UCC-3 AMENDMENT / TERMINATION FILINGS

UCC-3 AMENDMENT / TERMINATION FILINGS
RELEASE OF SELLER FINANCING STATEMENTS
Prepared by CALDERWOOD & HARKNESS LLP
Matter: Fairwater Real Estate Investment Trust — Acquisition of Greystone Meridian Partners Fund III, L.P. Portfolio
Matter Number: 1036-00004
Date: June 6, 2024 (Closing Date)
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
This memorandum and its attachments are protected by the attorney-client privilege and the work product doctrine. This document was prepared by Calderwood & Harkness LLP at the direction of and for the benefit of Fairwater Real Estate Investment Trust in connection with the acquisition of the Greystone Meridian Partners Fund III, L.P. portfolio. It is not intended for distribution to any person or entity other than the named recipients and their authorized agents. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.
Right-click to update Table of Contents
1. TRANSMITTAL MEMORANDUM
1.1 Header Block
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Real Estate Practice Group, Calderwood & Harkness LLP
FROM: Rafael Dominguez, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP
DATE: June 6, 2024
RE: UCC-3 Financing Statement Amendments (Terminations) — Release of GMP Fund III Pledge Interests in 14 Target Entity LLCs — Filed with the Delaware Secretary of State
1.2 Purpose
In connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater REIT" or the "Buyer") acquisition of one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. (the "Seller" or "GMP Fund III"), this memorandum transmits the executed UCC-3 Financing Statement Amendments (each, a "Termination Filing" and collectively, the "Termination Filings") to be filed with the Office of the Secretary of State of the State of Delaware (the "Delaware SOS").
The UCC-3 Termination Filings terminate all existing UCC-1 Financing Statements filed by or on behalf of the Seller or its affiliates securing the Seller's (or any other secured party's) interest in the membership interests of the Target Entities. These filings are necessitated by the transfer of the membership interests to Fairwater REIT at closing and the corresponding release of the Seller's fund-level collateral pledges. Upon the effectiveness of the Termination Filings, no perfected security interest in the membership interests of the Target Entities will remain of record in favor of GMP Fund III or any of its affiliates.
These filings are required as a post-closing deliverable under the Purchase and Sale Agreement, dated as of February 28, 2024 (the "Original PSA"), by and between Fairwater Real Estate Investment Trust, as purchaser, and Greystone Meridian Partners Fund III, L.P., as seller, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024 (the "First Amendment"), and that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, the "PSA"). The Second Amendment extended the originally scheduled closing date from May 31, 2024, to June 6, 2024, to accommodate the receipt of the final lender consent from Pinnacle Federal Bank, N.A.
Filing of the Termination Filings is to be completed promptly following the closing. The Delaware Secretary of State filings are to be submitted electronically on or about June 7, 2024, the first business day following the closing date.
1.3 Background on UCC-1 Filings Being Terminated
The UCC-1 Financing Statements that are the subject of the Termination Filings were originally filed in connection with GMP Fund III's fund-level financing arrangements. Specifically, GMP Fund III's fund-level lender and/or credit facilities required pledges of the membership interests in the property-owning Target Entity LLCs as collateral security for the fund-level obligations. These pledges were a standard component of the fund's subscription credit facility and capital call facility, which were used to bridge capital calls and fund acquisition costs during the initial deployment period of GMP Fund III.
UCC-1 Financing Statements were filed with the Delaware Secretary of State — as the jurisdiction of organization of each Target Entity debtor — to perfect the security interest in the membership interests held by GMP Fund III in each of the 14 Target Entities. Because each Target Entity is a Delaware limited liability company, the proper filing office for perfection of a security interest in the membership interests (which constitute "general intangibles" under Article 9 of the Uniform Commercial Code) is the office of the Secretary of State of the State of Delaware, pursuant to Delaware UCC § 9-301(1) and § 9-501(a)(2).
As part of Calderwood & Harkness LLP's entity-level due diligence on behalf of Fairwater REIT, comprehensive UCC lien searches were conducted for each of the 14 Target Entities and for Greystone Meridian Partners Fund III, L.P. These searches identified the financing statements listed in Section 2 of this memorandum. The UCC search results confirmed that, other than the mortgage-related UCC filings (which are being assumed as part of the transaction), the only UCC filings of record against the Target Entities were the 14 filings made in favor of GMP Fund III (acting through its general partner, Greystone Meridian Capital LLC) in connection with the fund-level pledge arrangements described above.
Seller's counsel, Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), has delivered executed UCC-3 termination filings at closing, duly authorized by the applicable secured parties. The termination filings have been executed by Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, in his capacity as an authorized signatory of the general partner of GMP Fund III, pursuant to the authority evidenced by the Secretary's Certificate delivered at closing.
2. SCHEDULE OF UCC-1 FINANCING STATEMENTS TO BE TERMINATED
2.1 Table of Existing UCC-1 Filings
The following table sets forth the complete schedule of UCC-1 Financing Statements to be terminated by the corresponding UCC-3 Termination Filings. All filings were made with the Office of the Secretary of State of the State of Delaware, Division of Corporations. The information set forth below has been verified against the original filing records obtained from the Delaware Secretary of State and the UCC search reports referenced in Appendix C.
For all filings listed above, the Secured Party of record is Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205), acting by and through its general partner, Greystone Meridian Capital LLC (EIN: 83-1520984), with principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326.
The collateral description on each original UCC-1 Financing Statement reads as follows:
"All of Debtor's right, title and interest in and to the membership interests in [Target Entity Name], a Delaware limited liability company, together with all proceeds thereof."
2.2 Notes on Filing Details
The following supplemental notes are provided with respect to the UCC-1 Financing Statements identified in Section 2.1:
1.  Filing Office. All original UCC-1 Financing Statements were filed with the Office of the Secretary of State of the State of Delaware, Division of Corporations, as the jurisdiction of organization of each debtor entity. This is the correct filing office for perfection of a security interest in membership interests in a Delaware limited liability company under Delaware UCC § 9-301(1) and § 9-501(a)(2).
2.  Continuation Statements. Continuation statements, if any, were filed prior to the expiration of the five-year effectiveness period under Delaware UCC § 9-515(a). Based on Calderwood & Harkness's review of the UCC search results, continuation statements were identified with respect to the following filings, which were originally filed in 2019 and were approaching the five-year lapse date:
•  Filing No. 2019-4081537 (GMP Fairfield I LLC): Continuation Statement filed June 12, 2024 (File No. 2024-3042815)
•  Filing No. 2019-4081544 (GMP Fairfield II LLC): Continuation Statement filed June 12, 2024 (File No. 2024-3042822)
•  Filing No. 2019-5126892 (GMP Westlake LLC): Continuation Statement filed September 18, 2024 (File No. 2024-4109338) — Note: this continuation was not yet filed as of the closing date; however, as the original filing would not lapse until October 3, 2024, the filing remains effective on the closing date and the UCC-3 termination will be filed before any lapse occurs
•  Filing No. 2019-5126908 (GMP Katy LLC): Same as above
•  Filing No. 2019-5126915 (GMP Alliance LLC): Same as above
3.  Absence of Other Amendments. No amendments to the original UCC-1 Financing Statements were identified in the UCC search results other than the standard continuation statements described above. In particular, no collateral amendments, debtor name changes, secured party assignments, or partial releases were filed against any of the 14 UCC-1 Financing Statements.
4.  Distinction from Mortgage-Related UCC Filings. The UCC-1 Financing Statements identified in Section 2.1 relate solely to the pledge of membership interests (i.e., general intangible / investment property collateral) in the Target Entities and are separate and distinct from any UCC filings related to the mortgage loans with Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., or Sycamore Life Insurance Company. The mortgage-related UCC filings secure the real property loans at the individual Target Entity level and collateralize the personal property and fixtures associated with each mortgaged property. Those mortgage-related UCC filings remain in place as part of the assumed debt of Six Hundred Twelve Million Dollars ($612,000,000) in the aggregate and are not the subject of this memorandum or the Termination Filings described herein.
3. FORM OF UCC-3 FINANCING STATEMENT AMENDMENT (TERMINATION)
3.1 Filing Information — Standard Fields
The following standard filing information applies to each of the 14 UCC-3 Financing Statement Amendments (Terminations):
Filing Office:
Office of the Secretary of State State of Delaware Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Initial Financing Statement File Number: As set forth in the table in Section 2.1 above, cross-referenced to the specific UCC-1 file number for each Target Entity.
Amendment Type: Termination — Each UCC-3 form will contain the following designation:
"This Financing Statement Amendment is a Termination of the Financing Statement identified above."
Filer / Filing Party: Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, acting by and through Greystone Meridian Capital LLC, a Delaware limited liability company, its general partner.
Authorized Representative: Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and/or Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC. Each of Mr. Lansdell and Ms. Rathborne is authorized to execute documents on behalf of GMP Fund III, as confirmed by the Secretary's Certificate delivered at closing.
Contact for Filing:
Thomas Keating Senior Associate Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019 Telephone: (212) 478-6300
Email: tkeating@blackridgehayes.com
3.2 UCC-3 Form Content
Each UCC-3 Financing Statement Amendment (Termination) contains the following standard Delaware UCC-3 form fields:
(a) Item 1a — Initial Financing Statement File Number. The file number of the original UCC-1 Financing Statement to be terminated, as assigned by the Delaware Secretary of State.
(b) Item 1b — Filing Date of Initial Financing Statement. The date on which the original UCC-1 Financing Statement was filed and accepted by the Delaware Secretary of State.
(c) Item 2 — Termination. Check box marked: "Termination: This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above."
(d) Item 3 — Debtor Information. The exact legal name of the debtor as it appears on the original UCC-1 Financing Statement, together with the debtor's mailing address, jurisdiction of organization, and organizational identification number. The debtor name on each UCC-3 must precisely match the debtor name on the corresponding original UCC-1 to ensure proper indexing by the filing office.
(e) Item 4 — Secured Party Information. The exact legal name of the secured party as it appears on the original UCC-1 Financing Statement: Greystone Meridian Partners Fund III, L.P., together with the secured party's mailing address at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326.
(f) Item 5 — Signature. Each UCC-3 is signed by the secured party of record (or its authorized representative), as required under Delaware UCC § 9-509(d)(2) for the filing of a termination statement.
Signature block (applicable to all 14 UCC-3 filings):
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
3.3 Specific UCC-3 Filings — All 14 Terminations
The following sub-sections present the filing-specific details for each of the 14 UCC-3 Financing Statement Amendments (Terminations). Each sub-section corresponds to a separate filing with the Delaware Secretary of State.
T-1: Termination — GMP Fairfield I LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2019-4081537 Filing Date of Initial Financing Statement: July 18, 2019 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Fairfield I LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7491823 EIN: 84-2310561
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-2: Termination — GMP Fairfield II LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2019-4081544 Filing Date of Initial Financing Statement: July 18, 2019 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Fairfield II LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7491830 EIN: 84-2310578
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-3: Termination — GMP Westlake LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2019-5126892 Filing Date of Initial Financing Statement: October 3, 2019 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Westlake LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7524617 EIN: 84-2415693
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-4: Termination — GMP Katy LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2019-5126908 Filing Date of Initial Financing Statement: October 3, 2019 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Katy LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7524624 EIN: 84-2415710
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-5: Termination — GMP Alliance LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2019-5126915 Filing Date of Initial Financing Statement: October 3, 2019 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Alliance LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7524631 EIN: 84-2415728
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-6: Termination — GMP Lakeland LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-1043276 Filing Date of Initial Financing Statement: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Lakeland LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7563148 EIN: 84-2527834
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-7: Termination — GMP Southport LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-1043283 Filing Date of Initial Financing Statement: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Southport LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7563155 EIN: 84-2527849
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-8: Termination — GMP Murfreesboro LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-1043290 Filing Date of Initial Financing Statement: February 14, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Murfreesboro LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7563162 EIN: 84-2527856
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-9: Termination — GMP Buckhead LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-3289451 Filing Date of Initial Financing Statement: August 21, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Buckhead LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7601479 EIN: 84-2639901
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-10: Termination — GMP SouthPark LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-3289468 Filing Date of Initial Financing Statement: August 21, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP SouthPark LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7601486 EIN: 84-2639918
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-11: Termination — GMP Cool Springs LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-3289475 Filing Date of Initial Financing Statement: August 21, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Cool Springs LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7601493 EIN: 84-2639925
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-12: Termination — GMP Brickell LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2020-3289482 Filing Date of Initial Financing Statement: August 21, 2020 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Brickell LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7601500 EIN: 84-2639932
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-13: Termination — GMP Peachtree LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2021-2178034 Filing Date of Initial Financing Statement: May 7, 2021 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Peachtree LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7642715 EIN: 84-2741063
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
T-14: Termination — GMP Mount Juliet LLC
UCC-3 FINANCING STATEMENT AMENDMENT
Initial Financing Statement File Number: 2021-2178041 Filing Date of Initial Financing Statement: May 7, 2021 Filing Office: Delaware Secretary of State, Division of Corporations
Amendment Type:  Termination — This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Debtor:
Name: GMP Mount Juliet LLC
Mailing Address: 1209 Orange Street, Wilmington, Delaware 19801
Jurisdiction of Organization: Delaware Organizational ID Number: 7642722 EIN: 84-2741070
Secured Party:
Name: Greystone Meridian Partners Fund III, L.P.
Mailing Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
EIN: 83-1647205
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
4. FILING INSTRUCTIONS AND LOGISTICS
4.1 Filing Method
The 14 UCC-3 Financing Statement Amendments (Terminations) are to be filed electronically through the Delaware Secretary of State's online UCC filing system, accessible at https://icis.corp.delaware.gov/UCCFiling/. The Delaware Secretary of State accepts electronic UCC filings on a 24-hour basis, and filings submitted electronically are generally indexed within one (1) to two (2) business days of submission.
Filing is to be submitted by Calderwood & Harkness LLP on behalf of the Secured Party (Greystone Meridian Partners Fund III, L.P.), with the Secured Party's authorization as evidenced by the executed UCC-3 forms delivered at closing. Calderwood & Harkness LLP maintains an active filing account with the Delaware Secretary of State for purposes of submitting UCC filings.
In the alternative, Blackridge Hayes LLP (Seller's counsel) may file on behalf of the Secured Party, as the Secured Party is the appropriate filer of a termination statement under Delaware UCC § 9-513. The parties have agreed that Calderwood & Harkness LLP will submit the filings to ensure prompt filing and to maintain a complete record of all closing and post-closing deliverables in the Buyer's closing binder. If Blackridge Hayes LLP elects to file any of the UCC-3 terminations directly, Thomas Keating at Blackridge Hayes LLP shall notify Rafael Dominguez at Calderwood & Harkness LLP immediately so that duplicate filings are avoided.
4.2 Filing Fees
The filing fee for each UCC-3 Financing Statement Amendment with the Delaware Secretary of State is Fifty Dollars ($50.00) per filing. The total filing fees for the 14 Termination Filings are calculated as follows:
Filing fees are to be paid by the Seller pursuant to the allocation of closing costs set forth in Section 10.4 of the PSA, which provides that the Seller shall bear all costs associated with the release and termination of liens, security interests, and UCC filings encumbering the membership interests in the Target Entities (other than Permitted Exceptions and the assumed mortgage debt).
Payment of filing fees shall be made by credit card or through Calderwood & Harkness LLP's pre-established filing account with the Delaware Secretary of State. If paid through the firm's filing account, the fees shall be invoiced to the Seller through the Seller's counsel, Blackridge Hayes LLP, as a reimbursable disbursement.
4.3 Confirmation of Filing
Upon acceptance by the Delaware Secretary of State, file-stamped acknowledgment copies of each UCC-3 Financing Statement Amendment (Termination) will be obtained from the filing office. The Delaware Secretary of State provides electronic confirmation of accepted filings, including the assigned file number and the date and time of filing.
File-stamped copies of the accepted UCC-3 Termination Filings shall be delivered to each of the following parties:
(a) Douglas Fairchild, Responsible Partner, and Grace Nakamura, Lead Associate, Calderwood & Harkness LLP (Buyer's counsel), 599 Lexington Avenue, New York, New York 10022;
(b) David Elgin Park, Executive Vice President and General Counsel, Fairwater Real Estate Investment Trust, 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044;
(c) Camille Oduya, Vice President — In-House Real Estate Counsel, Fairwater Real Estate Investment Trust, 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044;
(d) Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate, Blackridge Hayes LLP (Seller's counsel), 1285 Avenue of the Americas, 34th Floor, New York, New York 10019.
Copies of all file-stamped UCC-3 Termination Filings shall also be included in the post-closing binder maintained by Calderwood & Harkness LLP for the Fairwater REIT / GMP Fund III portfolio acquisition. The post-closing binder is being compiled by Rafael Dominguez and is expected to be distributed in final form within thirty (30) days following the closing date.
4.4 Post-Filing Verification
Calderwood & Harkness LLP will conduct a follow-up UCC search against each of the 14 Target Entities with the Delaware Secretary of State approximately ten (10) business days after the filing of the UCC-3 Termination Filings (anticipated on or about June 21, 2024) to confirm the following:
(a) Each UCC-3 Termination Filing has been properly accepted and indexed by the Delaware Secretary of State;
(b) The effectiveness of each corresponding original UCC-1 Financing Statement has been terminated of record;
(c) No other UCC filings exist against any Target Entity other than those related to the assumed mortgage debt with Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, which are expected to remain in place following the closing; and
(d) No new UCC filings have been made against any Target Entity between the date of the pre-closing UCC searches and the date of the post-filing verification searches.
Any discrepancies, residual filings, or unexpected results identified in the post-filing verification searches shall be reported immediately to Douglas Fairchild and Grace Nakamura at Calderwood & Harkness LLP, and to David Elgin Park and Camille Oduya at Fairwater REIT. If any residual filings are identified that were not previously disclosed or addressed, Calderwood & Harkness LLP will coordinate with Blackridge Hayes LLP and the applicable secured parties to obtain the necessary termination or release documentation.
5. CROSS-REFERENCE TO RELATED TRANSACTION DOCUMENTS
5.1 PSA Provisions
Section 5.3(d) of the Purchase and Sale Agreement, dated as of February 28, 2024 (as amended), requires the Seller to deliver at closing evidence of the release and/or termination of all liens, security interests, pledges, and UCC filings encumbering the membership interests in the Target Entities, other than Permitted Exceptions (as defined in Section 1.1 of the PSA) and the assumed mortgage debt. Specifically, Section 5.3(d) provides:
"On or before the Closing Date, Seller shall deliver to Buyer or cause to be delivered to Buyer: ... (d) executed UCC-3 Financing Statement Amendments (Terminations) with respect to each UCC-1 Financing Statement filed against any Target Entity in connection with Seller's fund-level pledge or security interest in the Membership Interests, in form sufficient for filing with the applicable filing office, together with evidence of the authority of the secured party to execute and file such termination statements."
Section 10.3(b) of the PSA identifies the satisfaction of all monetary liens and security interests arising by, through, or under the Seller as a mandatory cure item and a condition to the Buyer's obligation to close. The PSA further provides that the Seller's failure to deliver the executed UCC-3 termination filings at closing shall constitute a failure to satisfy the conditions to closing under Section 6.1(c) of the PSA.
The Seller has satisfied this obligation by delivering the 14 executed UCC-3 Financing Statement Amendments (Terminations) described in this memorandum at the closing on June 6, 2024.
5.2 Related Closing Documents
The UCC-3 Termination Filings described in this memorandum are delivered in conjunction with the following related closing documents:
(a) Assignments and Assumptions of Membership Interests. Fourteen (14) separate Assignments and Assumptions of Membership Interests (one per Target Entity), each dated as of June 6, 2024, executed by Greystone Meridian Partners Fund III, L.P. (as assignor) and Fairwater Real Estate Investment Trust (as assignee), pursuant to which 100% of the membership interests in each Target Entity are transferred from the Seller to the Buyer.
(b) Seller's Closing Certificate. Seller's Closing Certificate, dated as of June 6, 2024, executed by Greystone Meridian Partners Fund III, L.P., by Greystone Meridian Capital LLC, its General Partner, by Victor Lansdell, Co-Founder & Managing Partner, certifying the accuracy of the Seller's representations and warranties under the PSA as of the closing date and confirming the satisfaction of the Seller's closing conditions.
(c) Secretary's Certificate. Secretary's Certificate of Greystone Meridian Capital LLC (as general partner of GMP Fund III), dated as of June 6, 2024, executed by Elise Rathborne, Co-Founder & Managing Partner, attaching (i) certified copies of the resolutions of the members of Greystone Meridian Capital LLC authorizing the transactions contemplated by the PSA, (ii) incumbency certificates for the authorized signatories of Greystone Meridian Capital LLC, and (iii) certified copies of the organizational documents of Greystone Meridian Capital LLC and GMP Fund III.
(d) Amended and Restated Operating Agreements. Amended and Restated Operating Agreements for each of the 14 Target Entities, reflecting Fairwater Real Estate Investment Trust as the sole member of each Target Entity, effective as of the closing date. These are post-closing deliverables to be filed and distributed within five (5) business days following closing.
(e) Manager Change Filings. Manager change filings with the Delaware Secretary of State (Division of Corporations) for each of the 14 Target Entities, reflecting the change in the manager or managing member of each Target Entity from Greystone Meridian Capital LLC to Fairwater REIT or its designated management affiliate. These are post-closing deliverables to be submitted within ten (10) business days following closing.
5.3 Distinction from Mortgage-Related UCC Filings
For the avoidance of doubt, the UCC-3 Termination Filings described in this memorandum relate solely to the Seller's fund-level pledge of membership interests in the Target Entities and are entirely distinct from the UCC filings associated with the assumed mortgage debt. The following mortgage lenders have separate UCC-1 Financing Statements on file against the individual Target Entity borrowers, which secure the real estate loans and related personal property collateral at the property level:
(a) Pinnacle Federal Bank, N.A. — Outstanding principal balance of $421,600,000, secured by Loans 1-A through 1-H, encumbering eight (8) of the 14 properties in the portfolio. The Pinnacle loans are cross-collateralized and cross-defaulted. UCC-1 Financing Statements were filed by Pinnacle Federal Bank, N.A. against each of the applicable Target Entity borrowers in the jurisdictions where the real properties are located, as well as in Delaware (as the jurisdiction of organization of each debtor entity). These UCC filings secure the personal property and fixture collateral associated with the mortgaged properties.
(b) Veltrano Capital Lending Corp. — Outstanding principal balance of $142,300,000, secured by Loans 2-A through 2-D, encumbering four (4) of the 14 properties in the portfolio. UCC-1 Financing Statements were filed by Veltrano Capital Lending Corp. against each of the applicable Target Entity borrowers in the relevant filing offices.
(c) Sycamore Life Insurance Company — Outstanding principal balance of $48,100,000, secured by Loans 3-A and 3-B, encumbering two (2) of the 14 properties in the portfolio. UCC-1 Financing Statements were filed by Sycamore Life Insurance Company against each of the applicable Target Entity borrowers in the relevant filing offices.
The aggregate outstanding principal balance of the assumed mortgage debt is Six Hundred Twelve Million Dollars ($612,000,000). The mortgage-related UCC filings are not being terminated as part of this closing. The assumed mortgage debt is being assumed by Fairwater REIT pursuant to the Assumption Agreements and Lender Consent Letters negotiated and delivered in connection with the closing.
Lender consents were received from the three mortgage lenders on the following dates:
•  Veltrano Capital Lending Corp.: Consent received May 17, 2024
•  Sycamore Life Insurance Company: Consent received May 22, 2024
•  Pinnacle Federal Bank, N.A.: Consent received June 4, 2024
The Pinnacle Federal Bank consent was the final lender consent required to satisfy the conditions to closing under Section 6.1(e) of the PSA. The receipt of the Pinnacle consent on June 4, 2024, permitted the closing to proceed on June 6, 2024, following the extension of the originally scheduled May 31, 2024 closing date pursuant to the Second Amendment to the PSA, dated as of May 28, 2024. The Second Amendment extended the Outside Closing Date from May 31, 2024, to June 7, 2024, to accommodate the completion of the Pinnacle consent process.
6. AUTHORIZATION AND SIGNATURE CONFIRMATION
6.1 Secured Party Authorization
Under Delaware UCC § 9-513(a), the secured party of record is required to file or authorize the filing of a termination statement within twenty (20) days after receiving an authenticated demand from the debtor, if (i) there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value, or (ii) the debtor did not authorize the filing of the initial financing statement. Additionally, under § 9-513(c), a secured party that fails to file a termination statement within the prescribed period is liable for any loss caused to the debtor.
In the present transaction, the secured obligation — specifically, the pledge of membership interests in the 14 Target Entities as collateral security for the Seller's fund-level obligations under its subscription credit facility and capital call facility — is fully released and terminated upon the closing of the sale of the membership interests to Fairwater REIT. The release of the fund-level collateral is memorialized in the Payoff Letter and Release Agreement delivered by the Seller's fund-level lender at closing.
The Seller, acting in its capacity as the secured party of record on each of the 14 UCC-1 Financing Statements, has voluntarily executed the UCC-3 Termination Filings at closing. Each UCC-3 is executed by Victor Lansdell, in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the general partner of Greystone Meridian Partners Fund III, L.P. Mr. Lansdell is authorized to execute documents on behalf of GMP Fund III pursuant to the terms of the limited partnership agreement of GMP Fund III and as confirmed by the Secretary's Certificate of Greystone Meridian Capital LLC delivered at closing.
The Secretary's Certificate, executed by Elise Rathborne, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, certifies that (a) Mr. Lansdell is duly authorized to act on behalf of Greystone Meridian Capital LLC in its capacity as general partner of GMP Fund III; (b) the transactions contemplated by the PSA, including the delivery of the UCC-3 Termination Filings, have been duly authorized by all necessary action of the members and managers of Greystone Meridian Capital LLC; and (c) no further consents, approvals, or authorizations are required in connection with the execution, delivery, and filing of the UCC-3 Termination Filings.
6.2 Representations from Seller
The Seller's Closing Certificate, delivered at closing, includes the following relevant representations and confirmations:
(a) All liens, security interests, pledges, and encumbrances on the membership interests in each of the 14 Target Entities (other than the assumed mortgage debt and the Permitted Exceptions identified in Exhibit B to the PSA) have been or will be released at or promptly following the closing.
(b) The 14 UCC-1 Financing Statements identified in this memorandum represent the complete and exhaustive list of UCC filings of record against the Target Entities in connection with the Seller's fund-level pledge arrangements. No other UCC filings have been made by the Seller or any of its affiliates against any Target Entity that have not been disclosed to the Buyer and terminated at or prior to closing.
(c) Neither the Seller nor any of its affiliates has granted any security interest, pledge, lien, or encumbrance on the membership interests in any Target Entity other than the fund-level pledges evidenced by the UCC-1 Financing Statements identified herein, which are being terminated at closing.
In addition, Seller's counsel, Blackridge Hayes LLP, has confirmed in writing (via email from Thomas Keating to Grace Nakamura, dated June 5, 2024, at 4:17 PM EST) that there are no other UCC filings against the Target Entities relating to the Seller's fund-level pledges beyond the 14 filings identified in this memorandum. A copy of the email confirmation has been retained in the Calderwood & Harkness LLP transaction file.
7. APPENDICES / ATTACHMENTS
The following appendices are attached to this memorandum and incorporated herein by reference. Due to the volume of the attached materials, each appendix is tabbed separately in the closing binder.
Appendix A — Copies of Original UCC-1 Financing Statements (14 Filings)
Appendix A contains certified copies of each of the 14 original UCC-1 Financing Statements obtained from the Delaware Secretary of State as part of Calderwood & Harkness LLP's entity-level due diligence conducted on behalf of Fairwater REIT. Each original UCC-1 Financing Statement shows the following information:
•  Debtor name (exact legal name of the Target Entity)
•  Debtor mailing address
•  Debtor jurisdiction of organization and organizational identification number
•  Secured party name and mailing address
•  Collateral description
•  Original filing date
•  File number assigned by the Delaware Secretary of State
•  Any continuation statements or amendments filed subsequent to the original filing
The certified copies were obtained from the Delaware Secretary of State on April 22, 2024, and are current as of that date. No changes to the filings were identified between the date of the certified copies and the closing date.
Appendix B — Executed UCC-3 Financing Statement Amendments (14 Termination Filings)
Appendix B contains the fully executed originals of each of the 14 UCC-3 Financing Statement Amendments (Terminations), each executed by Greystone Meridian Partners Fund III, L.P., by Greystone Meridian Capital LLC, its General Partner, by Victor Lansdell, Co-Founder & Managing Partner. The executed UCC-3 forms are in the standard form prescribed by the Delaware Secretary of State and are ready for electronic submission through the Delaware Secretary of State's online UCC filing system.
Each executed UCC-3 bears the original signature of Victor Lansdell, dated June 6, 2024, and has been reviewed by both Calderwood & Harkness LLP and Blackridge Hayes LLP for accuracy and completeness prior to execution. The debtor name on each UCC-3 has been verified against the debtor name on the corresponding original UCC-1 Financing Statement to ensure an exact match, as required for proper indexing by the filing office.
Appendix C — UCC Search Reports (Pre-Closing)
Appendix C contains the UCC search reports for each of the 14 Target Entities and for Greystone Meridian Partners Fund III, L.P. These searches were conducted as part of Calderwood & Harkness LLP's entity-level due diligence on behalf of Fairwater REIT and are cross-referenced to the Entity-Level Due Diligence Memorandum prepared by Grace Nakamura, dated May 10, 2024 (Matter No. 1036-00004, Work Product Item No. DD-07).
The UCC searches were conducted through Capitol Lien Records & Research, Inc., a national UCC search provider, with the Delaware Secretary of State as the primary filing office. Searches were also conducted in each state where the underlying real properties are located, to identify any mortgage-related UCC filings at the state level. The search reports are dated as of April 22, 2024, and cover a look-back period of twenty (20) years from the date of the search.
The search results confirmed that the only UCC filings of record against the Target Entities (other than the mortgage-related UCC filings associated with the assumed debt) were the 14 filings identified in Section 2 of this memorandum.
Appendix D — Filing Fee Schedule and Payment Confirmation
Appendix D contains the following:
(a) Schedule of filing fees for the 14 UCC-3 Financing Statement Amendments (Terminations):
(b) Payment confirmation from the Delaware Secretary of State — to be appended upon completion of filing and receipt of acknowledgment from the filing office.
This memorandum and all attached appendices are confidential attorney work product and are protected by the attorney-client privilege. They are prepared for the exclusive use of the named recipients and Fairwater Real Estate Investment Trust in connection with the acquisition of the Greystone Meridian Partners Fund III, L.P. portfolio. Any questions regarding this memorandum should be directed to Rafael Dominguez at (212) 558-4000 or rdominguez@calderwoodharkness.com.
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
UCC-3 Filing No. | Original UCC-1 Filing Number | Original Filing Date | Debtor (Target Entity) | Debtor EIN | Debtor DE Org. ID | Debtor Mailing Address | Secured Party | UCC-3 Action
T-1 | 2019-4081537 | July 18, 2019 | GMP Fairfield I LLC | 84-2310561 | 7491823 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-2 | 2019-4081544 | July 18, 2019 | GMP Fairfield II LLC | 84-2310578 | 7491830 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-3 | 2019-5126892 | October 3, 2019 | GMP Westlake LLC | 84-2415693 | 7524617 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-4 | 2019-5126908 | October 3, 2019 | GMP Katy LLC | 84-2415710 | 7524624 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-5 | 2019-5126915 | October 3, 2019 | GMP Alliance LLC | 84-2415728 | 7524631 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-6 | 2020-1043276 | February 14, 2020 | GMP Lakeland LLC | 84-2527834 | 7563148 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-7 | 2020-1043283 | February 14, 2020 | GMP Southport LLC | 84-2527849 | 7563155 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-8 | 2020-1043290 | February 14, 2020 | GMP Murfreesboro LLC | 84-2527856 | 7563162 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-9 | 2020-3289451 | August 21, 2020 | GMP Buckhead LLC | 84-2639901 | 7601479 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-10 | 2020-3289468 | August 21, 2020 | GMP SouthPark LLC | 84-2639918 | 7601486 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-11 | 2020-3289475 | August 21, 2020 | GMP Cool Springs LLC | 84-2639925 | 7601493 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-12 | 2020-3289482 | August 21, 2020 | GMP Brickell LLC | 84-2639932 | 7601500 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-13 | 2021-2178034 | May 7, 2021 | GMP Peachtree LLC | 84-2741063 | 7642715 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
T-14 | 2021-2178041 | May 7, 2021 | GMP Mount Juliet LLC | 84-2741070 | 7642722 | 1209 Orange Street, Wilmington, DE 19801 | Greystone Meridian Partners Fund III, L.P. | Termination
Description | Per Filing Fee | Number of Filings | Total
UCC-3 Financing Statement Amendment (Termination) | $50.00 | 14 | $700.00
Total Filing Fees | $700.00
Filing | Target Entity | Fee
T-1 | GMP Fairfield I LLC | $50.00
T-2 | GMP Fairfield II LLC | $50.00
T-3 | GMP Westlake LLC | $50.00
T-4 | GMP Katy LLC | $50.00
T-5 | GMP Alliance LLC | $50.00
T-6 | GMP Lakeland LLC | $50.00
T-7 | GMP Southport LLC | $50.00
T-8 | GMP Murfreesboro LLC | $50.00
T-9 | GMP Buckhead LLC | $50.00
T-10 | GMP SouthPark LLC | $50.00
T-11 | GMP Cool Springs LLC | $50.00
T-12 | GMP Brickell LLC | $50.00
T-13 | GMP Peachtree LLC | $50.00
T-14 | GMP Mount Juliet LLC | $50.00
Total | $700.00