemental ad valorem tax assessment for the 2023 tax year in the amount of approximately Forty-Three Thousand Two Hundred and 00/100 Dollars ($43,200.00), levied by the Harris County Appraisal District, which remains unpaid as of the effective date of the Title Commitment. The Title Commitment conditions issuance of the title policy upon payment of all delinquent taxes, penalties, and interest.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(iii) of the PSA as a delinquent real property tax assessment. Seller must pay this assessment in full, together with all applicable penalties, interest, and costs, and must provide Buyer and the Title Company with evidence of such payment (including a tax certificate or receipt issued by the Harris County Tax Assessor-Collector's office confirming payment and a zero balance) prior to Closing.
Objection Item 5: Unrecorded Reciprocal Access and Parking Easement Agreement
Schedule B-II, Exception No. 11 of the Title Commitment references an unrecorded Reciprocal Access and Parking Easement Agreement (the "REA") by and between GMP Westlake LLC and Westlake Business Park Owner, LP, relating to shared vehicular access and parking rights between the Property and the adjacent commercial parcel to the east. Although the Title Commitment lists this REA as a title exception, a complete copy of the agreement has not been produced in the data room, and Buyer has been unable to locate this document among the materials furnished by Seller.
Buyer requires that Seller promptly provide a complete, fully executed copy of the REA for Buyer's review and analysis. Upon review, if Buyer determines that the terms of the REA are unacceptable or materially adverse to the Property's use, operation, or value, Buyer will require either: (a) the removal of the REA as a title exception; or (b) the execution and recording of the REA (or an amended and restated version thereof) in form and substance reasonably acceptable to Buyer, the Title Company, and Buyer's lender. In the interim, Seller's failure to provide this document constitutes a deficiency in the data room materials that must be remedied immediately.
D. Property 4: Katy Freeway Logistics Park
Target Entity: GMP Katy LLC Property Address: 22600 Katy Freeway, Katy, Texas 77449 Existing Indebtedness: Loan 1-D (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09148 Effective Date: February 12, 2024
Objection Item 6: Expired Subordination Agreement — Ambiguity as to Lien Priority
Schedule B-II, Exception No. 5 of the Title Commitment reflects a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") dated June 15, 2016, by and among Horizon Savings Association (as lender), GMP Katy LLC (as borrower), and the holder of a ground-level communications easement recorded in Volume 2016-387412 of the Official Public Records of Harris County, Texas. The Horizon Savings Association loan has since been repaid and the related deed of trust released. However, the current Pinnacle Federal Bank, N.A. mortgage lien (Loan 1-D) was recorded subsequent to the easement and no new SNDA or subordination agreement has been executed in connection with the Pinnacle financing. As a result, there is ambiguity as to the priority of the Pinnacle mortgage lien relative to the communications easement.
Seller must obtain a current Subordination, Non-Disturbance, and Recognition Agreement (or equivalent instrument) among Pinnacle Federal Bank, N.A. (or its loan servicer), GMP Katy LLC, and the easement holder, in recordable form and in form and substance acceptable to Buyer and the Title Company, or, in the alternative, must provide a title indemnity or affidavit acceptable to both Buyer and Commonwealth National Title Insurance Company sufficient to permit issuance of the owner's title policy without exception for this priority issue.
Objection Item 7: Pending Condemnation / Right-of-Way Taking — Texas Department of Transportation
Schedule B-II, Exception No. 9 of the Title Commitment reflects a pending condemnation or right-of-way acquisition notice affecting an approximately 0.12-acre strip of land along the Property's Katy Freeway frontage, issued by the Texas Department of Transportation ("TxDOT") in connection with the planned widening and improvement of Interstate 10 / Katy Freeway (TxDOT Project No. CSJ 0027-14-219). The notice is referenced as having been recorded on or about December 8, 2023, in the Official Public Records of Harris County, Texas.
This matter presents a potentially material impact on the Property's access, visibility, signage, parking count, and overall value. Seller must promptly provide Buyer with all correspondence, notices, offers, appraisals, site plans, and other documentation received from or exchanged with TxDOT in connection with this condemnation proceeding. In addition, Seller must determine and disclose to Buyer the full scope and current status of the proposed taking, including: (a) the precise acreage and dimensions of the strip to be acquired; (b) whether temporary construction easements are included; (c) the amount of any compensation offered by TxDOT; and (d) whether Seller or GMP Katy LLC has engaged condemnation counsel or filed any counter-petitions. Unless and until this matter is fully resolved to Buyer's reasonable satisfaction — whether through dismissal, settlement, or completion of the acquisition — Buyer will require either: (i) a credit against the purchase price equal to the diminution in value of the Property resulting from the taking, as determined by an independent MAI-certified appraiser mutually agreed upon by the parties; or (ii) a holdback of a portion of the purchase price at Closing in an amount reasonably agreed upon by the parties and held in escrow pending final resolution of the condemnation proceedings.
E. Property 5: Alliance Commerce Center
Target Entity: GMP Alliance LLC Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 Existing Indebtedness: Loan 1-E (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TX-09149 Effective Date: February 13, 2024
Objection Item 8: UCC Financing Statement — Lone Star Equipment Leasing Corp.
Schedule B-II, Exception No. 4 of the Title Commitment reflects a UCC-1 Financing Statement filed by Lone Star Equipment Leasing Corp. (as secured party) against GMP Alliance LLC (as debtor) on March 22, 2022, File No. 22-0098741006, in the records of the Texas Secretary of State. The financing statement describes the collateral as "all equipment, fixtures, and personal property of Debtor located at or used in connection with the property commonly known as 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, together with all proceeds and products thereof."
The inclusion of "fixtures" within the described collateral raises a concern that this UCC filing may encumber real property improvements at the Property and may constitute a lien on the real estate within the meaning of the PSA's Mandatory Cure Item provisions. Seller must promptly provide Buyer with: (a) a complete copy of the underlying equipment lease or security agreement between GMP Alliance LLC and Lone Star Equipment Leasing Corp.; and (b) a written confirmation from Lone Star Equipment Leasing Corp. that the UCC filing does not encumber any improvements or fixtures that are part of the real property. If the filing does in fact encumber fixtures constituting part of the real property, this item constitutes a Mandatory Cure Item under Section 4.3(d)(i) of the PSA as a monetary lien securing indebtedness, and Seller must cause the filing to be terminated (via UCC-3 Termination Statement) prior to Closing. In the alternative, if the filing relates solely to personal property that is not being acquired as part of the transaction, Seller must provide an amendment to the filing narrowing the collateral description to exclude all fixtures and real property improvements.
F. Property 6: Lakeland Crossings Industrial
Target Entity: GMP Lakeland LLC Property Address: 7100 Drane Field Road, Lakeland, Florida 33811 Existing Indebtedness: Loan 1-F (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-FL-06273 Effective Date: February 14, 2024
Objection Item 9: Unrecorded Declaration of Covenants, Conditions, and Restrictions (CC&Rs)
The recorded plat for the Lakeland Crossings Industrial Park subdivision (Plat Book 118, Pages 42-47, Official Records of Polk County, Florida) contains a plat note (Note 12) referencing a Declaration of Covenants, Conditions, and Restrictions (the "Declaration") governing the use, maintenance, and development of all lots within the subdivision. Despite this reference, the Declaration does not appear among the recorded exception documents provided by the Title Company, and a search of the Polk County Official Records has not yielded a recorded copy. The Declaration was also not produced in the data room.
Seller must promptly locate and furnish to Buyer a complete, fully executed copy of the Declaration. Upon Buyer's review, if the Declaration imposes material restrictions on the use, development, or operation of the Property that are inconsistent with the Property's current industrial use — including, without limitation, restrictions on hours of operation, types of permitted industrial activities, truck traffic, loading dock operations, signage, or hazardous materials storage — Buyer will require that such restrictions be addressed to Buyer's reasonable satisfaction, whether through a modification or amendment of the Declaration, a waiver from the declarant or architectural review committee (if applicable), or removal of the plat note reference from the applicable title exception. Buyer reserves all rights with respect to this item pending receipt and review of the Declaration.
Objection Item 10: Outstanding Judgment Lien — GMP Lakeland LLC
The Title Commitment reflects as a Schedule B-II exception an outstanding judgment lien against GMP Lakeland LLC in the amount of Sixty-Two Thousand Four Hundred and 00/100 Dollars ($62,400.00), entered on September 19, 2023, in Case No. 2023-CA-002841, in the Circuit Court of the Tenth Judicial Circuit, in and for Polk County, Florida. The judgment was entered in favor of Southeastern Construction Supply, Inc. and remains unsatisfied as of the effective date of the Title Commitment.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(iv) of the PSA as a judgment lien entered against a Target Entity. Seller must cause the full satisfaction, discharge, or bonding off of this judgment and must provide Buyer and the Title Company with evidence of: (a) the recording of a satisfaction of judgment in the Official Records of Polk County, Florida; or (b) if bonded off, the recording of a surety bond in form and substance acceptable to the Title Company, together with evidence that the title exception for this judgment lien will be removed from the final owner's title policy, in each case prior to Closing.
G. Property 7: Southport Logistics Park
Target Entity: GMP Southport LLC Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218 Existing Indebtedness: Loan 1-G (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-FL-06274 Effective Date: February 14, 2024
Objection Item 11: Fence Line Encroachment by Adjoining Landowner
The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0225) reflects that a chain-link fence and associated concrete posts erected by the owner of the adjoining parcel to the north (Tax Parcel ID 008742-0100, owned of record by North Jacksonville Industrial Partners LLC) encroach approximately six and eight-tenths (6.8) feet onto the Property along the northern boundary, running for a distance of approximately 312 linear feet. This encroachment is depicted on Survey Sheet 3 of 6 and identified therein as "Note 7 — Encroachment (Fence)." A copy of the relevant Survey detail sheet is attached hereto as part of Exhibit B.
This encroachment by an adjacent landowner constitutes a cloud on the Property's title and may give rise to adverse possession or prescriptive rights claims if left unresolved. Seller must obtain from the adjoining landowner one of the following curative instruments, in recordable form and in form and substance reasonably acceptable to Buyer and the Title Company: (a) a boundary line agreement confirming that the true boundary is as depicted on the Survey and that the adjacent landowner disclaims any interest in the encroachment area; (b) a quitclaim deed from North Jacksonville Industrial Partners LLC quitclaiming any interest in the encroachment area to GMP Southport LLC; or (c) an encroachment agreement granting the adjacent landowner a limited, revocable license for the fence while confirming that the encroachment does not constitute an assertion of title or right. In all events, Seller must cause the removal of the fence from the Property's boundaries, or provide a curative instrument acceptable to the Title Company sufficient to remove this matter as a title exception.
Objection Item 12: Exception Document Deficiency — Drainage Easement Missing Legal Description Exhibit
Schedule B-II, Exception No. 8 of the Title Commitment references a drainage easement granted by a predecessor-in-title to the St. Johns River Water Management District ("SJRWMD"), recorded on April 3, 2012, in Official Records Book 17482, Page 2291, Duval County, Florida. Upon review of the recorded instrument, Buyer has determined that Exhibit A thereto — which is supposed to contain the metes-and-bounds legal description of the easement area — is blank. The instrument states that "the easement area is more particularly described in Exhibit A attached hereto and incorporated herein by reference," but the exhibit page is entirely devoid of any legal description, survey, or other delineation of the easement boundaries.
The absence of a legal description renders the easement area undefined and creates uncertainty as to the precise location and extent of the encumbrance on the Property. Seller must obtain from SJRWMD a corrective instrument containing the proper legal description of the easement area, in recordable form, and must cause such corrective instrument to be recorded in the Official Records of Duval County, Florida, prior to Closing. Alternatively, if the easement has been abandoned or is no longer required by SJRWMD, Seller must obtain a release or termination of the easement in recordable form.
H. Property 8: Murfreesboro Distribution Center
Target Entity: GMP Murfreesboro LLC Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 Existing Indebtedness: Loan 1-H (Pinnacle Federal Bank, N.A.) Title Commitment No.: CNT-2024-TN-05516 Effective Date: February 16, 2024
Objection Item 13: Open Deed of Trust — Cumberland Savings Bank Construction Loan
Schedule B-II, Exception No. 3 of the Title Commitment reflects a Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated October 11, 2018, from GMP Murfreesboro LLC (as grantor) to Robert L. Henderson (as trustee) for the benefit of Cumberland Savings Bank (as beneficiary), securing a construction loan in the original principal amount of Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), recorded on October 15, 2018, in Book 1824, Page 447, Register of Deeds for Rutherford County, Tennessee.
Seller has represented in the data room and in verbal communications with Buyer's counsel that the Cumberland Savings Bank construction loan was fully repaid in 2020 and subsequently refinanced through Pinnacle Federal Bank, N.A. (Loan 1-H). However, no release, satisfaction, or marginal notation of release has been recorded in the Rutherford County Register of Deeds with respect to this deed of trust. As a result, the instrument remains of record as an open encumbrance on the Property's title.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(i) of the PSA as a monetary lien securing indebtedness. Seller must obtain and cause to be recorded in the records of the Register of Deeds for Rutherford County, Tennessee, a Deed of Trust Release or Satisfaction executed by Cumberland Savings Bank (or its successor) prior to Closing. Buyer requires evidence of the recorded release, including a copy bearing the Register of Deeds' recording stamp, to be furnished to both Buyer's counsel and the Title Company.
I. Property 9: Buckhead Place Office Tower
Target Entity: GMP Buckhead LLC Property Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326 Existing Indebtedness: Loan 2-A (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-GA-04883 Effective Date: February 15, 2024
Objection Item 14: Restrictive Covenant — 2015 Development Agreement with Fulton County
Schedule B-II, Exception No. 6 of the Title Commitment references a Development Agreement dated March 9, 2015, by and between GMP Buckhead LLC (as developer) and Fulton County, Georgia (as the governmental authority), recorded on March 23, 2015, in Deed Book 55741, Page 0892, Fulton County records. Section 7(c) of the Development Agreement contains a restrictive covenant prohibiting certain retail uses on the ground floor of the building, including (as listed in the agreement): "fast food restaurants, convenience stores, payday lending establishments, check cashing services, tattoo parlors, pawnshops, and similar uses as determined by the County."
Upon review of the rent roll and tenant lease abstracts provided by Seller, Buyer notes that the ground-floor tenant, Peachtree Provisions LLC, operates a quick-service restaurant concept that may fall within the "fast food restaurants" prohibition set forth in the Development Agreement. This potential conflict creates a risk of enforcement action by Fulton County and may constitute a default under the Development Agreement.
Seller must provide Buyer with: (a) written evidence that the Peachtree Provisions LLC use was reviewed and approved by Fulton County at the time the lease was executed, or that such use is grandfathered or otherwise exempt from the restriction; (b) alternatively, a written confirmation or waiver from Fulton County acknowledging that the current ground-floor tenant use does not violate the Development Agreement; or (c) if neither (a) nor (b) can be obtained, a modification or amendment of the Development Agreement executed by Fulton County removing or narrowing the restriction to eliminate the conflict with the existing tenancy. Buyer will not accept this exception as a permitted exception unless and until one of the foregoing is provided to Buyer's reasonable satisfaction.
Objection Item 15: Unresolved Real Property Tax Appeal — 2022 Assessments
Schedule B-II, Exception No. 12 of the Title Commitment reflects the pendency of a real property tax appeal filed by GMP Buckhead LLC with the Fulton County Board of Equalization contesting the 2022 ad valorem tax assessment for the Property. The Title Commitment indicates that the appeal remains unresolved as of the effective date and that the final assessed value has not been determined.
Seller must disclose to Buyer the full status of this appeal, including: (a) copies of all filings, petitions, briefs, and correspondence submitted to or received from the Fulton County Board of Equalization or any appellate tribunal; (b) the amount of the original 2022 assessment and the reduced assessment amount sought by Seller; (c) the amount of taxes paid under protest, if any; and (d) a timeline for anticipated resolution. In addition, the parties must agree upon an escrow or credit mechanism at Closing to address the potential outcomes of the appeal, including: (i) if the appeal results in a tax refund, the allocation of such refund between Seller and Buyer on a pro rata basis tied to the Closing date; and (ii) if the appeal results in an increase in the assessed value or an additional tax liability, Seller's obligation to fund such shortfall to the extent attributable to the pre-Closing period. Buyer reserves the right to review and approve the form of any escrow agreement or credit language prior to Closing.
J. Property 10: SouthPark Corporate Center
Target Entity: GMP SouthPark LLC Property Address: 6200 Fairview Road, Charlotte, North Carolina 28210 Existing Indebtedness: Loan 2-B (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-NC-03752 Effective Date: February 16, 2024
Objection Item 16: Legal Description Discrepancy — Title Commitment vs. Recorded Deed
Upon comparison of the legal description set forth in the Title Commitment with the legal description contained in the Special Warranty Deed recorded on July 18, 2019, in Book 33714, Page 228, Mecklenburg County Registry (the "Recorded Deed"), by which GMP SouthPark LLC acquired fee simple title to the Property, Buyer has identified a material discrepancy. Specifically, the Title Commitment legal description encompasses two parcels: (i) the primary parcel (approximately 3.7 acres) constituting the main building site and grounds; and (ii) an additional parcel of approximately 0.3 acres (the "Parking Parcel") identified by Mecklenburg County Tax Parcel ID 183-041-26, which appears to function as a surface parking area serving the office building. However, the Recorded Deed conveys only the primary parcel and does not include the Parking Parcel within its legal description.
This discrepancy raises the question of whether GMP SouthPark LLC holds fee simple title to the Parking Parcel or whether the Parking Parcel is subject to a separate conveyance, lease, license, or other arrangement not reflected in the chain of title. Seller must investigate and resolve this discrepancy by delivering to Buyer one of the following: (a) a corrective Special Warranty Deed from the prior grantor to GMP SouthPark LLC conveying the Parking Parcel in addition to the primary parcel, to be recorded in the Mecklenburg County Registry; (b) evidence that GMP SouthPark LLC acquired the Parking Parcel by separate instrument not reflected in the Title Commitment; or (c) such other curative instrument or documentation as may be necessary to ensure that the Title Company will issue the owner's title policy insuring fee simple title to both parcels. Buyer requires that the final owner's title policy cover the full Property, including the Parking Parcel.
Objection Item 17: Recorded Option to Purchase — Fairview Commons LLC
Schedule B-II, Exception No. 10 of the Title Commitment reflects a Memorandum of Option to Purchase recorded on January 4, 2021, in Book 34892, Page 1744, Mecklenburg County Registry, granting Fairview Commons LLC (the "Optionee") an option to purchase the Property (or a portion thereof) from GMP SouthPark LLC upon the terms and conditions set forth in an Option Agreement dated December 18, 2020 (the "Option Agreement"). The full Option Agreement was not produced in the data room, and only the recorded Memorandum is available for review.
The existence of an outstanding option to purchase held by a third party is fundamentally inconsistent with Seller's obligation to convey the Interests free and clear of all encumbrances other than Permitted Exceptions. Seller must promptly provide Buyer with a complete, fully executed copy of the Option Agreement for Buyer's review. In addition, Seller must demonstrate, by clear and convincing evidence, that one of the following is the case: (a) the option has expired by its terms (i.e., the option exercise period has lapsed without exercise by the Optionee); (b) the Optionee has delivered a written waiver or release of the option; or (c) the option has been terminated by mutual agreement of the parties. In any of the foregoing cases, Seller must cause the recording of a termination, release, or quitclaim instrument in the Mecklenburg County Registry extinguishing the Memorandum of Option from the public records, and must provide evidence of such recording to Buyer and the Title Company prior to Closing.
K. Property 11: Cool Springs Office Park
Target Entity: GMP Cool Springs LLC Property Address: 5000 Virginia Way, Brentwood, Tennessee 37027 Existing Indebtedness: Loan 2-C (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-TN-05517 Effective Date: February 16, 2024
Objection Item 18: Mineral Reservation — Potential Cloud on Subsurface Rights
Schedule B-II, Exception No. 4 of the Title Commitment reflects a reservation of all mineral rights, including oil, gas, coal, and other subsurface minerals, contained in the original patent deed from the State of Tennessee to Edwin P. Hargrove, dated November 3, 1847, and also referenced in a subsequent conveyance recorded in Book 27, Page 384, Williamson County Register of Deeds. The Title Commitment notes that while subsequent conveyances in the chain of title purport to convey fee simple title without exception for this mineral reservation, no express quitclaim, release, or extinguishment of the mineral interest has been recorded. As a result, there exists a potential cloud on GMP Cool Springs LLC's title with respect to subsurface rights, and a risk that the holder of the mineral interest (or such holder's heirs, successors, or assigns) could assert a right to access the surface estate for the purpose of mineral exploration or extraction.
Buyer requires that Seller provide one of the following curative actions: (a) a quitclaim deed from the current holder(s) of the mineral interest (or their heirs, successors, and assigns, to the extent identifiable through a diligent search) quitclaiming all right, title, and interest in the mineral estate to GMP Cool Springs LLC, to be recorded in the Williamson County Register of Deeds; or (b) a title endorsement (ALTA 35-06 or equivalent) issued by Commonwealth National Title Insurance Company insuring against any loss or damage arising from the exercise of subsurface or mineral rights by the holder of the reserved mineral interest, in form and substance acceptable to Buyer and the Title Company. Buyer notes that, given the Property's location in a developed suburban commercial corridor, the practical risk of mineral extraction may be low; however, the legal cloud on title must be addressed to ensure the insurability and marketability of the Property's title.
L. Property 12: Brickell Bay Office Building
Target Entity: GMP Brickell LLC Property Address: 1450 Brickell Avenue, Miami, Florida 33131 Existing Indebtedness: Loan 2-D (Veltrano Capital Lending Corp.) Title Commitment No.: CNT-2024-FL-06275 Effective Date: February 14, 2024
Objection Item 19: Unrecorded (or Missing) Memorandum of Lease — Biscayne Dining Group LLC
Schedule B-II, Exception No. 9 of the Title Commitment contains a notation indicating that a Memorandum of Lease may have been recorded with respect to a ground-floor restaurant lease between GMP Brickell LLC (as landlord) and Biscayne Dining Group LLC (as tenant), but that the Title Company has been unable to locate the recorded instrument in the Official Records of Miami-Dade County, Florida. The exception is described as follows: "Memorandum of Lease dated on or about July 15, 2022, by and between GMP Brickell LLC, as Landlord, and Biscayne Dining Group LLC, as Tenant — instrument reference number unavailable; may have been recorded but not indexed or misfiled."
This ambiguity creates uncertainty regarding the encumbrance status of the Property and the enforceability of the tenant's leasehold interest against subsequent purchasers and lenders. Seller must resolve this matter by: (a) locating and providing to Buyer a recorded copy of the Memorandum of Lease, bearing the Miami-Dade County Clerk's recording information; (b) if the Memorandum was never actually recorded, causing its execution and recording in the Official Records of Miami-Dade County in form and substance acceptable to Buyer and consistent with the underlying lease terms; or (c) if the Memorandum is deemed unnecessary or if the tenant agrees, causing the removal of this exception from the Title Commitment by providing the Title Company with an affidavit or other evidence sufficient to satisfy its underwriting requirements. In all events, Buyer requires clarity regarding the status of this instrument prior to Closing.
Objection Item 20: Building Setback Encroachment — Brickell Avenue Front Yard
The ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Job No. MLS-2024-0231) reflects that the building improvements on the Property encroach approximately two and one-tenth (2.1) feet into the required front yard setback along Brickell Avenue, as established by the City of Miami Zoning Code (Miami 21), applicable zoning district T6-24a-O. This encroachment is graphically depicted on Survey Sheet 1 of 3 and identified therein as "Note 3 — Setback Encroachment." A copy of the relevant Survey detail sheet is attached hereto as part of Exhibit B.
A building setback encroachment constitutes a zoning nonconformity that could affect the Property's ability to obtain building permits for future renovations, expansions, or alterations, and could expose the owner to enforcement action by the City of Miami. Seller must provide Buyer with one of the following: (a) evidence that the Property has received a zoning variance, special exception, or other approval from the City of Miami authorizing the encroachment into the front yard setback; (b) a letter or certificate from the City of Miami Zoning Department confirming that the building is a legal nonconforming structure and that the encroachment is grandfathered under applicable provisions of Miami 21; or (c) in the absence of (a) or (b), a zoning endorsement (ALTA 3.1-06 or equivalent) issued by Commonwealth National Title Insurance Company insuring against any loss or damage arising from the setback violation, in form and substance acceptable to Buyer. Buyer will not accept this encroachment as a permitted exception unless one of the foregoing is obtained.
M. Property 13: Peachtree Corners Logistics Center
Target Entity: GMP Peachtree LLC Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071 Existing Indebtedness: Loan 3-A (Sycamore Life Insurance Company) Title Commitment No.: CNT-2024-GA-04884 Effective Date: February 15, 2024
Objection Item 21: Outstanding Special Assessment — Gwinnett County Road Improvements
Schedule B-II, Exception No. 5 of the Title Commitment reflects an outstanding special assessment levied by Gwinnett County, Georgia, for road improvements (the "Road Improvement Assessment") benefiting the Property, in the amount of approximately Ninety-Four Thousand Seven Hundred Fifty and 00/100 Dollars ($94,750.00). The Assessment was levied pursuant to Gwinnett County Resolution No. 2022-SR-0184 and remains unpaid as of the effective date of the Title Commitment. Interest and penalties continue to accrue on the unpaid balance.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(iii) of the PSA as a delinquent assessment constituting a lien on the Property. Seller must pay the Road Improvement Assessment in full, including all accrued interest, penalties, and administrative charges, and must provide Buyer and the Title Company with evidence of payment (including a lien release or satisfaction letter issued by the Gwinnett County Tax Commissioner's office) prior to Closing. In the alternative, if the assessment may be bonded off under applicable Georgia law, Seller may post a bond in form and amount acceptable to the Title Company sufficient to permit removal of this exception from the final owner's title policy.
N. Property 14: Mount Juliet Commerce Park
Target Entity: GMP Mount Juliet LLC Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 Existing Indebtedness: Loan 3-B (Sycamore Life Insurance Company) Title Commitment No.: CNT-2024-TN-05518 Effective Date: February 16, 2024
Objection Item 22: Exception Document Deficiency — Cross-Access Easement Missing Site Plan Exhibit
Schedule B-II, Exception No. 6 of the Title Commitment references a Reciprocal Cross-Access Easement Agreement dated September 28, 2020, by and between GMP Mount Juliet LLC and Mount Juliet Retail Center, LLC, recorded on October 5, 2020, in Book 2074, Page 891, Wilson County Register of Deeds, Tennessee. Upon review of the recorded instrument, Buyer has determined that Exhibit B thereto — which is intended to depict the site plan showing the location of the cross-access drives, turning lanes, and shared access points — was not attached to the instrument as recorded. The body of the easement agreement contains multiple references to "the access points depicted on the Site Plan attached hereto as Exhibit B," but the exhibit page is blank in the recorded instrument.
Without the site plan exhibit, the precise location and configuration of the cross-access easement is undefined, creating uncertainty regarding the parties' respective rights and obligations. Seller must obtain from Mount Juliet Retail Center, LLC a corrective instrument attaching the missing Exhibit B (site plan), in recordable form, and must cause such corrective instrument to be recorded in the Wilson County Register of Deeds prior to Closing. In the alternative, Seller may provide a replacement Cross-Access Easement Agreement in form and substance reasonably acceptable to Buyer, incorporating the site plan as an exhibit, to be executed by both parties and recorded.
Objection Item 23: Pending Lis Pendens — Volunteer Mechanical Services, Inc.
The Title Commitment reflects as a Schedule B-II exception a lis pendens filed by Volunteer Mechanical Services, Inc. in Case No. 2024-CV-00117 in the Chancery Court for Wilson County, Tennessee, recorded on January 22, 2024, in Book 2198, Page 344, Wilson County Register of Deeds. The underlying action relates to a mechanic's lien claim in the amount of Thirty-Eight Thousand Nine Hundred and 00/100 Dollars ($38,900.00) asserted by Volunteer Mechanical Services, Inc. against GMP Mount Juliet LLC for HVAC installation and repair work allegedly performed at the Property during the fourth quarter of 2023.
This item constitutes a Mandatory Cure Item under Section 4.3(d)(ii) of the PSA as a mechanic's lien claim. Seller must cause the full release, satisfaction, discharge, or bonding off of this mechanic's lien claim, and must cause the dismissal or withdrawal of the lis pendens from the Wilson County records, prior to Closing. Seller must provide Buyer and the Title Company with evidence of: (a) the recording of a release or satisfaction of the mechanic's lien; (b) the recording of a release of lis pendens; and (c) if applicable, entry of an order of dismissal by the Chancery Court. Buyer will not accept a title indemnity in lieu of the foregoing for this Mandatory Cure Item.
III. SUMMARY TABLE OF OBJECTION ITEMS
The following table summarizes all twenty-three (23) title objection items identified in this letter. This table is provided for convenience of reference and is incorporated as Exhibit A attached hereto. In the event of any conflict between this summary table and the detailed descriptions set forth in Section II above, the detailed descriptions shall control.
*Item 8 is a Mandatory Cure Item if the UCC filing is determined to encumber fixtures constituting real property improvements.
IV. CURE PERIOD AND RESPONSE REQUIREMENTS
Pursuant to Section 4.3(b) of the PSA, Seller shall have a period of fifteen (15) business days from receipt of this title objection notice within which to cure, or commit in writing to cure at or prior to Closing, the objection items set forth herein (the "Cure Period"). Based on delivery and receipt of this letter on March 27, 2024, the Cure Period is expected to expire on or about April 17, 2024, subject to adjustment for any intervening federal holidays or other non-business days.
With respect to Mandatory Cure Items (specifically, Objection Items 1, 4, 8 (if fixture-related), 10, 13, 21, and 23, as identified above), Seller's obligation to cure is unconditional and absolute, regardless of cost, effort, or the expiration of the Cure Period. These items must be fully cured, removed from title, and evidenced by recorded instruments or other satisfactory documentation at or prior to Closing. The Cure Period does not limit or modify Seller's Mandatory Cure obligations in any respect.
With respect to non-Mandatory Cure Items (specifically, Objection Items 2, 3, 5, 6, 7, 9, 11, 12, 14, 15, 16, 17, 18, 19, 20, and 22), Seller may elect, within the Cure Period, to cure or to decline to cure any such item. If Seller elects to decline to cure one or more non-Mandatory Cure Items, Seller must provide written notice of such election to Buyer within the Cure Period, specifying with particularity each item that Seller declines to cure. Upon receipt of such notice, Buyer shall have the right, exercisable in its sole discretion within ten (10) business days following receipt of Seller's notice, to elect one of the following:
(a) accept the uncured exceptions and proceed to Closing, in which case such uncured exceptions shall be deemed Permitted Exceptions for purposes of the PSA; or
(b) terminate the PSA by written notice to Seller, in which case the Earnest Money Deposit (consisting of the initial deposit in the amount of Twenty-Seven Million Five Hundred Thousand and 00/100 Dollars ($27,500,000.00), and, if applicable, the Additional Deposit) shall be promptly returned to Buyer in full, together with all interest earned thereon, and neither party shall have any further liability to the other under the PSA except for those obligations that expressly survive termination.
Buyer reserves all rights under the PSA with respect to any title defects or exceptions not specifically identified in this notice that constitute Mandatory Cure Items, as well as any title defects or exceptions that are discovered or arise after the date hereof. This reservation includes, without limitation, Buyer's rights under Section 4.3(e) of the PSA with respect to title matters arising between the effective date of the Title Commitments and the Closing Date.
V. REQUEST FOR DOCUMENTATION
In connection with the resolution of the objection items set forth herein, Buyer requests that Seller promptly provide the following for each objection item:
(i) all underlying instruments, agreements, exception documents, correspondence, and other materials not previously furnished in the data room or otherwise made available to Buyer, including (without limitation) the documents specifically identified in the descriptions of Objection Items 5, 7, 8, 9, 15, and 17 above;
(ii) evidence of all cure actions taken by Seller, including (without limitation) copies of recorded releases, satisfactions, corrective instruments, subordination agreements, encroachment agreements, boundary line agreements, quitclaim deeds, payment confirmations, tax receipts, UCC-3 termination statements, lis pendens releases, and court orders, as applicable;
(iii) written updates on the status of each objection item on a weekly basis, commencing on the first business day following Seller's receipt of this notice and continuing until all items have been fully resolved to Buyer's reasonable satisfaction; and
(iv) such additional documentation, affidavits, indemnities, or instruments as may be reasonably requested by Buyer, its counsel, or the Title Company in connection with the issuance of the owner's title policies for the Properties.
Copies of all cure documentation and correspondence relating to the foregoing objection items should be provided simultaneously to:
Douglas Fairchild, Esq. Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Email: dfairchild@calderwoodharkness.com
and
Kenneth Stanhope, SVP Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Email: kstanhope@commonwealthtitle.com
VI. RESERVATION OF RIGHTS
This title objection notice is delivered solely in accordance with, and subject to, the terms and conditions of the PSA. Nothing in this letter is intended to, nor shall it be construed to:
(a) waive, limit, or modify any rights of Buyer under the PSA, whether arising under Section 4.3 or otherwise, including (without limitation) Buyer's right to object to any title matter that constitutes a Mandatory Cure Item regardless of whether such matter is specifically identified in this notice;
(b) constitute a waiver or acceptance by Buyer of any exception set forth in the Title Commitments, whether or not specifically objected to herein, except to the extent that such exception constitutes a Permitted Exception as defined in and identified on Exhibit P to the PSA;
(c) limit Buyer's right to supplement this notice with additional objection items if additional title defects or exceptions are discovered prior to the expiration of the Cure Period, or thereafter to the extent permitted by the PSA (including, without limitation, with respect to matters arising after the effective date of the Title Commitments); or
(d) limit or modify Buyer's rights with respect to the Permitted Exceptions set forth in Exhibit P to the PSA, or Buyer's right to require removal of any exception that does not qualify as a Permitted Exception under the PSA.
Buyer further reserves all rights, remedies, and claims available to it under the PSA, at law, or in equity, including (without limitation) Buyer's right to terminate the PSA and receive a return of the Earnest Money Deposit in the event that Mandatory Cure Items are not cured at or prior to Closing, or in the event that Seller fails to cure or elects not to cure non-Mandatory Cure Items and Buyer exercises its termination right in accordance with Section 4.3(c) of the PSA.
We look forward to Seller's prompt response and cooperation in resolving these matters in advance of the expiration of the Cure Period. Given the number and complexity of the objection items identified herein, we encourage Seller to engage its local counsel in each applicable jurisdiction at the earliest opportunity to commence the cure process. We are available to discuss any of these items at your convenience and would welcome the opportunity to schedule a conference call with the respective deal teams and title officers to prioritize the cure efforts.
Please do not hesitate to contact me or my colleague Grace Nakamura at (212) 554-7824 with any questions regarding this notice.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7812
Email: dfairchild@calderwoodharkness.com
cc (via electronic mail):
Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust, 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044
David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust
Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust
Grace Nakamura, Lead Associate, Calderwood & Harkness LLP
Rafael Dominguez, Working Associate, Calderwood & Harkness LLP
Kenneth Stanhope, SVP, Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303
Virginia Moorehead, AVP, National Counsel, Commonwealth National Title Insurance Company
James Breckenridge, Partner, Breckenridge Osgood LLP (TX local counsel), 717 Texas Avenue, Suite 2600, Houston, TX 77002
Catherine Beaumont, Partner, Talmadge Beaumont LLP (GA local counsel), 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309
Marshall Haversham, Partner, Haversham Cole PLLC (NC local counsel), 301 South College Street, Suite 1400, Charlotte, NC 28202
Diane Ellsworth, Partner, Ellsworth Ridley LLP (TN local counsel), 424 Church Street, Suite 1500, Nashville, TN 37219
Roberto Strauss, Partner, Palmetto Strauss PA (FL local counsel), 100 Southeast Second Street, Suite 2800, Miami, FL 33131
Enclosures:
Exhibit A: Summary Table of Title Objection Items (as set forth in Section III above)
Exhibit B: Copies of Relevant ALTA/NSPS Land Title Survey Detail Sheets Reflecting Encroachments and Setback Issues (Objection Items 3, 11, and 20) — Prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE)
Exhibit C: Copies of Relevant Title Commitment Schedule B-II Pages Highlighting Objected-To Exceptions (for each of the 14 Properties, where applicable) — Issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer)
Item No. | Property Name | Target Entity | State / County | Description | Mandatory Cure (Y/N) | Approx. Amount
1 | Fairfield Logistics Center I | GMP Fairfield I LLC | GA / Fulton | Unsatisfied mechanic's lien — Cornerstone Paving & Grading, Inc. | Y | $187,500
2 | Fairfield Logistics Center I | GMP Fairfield I LLC | GA / Fulton | Gap in chain of title — missing utility easement assignment | N | N/A
3 | Fairfield Logistics Center II | GMP Fairfield II LLC | GA / Fulton | Stormwater detention structure encroachment (4.2 ft) into adjacent drainage easement | N | N/A
4 | Westlake Distribution Hub | GMP Westlake LLC | TX / Harris | Delinquent supplemental 2023 ad valorem tax assessment | Y | $43,200
5 | Westlake Distribution Hub | GMP Westlake LLC | TX / Harris | Unrecorded reciprocal access and parking easement — not in data room | N | N/A
6 | Katy Freeway Logistics Park | GMP Katy LLC | TX / Harris | Expired subordination agreement — lien priority ambiguity | N | N/A
7 | Katy Freeway Logistics Park | GMP Katy LLC | TX / Harris | Pending TxDOT condemnation / right-of-way taking (0.12 acres) | N | TBD
8 | Alliance Commerce Center | GMP Alliance LLC | TX / Tarrant | UCC filing — Lone Star Equipment Leasing Corp. — potential fixture lien | Y* | TBD
9 | Lakeland Crossings Industrial | GMP Lakeland LLC | FL / Polk | Unrecorded CC&Rs referenced in plat note — not in data room | N | N/A
10 | Lakeland Crossings Industrial | GMP Lakeland LLC | FL / Polk | Outstanding judgment lien — Southeastern Construction Supply, Inc. | Y | $62,400
11 | Southport Logistics Park | GMP Southport LLC | FL / Duval | Fence line encroachment by adjoining landowner (6.8 ft) | N | N/A
12 | Southport Logistics Park | GMP Southport LLC | FL / Duval | Drainage easement — missing legal description exhibit | N | N/A
13 | Murfreesboro Distribution Center | GMP Murfreesboro LLC | TN / Rutherford | Open deed of trust — Cumberland Savings Bank ($12.5M) — unreleased | Y | $12,500,000 (orig.)
14 | Buckhead Place Office Tower | GMP Buckhead LLC | GA / Fulton | Restrictive covenant — potential conflict with ground-floor tenant use | N | N/A
15 | Buckhead Place Office Tower | GMP Buckhead LLC | GA / Fulton | Unresolved 2022 real property tax appeal | N | TBD
16 | SouthPark Corporate Center | GMP SouthPark LLC | NC / Mecklenburg | Legal description discrepancy — 0.3-acre parking parcel omitted from deed | N | N/A
17 | SouthPark Corporate Center | GMP SouthPark LLC | NC / Mecklenburg | Recorded option to purchase — Fairview Commons LLC | N | N/A
18 | Cool Springs Office Park | GMP Cool Springs LLC | TN / Williamson | Mineral reservation in original patent — cloud on subsurface rights | N | N/A
19 | Brickell Bay Office Building | GMP Brickell LLC | FL / Miami-Dade | Unrecorded / missing memorandum of lease — Biscayne Dining Group LLC | N | N/A
20 | Brickell Bay Office Building | GMP Brickell LLC | FL / Miami-Dade | Building setback encroachment (2.1 ft) — Brickell Avenue front yard | N | N/A
21 | Peachtree Corners Logistics Center | GMP Peachtree LLC | GA / Gwinnett | Outstanding special assessment — Gwinnett County road improvements | Y | $94,750
22 | Mount Juliet Commerce Park | GMP Mount Juliet LLC | TN / Wilson | Cross-access easement — missing site plan exhibit (Exhibit B) | N | N/A
23 | Mount Juliet Commerce Park | GMP Mount Juliet LLC | TN / Wilson | Pending lis pendens — Volunteer Mechanical Services, Inc. — mechanic's lien | Y | $38,900

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

III. SUMMARY TABLE OF OBJECTION ITEMS

IV. CURE PERIOD AND RESPONSE REQUIREMENTS

V. REQUEST FOR DOCUMENTATION

VI. RESERVATION OF RIGHTS

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts