1036-00004 · Client 1036 · Title & Survey

gap-indemnity-letter-commonwealth.docx DOCUMENT Real Estate

136 / 172 ← → ✕

Contract analysis Extract to table

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7200

June 6, 2024

VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

David Elgin Park, General Counsel

Copy to:

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq. and Grace Nakamura, Esq.

Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006

Attention: Rafael Dominguez, Esq.

Pinnacle Federal Bank, N.A. 600 Travis Street, Suite 4400 Houston, Texas 77002

Attention: Bradley Carston, Senior Vice President

Veltrano Capital Lending Corp. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131

Attention: Denise Alvarado, Managing Director

Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103

Attention: Graham Hilliard, Vice President, Mortgage Investments

Re: Gap Indemnity and Bring-Down of Title — 14-Property Portfolio Acquisition

Purchase and Sale Agreement dated February 28, 2024, as amended by First Amendment dated April 12, 2024, and Second Amendment dated May 28, 2024 (collectively, the "PSA"), between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer")

ALTA Owner's Policies (2021 form) to be issued by Commonwealth National Title Insurance Company — Aggregate Insured Amount: $1,100,000,000.00, allocated among 14 properties per the Agreed Allocation Schedule (Exhibit Q to the PSA)

Title Commitment Order Numbers: CNTC-2024-PF-04187-001 through CNTC-2024-PF-04187-014 (as further identified by property in Section 1 below)

Ladies and Gentlemen:

Commonwealth National Title Insurance Company ("Commonwealth" or the "Company") is pleased to deliver this Gap Indemnity and Bring-Down Letter (this "Letter") in connection with the above-referenced transaction. This Letter sets forth the Company's confirmation of gap coverage, the results of bring-down title searches, and the Company's indemnification of the Insured (as defined below) with respect to any adverse matters that may have arisen during the Gap Period (as defined below) between the respective Commitment Effective Dates and the Closing Date. This Letter is delivered at the request of Buyer and Buyer's counsel, Calderwood & Harkness LLP, and is intended to induce Buyer to consummate the closing of the transaction contemplated under the PSA. Each of the lender addressees identified above is also an intended beneficiary of this Letter to the extent of their respective interests in the properties described herein.

1. RECITALS AND BACKGROUND

Commonwealth has issued pro forma title commitments for each of the following fourteen (14) commercial real properties (each a "Property" and collectively, the "Properties"), each of which is held by a separate Delaware limited liability company (each a "Target Entity" and collectively, the "Target Entities"). The Target Entities are currently wholly owned by Seller. Pursuant to the PSA, Buyer is acquiring 100% of the membership interests in each Target Entity from Seller, effective as of the Closing Date.

The Properties, their respective Target Entities, and the associated title commitment order numbers are as follows:

The transaction is structured as an entity-level acquisition, pursuant to which Buyer is acquiring 100% of the membership interests in each Target Entity from Seller. No deeds or other instruments of direct conveyance of real property are being recorded in connection with this transaction. Each Target Entity will remain the record fee owner of its respective Property following the closing. Notwithstanding the entity-level structure of the transaction, Commonwealth is issuing ALTA Owner's Policies (2021 form) for each Property, naming Buyer as the insured, as Buyer will be the sole member of each Target Entity following the closing.

The fourteen (14) Properties are located across five (5) states, distributed as follows: Georgia (four Properties — Fairfield Logistics Center I, Fairfield Logistics Center II, Buckhead Place Office Tower, and Peachtree Corners Logistics Center); Texas (three Properties — Westlake Distribution Hub, Katy Freeway Logistics Park, and Alliance Commerce Center); Florida (three Properties — Lakeland Crossings Industrial, Southport Logistics Park, and Brickell Bay Office Building); Tennessee (three Properties — Murfreesboro Distribution Center, Cool Springs Office Park, and Mount Juliet Commerce Park); and North Carolina (one Property — SouthPark Corporate Center).

The title commitments for the Properties were issued with various effective dates during the due diligence period contemplated by the PSA, with the earliest commitment effective date being March 18, 2024, and the latest commitment effective date being May 3, 2024. Because each of these effective dates precedes the Closing Date of June 6, 2024, there exists for each Property a "gap" period during which adverse matters — including, without limitation, liens, judgments, encumbrances, and other title defects — could have been filed, recorded, or otherwise have arisen against the Properties or the Target Entities in the applicable recording offices without appearing in the title commitments as issued.

The transaction further involves the assumption by Buyer (through the Target Entities) of approximately Six Hundred Twelve Million Dollars ($612,000,000.00) of existing mortgage indebtedness secured by the Properties and held by three institutional lenders, as follows:

(a) Pinnacle Federal Bank, N.A. — aggregate outstanding principal balance of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00), secured by first-priority mortgages, deeds of trust, and/or deeds to secure debt encumbering eight (8) Properties: Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Buckhead Place Office Tower, SouthPark Corporate Center, and Peachtree Corners Logistics Center;

(b) Veltrano Capital Lending Corp. — aggregate outstanding principal balance of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), secured by first-priority mortgages and deeds of trust encumbering four (4) Properties: Lakeland Crossings Industrial, Southport Logistics Park, Brickell Bay Office Building, and Murfreesboro Distribution Center; and

(c) Sycamore Life Insurance Company — aggregate outstanding principal balance of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000.00), secured by first-priority deeds of trust encumbering two (2) Properties: Cool Springs Office Park and Mount Juliet Commerce Park.

Each of the foregoing lenders has provided its written consent to the entity-level transfer contemplated by the PSA, as more particularly described in Section 7 below.

2. DEFINITIONS

As used in this Letter, the following capitalized terms shall have the meanings ascribed to them below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the PSA.

"Assumed Loans" means the existing mortgage loans secured by the Properties, as described in Section 1 above, which will remain in place following the closing pursuant to the lender consents obtained from Pinnacle Federal Bank, N.A. (consent letter dated June 4, 2024), Veltrano Capital Lending Corp. (consent letter dated May 17, 2024), and Sycamore Life Insurance Company (consent letter dated May 22, 2024). The Assumed Loans have an aggregate outstanding principal balance of approximately Six Hundred Twelve Million Dollars ($612,000,000.00).

"Closing Date" means June 6, 2024, the date on which the transactions contemplated by the PSA are consummated.

"Commitment Effective Date(s)" means, with respect to each Property, the effective date of the applicable title commitment issued by Commonwealth for such Property, as set forth in Schedule B to each respective title commitment. The Commitment Effective Dates range from March 18, 2024, through May 3, 2024, and are individually identified in the applicable title commitments bearing order numbers CNTC-2024-PF-04187-001 through CNTC-2024-PF-04187-014.

"Gap Period" means, with respect to each Property, the period commencing on the applicable Commitment Effective Date for such Property and continuing through and including the Closing Date. Because the Commitment Effective Dates for the Properties differ, the length of the Gap Period varies among the Properties.

"Insured" means Fairwater Real Estate Investment Trust and, as applicable, each Target Entity, in their capacities as the named insured under the Policies.

"Permitted Exceptions" means those exceptions to title set forth on Exhibit P to the PSA, as negotiated between Buyer and Seller and reflected in the marked-up title commitments delivered by Commonwealth to Buyer and Buyer's counsel, including, without limitation, the existing liens securing the Assumed Loans, UCC financing statements filed in connection with the Assumed Loans, standard printed exceptions (to the extent not deleted by endorsement), and any other matters approved or deemed approved by Buyer under the PSA.

"Policies" means the fourteen (14) ALTA Owner's Policies (2021 form) to be issued by Commonwealth, one for each Property, in the aggregate insured amount of One Billion One Hundred Million Dollars ($1,100,000,000.00), allocated among the Properties in accordance with the purchase price allocation schedule attached as Exhibit Q to the PSA.

"PSA" has the meaning ascribed to it in the recitals above.

"Target Entities" has the meaning ascribed to it in Section 1 above.

3. GAP COVERAGE COMMITMENT

Commonwealth hereby confirms that, notwithstanding any lapse of time between the respective Commitment Effective Dates and the Closing Date, and notwithstanding the fact that the title commitments were not issued as of the Closing Date, Commonwealth will provide full gap coverage for the Gap Period with respect to each of the fourteen (14) Properties.

Specifically, Commonwealth agrees to insure the Insured against any and all liens, encumbrances, defects, adverse claims, or other matters affecting title to any of the Properties that may have been filed, recorded, or that may have otherwise arisen against any of the Properties or any of the Target Entities during the Gap Period, provided that (a) such matters are not Permitted Exceptions, and (b) such matters were not caused by, through, or under the Insured or any agent, employee, or representative of the Insured.

In connection with this gap coverage commitment, Commonwealth represents and warrants that it has performed a bring-down search of the applicable real property records in each of the five (5) states in which the Properties are located — Georgia, Texas, Florida, Tennessee, and North Carolina — and of the applicable county recording offices for all fourteen (14) Properties. Such bring-down searches were conducted through a date no earlier than June 5, 2024, which is one (1) business day prior to the Closing Date.

The bring-down searches were conducted in the following county recording offices and jurisdictions, corresponding to the locations of the Properties:

(a) Fulton County, Georgia — covering Fairfield Logistics Center I (Property No. 1), Fairfield Logistics Center II (Property No. 2), and Buckhead Place Office Tower (Property No. 9). Note: Although the Fairfield Logistics Center I and Fairfield Logistics Center II Properties bear Fairburn, Georgia mailing addresses, both Properties are situated within Fulton County, Georgia;

(b) Gwinnett County, Georgia — covering Peachtree Corners Logistics Center (Property No. 13). Note: The Peachtree Corners Logistics Center is located in Peachtree Corners, Georgia, which is situated within Gwinnett County, not Fulton County. Commonwealth confirms that the bring-down search for this Property was conducted in the Gwinnett County recording office, consistent with the title commitment for this Property;

(d) Fort Bend County, Texas — covering Katy Freeway Logistics Park (Property No. 4);

(e) Tarrant County, Texas — covering Alliance Commerce Center (Property No. 5);

(f) Polk County, Florida — covering Lakeland Crossings Industrial (Property No. 6);

(g) Duval County, Florida — covering Southport Logistics Park (Property No. 7);

(h) Miami-Dade County, Florida — covering Brickell Bay Office Building (Property No. 12);

(i) Rutherford County, Tennessee — covering Murfreesboro Distribution Center (Property No. 8);

(j) Williamson County, Tennessee — covering Cool Springs Office Park (Property No. 11);

(k) Wilson County, Tennessee — covering Mount Juliet Commerce Park (Property No. 14); and

(l) Mecklenburg County, North Carolina — covering SouthPark Corporate Center (Property No. 10).

In total, bring-down searches were conducted in twelve (12) county recording offices across five (5) states. Each search was conducted against the applicable Target Entity (as grantor and grantee), the applicable Property (by legal description and tax parcel identification number), and against Seller, as appropriate, to identify any intervening matters that may have been recorded or filed during the Gap Period.

4. RESULTS OF BRING-DOWN SEARCHES

Commonwealth hereby confirms that the bring-down searches described in Section 3 above revealed no new liens, judgments, bankruptcies, lis pendens, or other adverse matters recorded or filed against any of the fourteen (14) Target Entities or any of the fourteen (14) Properties during the Gap Period, other than the following matters, each of which constitutes a Permitted Exception or has been addressed to Commonwealth's satisfaction:

(a) Existing Mortgage Liens Securing the Assumed Loans. The bring-down searches confirmed the continued existence of the first-priority mortgages, deeds of trust, and/or deeds to secure debt securing the Assumed Loans held by Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as described in Section 1 of this Letter. Each of these existing mortgage liens constitutes a Permitted Exception under the PSA and is reflected in Schedule B-II of the applicable title commitment. No modifications, assignments, or additional mortgage-related instruments were recorded against any Property during the Gap Period, other than those reflected in the applicable title commitments.

(b) UCC Financing Statements. The bring-down searches confirmed the continued existence of UCC financing statements filed against the applicable Target Entities in connection with the Assumed Loans. Such UCC financing statements constitute Permitted Exceptions under the PSA and are reflected in Schedule B-II of the applicable title commitments. No new UCC financing statements were filed against any Target Entity during the Gap Period, and no amendments, continuations, or terminations of the existing UCC financing statements were filed during the Gap Period.

(c) Real Property Tax and Assessment Liens for Tax Year 2024. Standard real property tax and assessment liens for the tax year 2024, not yet due and payable as of the Closing Date, were confirmed as existing against each of the fourteen (14) Properties. Such liens constitute Permitted Exceptions under the PSA and are reflected in Schedule B-II of each applicable title commitment. Real property taxes for the 2024 tax year are to be prorated at closing in accordance with the proration methodology set forth in Section 8.3 of the PSA. Based on the most recent tax assessments available, estimated 2024 real property taxes for the portfolio aggregate approximately Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000.00) annually. Seller's pro rata share of such taxes through June 6, 2024 (the Closing Date), is estimated at Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One Dollars ($6,332,951.00), with Buyer responsible for the remainder. Final prorations will be subject to reproration upon issuance of final 2024 tax bills, in accordance with the PSA.

Commonwealth further confirms the following negative results of the bring-down searches:

(d) No Mechanic's Liens. No mechanic's liens, materialmen's liens, or other construction-related liens were revealed during the Gap Period searches against any of the fourteen (14) Properties.

(e) No Judgment Liens. No judgment liens were revealed during the Gap Period searches against any of the fourteen (14) Target Entities or any of the fourteen (14) Properties.

(f) No Lis Pendens. No lis pendens or notices of pending action were revealed during the Gap Period searches against any of the fourteen (14) Properties.

(g) No Involuntary Encumbrances. No other involuntary encumbrances, including but not limited to attachment liens, execution liens, or other court-ordered encumbrances, were revealed during the Gap Period searches against any of the fourteen (14) Properties or any of the fourteen (14) Target Entities.

(h) No Bankruptcy Filings. Searches of the applicable United States Bankruptcy Court records confirmed that no bankruptcy petitions — whether voluntary or involuntary — were filed by or against any of the fourteen (14) Target Entities, Seller, or Greystone Meridian Capital LLC (the general partner of Seller) during the Gap Period.

(i) No Federal Tax Liens. Searches of the applicable federal tax lien records confirmed that no federal tax liens were filed against any of the fourteen (14) Target Entities during the Gap Period.

Based upon the foregoing, Commonwealth is satisfied that no adverse title matters arose during the Gap Period that would affect the insurability of title to any of the Properties, and Commonwealth is prepared to issue the Policies without exception for any Gap Period matters other than the Permitted Exceptions identified above.

5. RELIANCE ON SELLER'S OWNER'S AFFIDAVITS

In connection with its gap coverage commitment and the issuance of the Policies, Commonwealth has received and is relying upon owner's affidavits (title affidavits) executed at closing by the authorized signatory of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P. (Seller), on behalf of each of the fourteen (14) Target Entities. The form of the owner's affidavit is set forth as Exhibit T to the PSA. A separate affidavit has been executed and delivered with respect to each Target Entity and its corresponding Property.

The owner's affidavits confirm, among other things, the following representations and certifications with respect to each Property:

(a) No Unpaid Improvements. No work of improvement, including but not limited to construction, alteration, repair, renovation, demolition, or landscaping, has been performed on or at the Property within the applicable statutory period for the filing of mechanic's liens or materialmen's liens under the laws of the state in which the Property is located that has not been fully paid for and for which all applicable lien waivers have not been obtained.

(b) No Unauthorized Possessors. No parties are in possession of any portion of the Property other than (i) the applicable Target Entity, as the fee owner, and (ii) tenants under the leases reflected in the rent roll delivered by Seller to Buyer pursuant to Section 5.2 of the PSA, each of whom is in possession under and pursuant to its respective lease. No party has claimed or is asserting any right of adverse possession with respect to any portion of the Property.

(c) No Pending Litigation, Condemnation, or Eminent Domain. There are no pending actions, suits, proceedings, or investigations (including condemnation or eminent domain proceedings) affecting the Property or any portion thereof, and, to the Knowledge of Seller, no such actions, suits, proceedings, or investigations are threatened.

(d) No Unrecorded Encumbrances. There are no unrecorded easements, agreements, restrictions, encumbrances, or other matters affecting the Property or any portion thereof other than as specifically disclosed by Seller to Buyer and Commonwealth in connection with the transaction and reflected in the Permitted Exceptions.

(e) No Outstanding Options or Rights of First Refusal. There are no outstanding options, rights of first refusal, rights of first offer, or other rights to purchase the Property or any portion thereof, other than as may be set forth in the leases reflected in the rent roll.

(f) Authority. The signatory executing the affidavit has been duly authorized to do so on behalf of Seller and the applicable Target Entity, and the execution and delivery of the affidavit and the consummation of the transactions contemplated by the PSA have been duly authorized by all necessary action.

Commonwealth notes that the "Knowledge Individuals" for purposes of the owner's affidavits, as defined in the PSA, are the following individuals: Victor Lansdell, Managing Partner, Greystone Meridian Capital LLC; Elise Rathborne, Chief Financial Officer, Greystone Meridian Capital LLC; and Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC. The representations and warranties contained in the owner's affidavits are made to the actual knowledge of such Knowledge Individuals, without independent investigation or inquiry, except as otherwise expressly stated therein.

Commonwealth has accepted and is relying upon such owner's affidavits as a material inducement to its issuance of the gap coverage set forth in this Letter and the Policies. Commonwealth's reliance on such affidavits does not diminish or limit the coverage afforded to the Insured under the Policies or under the indemnity set forth in Section 6 of this Letter.

6. GAP INDEMNITY

Commonwealth hereby indemnifies, defends, and agrees to hold harmless Fairwater Real Estate Investment Trust, as the Insured and Buyer under the PSA, and its successors and assigns, from and against any and all actual loss, cost, damage, liability, or expense (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from:

(a) Any lien, encumbrance, defect, adverse claim, or other matter affecting title to any of the fourteen (14) Properties or affecting any of the fourteen (14) Target Entities that was recorded, filed, or otherwise arose during the Gap Period and that is not a Permitted Exception. This indemnification includes, without limitation, any mechanic's lien, judgment lien, tax lien, lis pendens, attachment, execution, or other involuntary encumbrance that may have been recorded or filed against any Property or Target Entity during the Gap Period and that does not appear in the title commitments issued by Commonwealth.

(b) Any matter affecting title to any of the Properties that would have been disclosed by the title searches conducted by Commonwealth had such searches been conducted as of the Closing Date (rather than as of the applicable Commitment Effective Date), but that was not disclosed in the title commitments as issued due to the intervening Gap Period.

This indemnity is subject to the following limitations and conditions:

(c) Aggregate Liability Cap. The aggregate liability of Commonwealth under this indemnity shall not exceed the aggregate insured amount of the Policies, which is One Billion One Hundred Million Dollars ($1,100,000,000.00), allocated among the Properties in accordance with the purchase price allocation schedule attached as Exhibit Q to the PSA. With respect to any individual Property, Commonwealth's liability under this indemnity shall not exceed the insured amount allocated to such Property under the applicable Policy.

(d) No Expansion of Policy Coverage. This indemnity does not expand the coverage afforded under the ALTA Owner's Policy (2021 form) beyond the terms and conditions set forth therein. The exclusions from coverage, conditions, and stipulations set forth in the Policies shall apply to this indemnity to the same extent as if this indemnity were a provision of the Policies.

(e) Survival. This indemnity shall survive the issuance of the Policies and shall be deemed incorporated into each Policy as if fully set forth therein. In the event of any conflict between the terms of this indemnity and the terms of any Policy, the terms providing greater coverage to the Insured shall control.

(f) Carve-Out for Insured's Acts. This indemnity does not cover, and Commonwealth shall have no liability with respect to, any matter, lien, encumbrance, defect, or adverse claim arising by, through, or under the Insured, or any agent, employee, or representative of the Insured, after the applicable Commitment Effective Date. For avoidance of doubt, this carve-out does not relieve Commonwealth of liability for matters arising by, through, or under Seller, any Target Entity, or any third party during the Gap Period that are not Permitted Exceptions.

Commonwealth acknowledges that this indemnity is a material inducement to Buyer's willingness to consummate the closing on the Closing Date and that Buyer is relying upon this indemnity in proceeding to close the transaction contemplated by the PSA.

7. CONDITIONS TO ISSUANCE OF POLICIES

Commonwealth confirms that, subject to the satisfaction of the following conditions, Commonwealth will issue the final ALTA Owner's Policies (2021 form) for each of the fourteen (14) Properties:

(a) Payment of Title Insurance Premiums. Receipt by Commonwealth of the title insurance premiums for the Policies, which are estimated at Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00) in the aggregate for all owner's and loan policies combined. The title insurance premiums are payable by Buyer in accordance with the PSA and the closing instructions. A detailed schedule of premiums by Property and policy type has been provided separately to Buyer's counsel.

(b) Satisfaction of Schedule B-I Requirements. Satisfaction of all requirements set forth in Schedule B-I to each title commitment. Commonwealth confirms that, as of the date of this Letter, all Schedule B-I requirements have been satisfied or will be satisfied at closing, as set forth below.

(c) Receipt of Executed Closing Documents. Receipt by Commonwealth of the executed closing documents required for the transaction, including without limitation the documents identified below.

Commonwealth confirms that the following Schedule B-I requirements have been satisfied or will be satisfied at closing:

(i) Assignments and Assumptions of Membership Interests. Commonwealth has received, or will receive at closing, fully executed Assignments and Assumptions of Membership Interests for each of the fourteen (14) Target Entities, pursuant to which Seller assigns, transfers, and conveys 100% of its membership interest in each Target Entity to Buyer, and Buyer accepts and assumes the same. Each such assignment has been executed by the authorized representatives of both Seller and Buyer and is in form and substance acceptable to Commonwealth.

(ii) Owner's Affidavits (Title Affidavits). Commonwealth has received the owner's affidavits (title affidavits) executed by Seller's authorized representative on behalf of each Target Entity, as described in Section 5 of this Letter.

(iii) Lender Consents. Commonwealth has received evidence of lender consents from each of the three lenders holding the Assumed Loans, as follows:

• Pinnacle Federal Bank, N.A. — Consent letter dated June 4, 2024, confirming that the entity-level transfer of membership interests in the applicable Target Entities to Buyer is consented to and will not constitute a default, event of default, or trigger of any due-on-sale or due-on-transfer provision under the applicable loan documents;

• Veltrano Capital Lending Corp. — Consent letter dated May 17, 2024, confirming the same with respect to the applicable Target Entities and the applicable loan documents; and

• Sycamore Life Insurance Company — Consent letter dated May 22, 2024, confirming the same with respect to the applicable Target Entities and the applicable loan documents.

Each consent letter has been reviewed by Commonwealth and has been determined to be in form and substance sufficient to satisfy the applicable Schedule B-I requirements.

(iv) Payment of Transfer Taxes. Payment of all applicable real estate transfer taxes, documentary stamp taxes, and similar transfer fees and charges across all applicable jurisdictions. The estimated aggregate transfer taxes for this transaction are approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000.00), payable across the following jurisdictions:

• Georgia — Real estate transfer tax (O.C.G.A. § 48-6-1), applicable to Properties No. 1, 2, 9, and 13, calculated based upon the allocated purchase price for each Georgia Property;

• Florida — Documentary stamp tax (Fla. Stat. § 201.02) and, where applicable, surtax (Fla. Stat. § 201.021), applicable to Properties No. 6, 7, and 12, calculated based upon the allocated purchase price for each Florida Property;

• Tennessee — Transfer tax (Tenn. Code Ann. § 67-4-409), applicable to Properties No. 8, 11, and 14, calculated based upon the allocated purchase price for each Tennessee Property;

• North Carolina — Excise tax on conveyances (N.C. Gen. Stat. § 105-228.30), applicable to Property No. 10, calculated based upon the allocated purchase price for the North Carolina Property; and

• Texas — No state transfer tax is imposed on the conveyance of real property or membership interests in Texas. Accordingly, no transfer taxes are due with respect to Properties No. 3, 4, and 5.

Commonwealth notes that the applicability of transfer taxes to entity-level transactions varies by jurisdiction and that Buyer's counsel has confirmed the applicable transfer tax obligations in each jurisdiction based on the structure of the transaction.

(v) Endorsements. Receipt of all applicable endorsement premiums and issuance of all requested endorsements. Commonwealth has received Calderwood & Harkness LLP's endorsement request letter dated April 22, 2024, and confirms that the following endorsements have been ordered and will be issued with the Policies, to the extent available in each applicable jurisdiction:

• Owner's comprehensive (ALTA 9.10-06 or equivalent);

• Access (ALTA 17-06 or ALTA 17.1-06);

• Survey (ALTA 25-06 or ALTA 25.1-06);

• Zoning — completed structure (ALTA 3.1-06);

• Contiguity (ALTA 19-06 or ALTA 19.1-06), as applicable to the Fairfield Logistics Center I and Fairfield Logistics Center II Properties;

• Tax parcel (ALTA 18-06 or ALTA 18.1-06);

• Same as survey (ALTA 25-06);

• Restrictions, encroachments, minerals (ALTA 9-06);

• Non-imputation (ALTA 15-06 or ALTA 15.1-06);

• Fairway (ALTA 15.2-06 or equivalent);

• Mezzanine financing (ALTA 16-06), as applicable;

• Such other endorsements as specified in Calderwood & Harkness LLP's endorsement request letter.

(vi) FIRPTA Certificates. Receipt of certificates of non-foreign status (FIRPTA certificates) from Seller, as required by Section 1445 of the Internal Revenue Code, certifying that Seller is not a "foreign person" as defined therein.

(vii) Secretary's Certificates. Receipt of Secretary's Certificates or equivalent organizational certificates for Seller, Seller's general partner, and each Target Entity, certifying, among other things, the due organization, valid existence, and good standing of each entity, the authorization of the transaction, and the incumbency of the officers and authorized signatories executing the closing documents.

(viii) Closing Certificates. Receipt of the Seller's Closing Certificates delivered pursuant to Section 10.2 of the PSA, confirming the continued accuracy of Seller's representations and warranties as of the Closing Date.

(ix) Escrow Agreements. Receipt of the fully executed Escrow Agreement (relating to the earnest money deposit) and the Indemnity Escrow Agreement (relating to the post-closing indemnity escrow), each in form and substance satisfactory to Commonwealth.

Commonwealth will use commercially reasonable efforts to issue the Policies promptly following closing. The target issuance date for all fourteen (14) Policies is on or before July 15, 2024. In the event any Policy cannot be issued by such date due to circumstances beyond Commonwealth's reasonable control, Commonwealth will promptly notify Buyer and Buyer's counsel and will continue to use commercially reasonable efforts to issue the Policy as soon as practicable.

8. SURVEY CERTIFICATION

Commonwealth acknowledges receipt and review of the final ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and in effect on February 23, 2021) for each of the fourteen (14) Properties. The surveys were prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Georgia Registration No. S-28417), and are certified to Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and each applicable lender (Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as applicable).

The surveys meet the Table A specifications required by Buyer and Buyer's counsel, including the following optional Table A items:

Items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, and 19.

Commonwealth has relied upon the surveys in preparing the pro forma Policies and the survey-related endorsements (including ALTA 25-06 and ALTA 25.1-06 endorsements), and Commonwealth confirms that no survey-related exceptions will be added to the Policies beyond those matters reflected in the Permitted Exceptions. Specifically, Commonwealth confirms that the surveys do not reveal any encroachments, boundary line conflicts, overlaps, gaps, or other survey-related matters that would constitute exceptions to coverage under the Policies, other than those matters already reflected as Permitted Exceptions in Schedule B-II to the applicable title commitments.

Commonwealth further confirms that the legal descriptions set forth in the Policies for each Property will conform to the legal descriptions shown on the applicable surveys, and that any discrepancies between the legal descriptions in the existing vesting deeds and the survey legal descriptions have been reconciled to Commonwealth's satisfaction.

9. ENTITY-LEVEL TRANSFER ACKNOWLEDGMENT

Commonwealth acknowledges and confirms that the transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer is acquiring 100% of the membership interests in each of the fourteen (14) Target Entities from Seller. The transaction is not structured as a direct conveyance of fee title to the real property. As a result of this structure:

(a) Each Target Entity will remain the record fee owner of its respective Property following the closing. No deeds, assignments of fee interest, or other instruments of direct conveyance of real property will be recorded in connection with this transaction in any county recording office.

(b) Following the closing, Buyer will be the sole member of each Target Entity, and each Target Entity will be a direct or indirect wholly owned subsidiary of Buyer.

(c) The ALTA Owner's Policies to be issued by Commonwealth will name Fairwater Real Estate Investment Trust as the insured, as the sole member (directly or indirectly) of each Target Entity following the closing. Each Target Entity is also a named insured under its respective Policy.

Commonwealth confirms that the entity-level transfer structure does not impair, diminish, or otherwise limit the coverage afforded by the Policies. Commonwealth has reviewed the structure of the transaction and the relationship between Buyer and each Target Entity following the closing and is satisfied that the Policies provide full coverage to the Insured, including with respect to any claims, liens, encumbrances, or defects affecting title to the Properties.

The Policies will include any applicable endorsements necessary or appropriate to address the entity-level nature of the transaction, including, without limitation, ALTA 15-06 (Non-Imputation — Whole Interest Transferred) endorsements and ALTA 15.2-06 endorsements, to the extent available in the applicable jurisdiction. Such endorsements confirm, among other things, that the knowledge of Seller or any prior member or manager of the Target Entities prior to the closing will not be imputed to Buyer for purposes of the exclusions from coverage under the Policies.

10. ESCROW AGENT CONFIRMATION

Commonwealth, in its capacity as escrow agent under (a) the Escrow Agreement dated as of March 1, 2024 (the "Earnest Money Escrow Agreement"), governing the earnest money deposit, and (b) the Indemnity Escrow Agreement dated as of the Closing Date (the "Indemnity Escrow Agreement"), governing the post-closing indemnity escrow, hereby confirms as follows:

(a) Earnest Money Deposit. Commonwealth holds in escrow aggregate earnest money deposits of Fifty-Five Million Dollars ($55,000,000.00), consisting of (i) an initial deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000.00), deposited on or about March 1, 2024, following the execution of the PSA, and (ii) an additional deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000.00), deposited on or about April 16, 2024, following the expiration of the initial due diligence period under the PSA. The earnest money deposits are held in interest-bearing accounts at Pinnacle Federal Bank, N.A., in accordance with the Earnest Money Escrow Agreement. Commonwealth will apply and disburse the earnest money deposits (together with accrued interest thereon) in accordance with the Earnest Money Escrow Agreement and the closing instructions delivered by Buyer, Seller, and their respective counsel.

(b) Indemnity Escrow. Commonwealth will receive and hold in escrow, following the closing, aggregate indemnity escrow funds of Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00), to be deposited from the closing proceeds in accordance with the Indemnity Escrow Agreement. The indemnity escrow funds will be held and disbursed by Commonwealth in accordance with the terms of the Indemnity Escrow Agreement, which provides for the release of such funds upon the satisfaction or expiration of Seller's post-closing indemnification obligations under the PSA, subject to any pending claims.

Commonwealth confirms that all escrow funds described above will be disbursed on the Closing Date (or held, as applicable) in accordance with the applicable escrow agreements and the closing instructions delivered by the parties and their respective counsel.

Kenneth Stanhope, Senior Vice President, is the designated title officer for this transaction. Mr. Stanhope has supervised all title examination, commitment, and policy issuance activities in connection with the fourteen (14) Properties and has coordinated the gap coverage and bring-down procedures described in this Letter.

Virginia Moorehead, Assistant Vice President, National Counsel, has reviewed and approved the gap coverage commitment, the indemnity provisions, and the policy issuance matters described in this Letter. Ms. Moorehead's review included an analysis of the entity-level transfer structure, the lender consent requirements, the applicable endorsement availability across all five jurisdictions, and the bring-down search results.

11. CONTACT INFORMATION

For questions regarding this Letter, the title commitments, the Policies, the escrow matters, or any other aspect of the title insurance coverage for this transaction, please contact:

Kenneth Stanhope Senior Vice President Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7214

Email: kstanhope@commonwealthntc.com

Virginia Moorehead Assistant Vice President, National Counsel Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7239

Email: vmoorehead@commonwealthntc.com

This Letter shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of law principles. This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this Letter by electronic means (including PDF) shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

SIGNATURE PAGE TO GAP INDEMNITY AND BRING-DOWN LETTER

Very truly yours,

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

By: ________

Name: Kenneth Stanhope

Title: Senior Vice President

Date: June 6, 2024

By: ________

Name: Virginia Moorehead

Title: Assistant Vice President, National Counsel

Date: June 6, 2024

ACKNOWLEDGMENT AND RECEIPT

The undersigned hereby acknowledge receipt of this Gap Indemnity and Bring-Down Letter dated June 6, 2024, and confirm their acceptance of the terms set forth herein.

BUYER:

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: ________

By: ________

Name: David Elgin Park

Title: General Counsel

Date: ________

BUYER'S COUNSEL:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner

Date: ________

By: ________

Name: Grace Nakamura

Title: Partner

Date: ________

CONFIDENTIAL — This Gap Indemnity and Bring-Down Letter is delivered in connection with the transaction described herein and is intended solely for the use of the addressees identified on the first page. This Letter contains confidential information regarding the properties, the parties, and the terms of the transaction. Unauthorized reproduction, distribution, or disclosure of this Letter or its contents is prohibited.

File No.: CNTC-2024-PF-04187 Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303

No.	Property Name	Address	Target Entity	State	Commitment No.
1	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	GMP Fairfield I LLC	Georgia	CNTC-2024-PF-04187-001
2	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	GMP Fairfield II LLC	Georgia	CNTC-2024-PF-04187-002
3	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	GMP Westlake LLC	Texas	CNTC-2024-PF-04187-003
4	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77449	GMP Katy LLC	Texas	CNTC-2024-PF-04187-004
5	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	GMP Alliance LLC	Texas	CNTC-2024-PF-04187-005
6	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	GMP Lakeland LLC	Florida	CNTC-2024-PF-04187-006
7	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	GMP Southport LLC	Florida	CNTC-2024-PF-04187-007
8	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	GMP Murfreesboro LLC	Tennessee	CNTC-2024-PF-04187-008
9	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	GMP Buckhead LLC	Georgia	CNTC-2024-PF-04187-009
10	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	GMP SouthPark LLC	North Carolina	CNTC-2024-PF-04187-010
11	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	GMP Cool Springs LLC	Tennessee	CNTC-2024-PF-04187-011
12	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	GMP Brickell LLC	Florida	CNTC-2024-PF-04187-012
13	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071	GMP Peachtree LLC	Georgia	CNTC-2024-PF-04187-013
14	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	GMP Mount Juliet LLC	Tennessee	CNTC-2024-PF-04187-014

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY
191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7200 | Facsimile: (404) 555-7201
June 6, 2024
VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
David Elgin Park, General Counsel
Copy to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq. and Grace Nakamura, Esq.
Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
Attention: Rafael Dominguez, Esq.
Pinnacle Federal Bank, N.A. 600 Travis Street, Suite 4400 Houston, Texas 77002
Attention: Bradley Carston, Senior Vice President
Veltrano Capital Lending Corp. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131
Attention: Denise Alvarado, Managing Director
Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103
Attention: Graham Hilliard, Vice President, Mortgage Investments
Re: Gap Indemnity and Bring-Down of Title — 14-Property Portfolio Acquisition
Purchase and Sale Agreement dated February 28, 2024, as amended by First Amendment dated April 12, 2024, and Second Amendment dated May 28, 2024 (collectively, the "PSA"), between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer")
ALTA Owner's Policies (2021 form) to be issued by Commonwealth National Title Insurance Company — Aggregate Insured Amount: $1,100,000,000.00, allocated among 14 properties per the Agreed Allocation Schedule (Exhibit Q to the PSA)
Title Commitment Order Numbers: CNTC-2024-PF-04187-001 through CNTC-2024-PF-04187-014 (as further identified by property in Section 1 below)
Ladies and Gentlemen:
Commonwealth National Title Insurance Company ("Commonwealth" or the "Company") is pleased to deliver this Gap Indemnity and Bring-Down Letter (this "Letter") in connection with the above-referenced transaction. This Letter sets forth the Company's confirmation of gap coverage, the results of bring-down title searches, and the Company's indemnification of the Insured (as defined below) with respect to any adverse matters that may have arisen during the Gap Period (as defined below) between the respective Commitment Effective Dates and the Closing Date. This Letter is delivered at the request of Buyer and Buyer's counsel, Calderwood & Harkness LLP, and is intended to induce Buyer to consummate the closing of the transaction contemplated under the PSA. Each of the lender addressees identified above is also an intended beneficiary of this Letter to the extent of their respective interests in the properties described herein.
1. RECITALS AND BACKGROUND
Commonwealth has issued pro forma title commitments for each of the following fourteen (14) commercial real properties (each a "Property" and collectively, the "Properties"), each of which is held by a separate Delaware limited liability company (each a "Target Entity" and collectively, the "Target Entities"). The Target Entities are currently wholly owned by Seller. Pursuant to the PSA, Buyer is acquiring 100% of the membership interests in each Target Entity from Seller, effective as of the Closing Date.
The Properties, their respective Target Entities, and the associated title commitment order numbers are as follows:
The transaction is structured as an entity-level acquisition, pursuant to which Buyer is acquiring 100% of the membership interests in each Target Entity from Seller. No deeds or other instruments of direct conveyance of real property are being recorded in connection with this transaction. Each Target Entity will remain the record fee owner of its respective Property following the closing. Notwithstanding the entity-level structure of the transaction, Commonwealth is issuing ALTA Owner's Policies (2021 form) for each Property, naming Buyer as the insured, as Buyer will be the sole member of each Target Entity following the closing.
The fourteen (14) Properties are located across five (5) states, distributed as follows: Georgia (four Properties — Fairfield Logistics Center I, Fairfield Logistics Center II, Buckhead Place Office Tower, and Peachtree Corners Logistics Center); Texas (three Properties — Westlake Distribution Hub, Katy Freeway Logistics Park, and Alliance Commerce Center); Florida (three Properties — Lakeland Crossings Industrial, Southport Logistics Park, and Brickell Bay Office Building); Tennessee (three Properties — Murfreesboro Distribution Center, Cool Springs Office Park, and Mount Juliet Commerce Park); and North Carolina (one Property — SouthPark Corporate Center).
The title commitments for the Properties were issued with various effective dates during the due diligence period contemplated by the PSA, with the earliest commitment effective date being March 18, 2024, and the latest commitment effective date being May 3, 2024. Because each of these effective dates precedes the Closing Date of June 6, 2024, there exists for each Property a "gap" period during which adverse matters — including, without limitation, liens, judgments, encumbrances, and other title defects — could have been filed, recorded, or otherwise have arisen against the Properties or the Target Entities in the applicable recording offices without appearing in the title commitments as issued.
The transaction further involves the assumption by Buyer (through the Target Entities) of approximately Six Hundred Twelve Million Dollars ($612,000,000.00) of existing mortgage indebtedness secured by the Properties and held by three institutional lenders, as follows:
(a) Pinnacle Federal Bank, N.A. — aggregate outstanding principal balance of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00), secured by first-priority mortgages, deeds of trust, and/or deeds to secure debt encumbering eight (8) Properties: Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Buckhead Place Office Tower, SouthPark Corporate Center, and Peachtree Corners Logistics Center;
(b) Veltrano Capital Lending Corp. — aggregate outstanding principal balance of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), secured by first-priority mortgages and deeds of trust encumbering four (4) Properties: Lakeland Crossings Industrial, Southport Logistics Park, Brickell Bay Office Building, and Murfreesboro Distribution Center; and
(c) Sycamore Life Insurance Company — aggregate outstanding principal balance of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000.00), secured by first-priority deeds of trust encumbering two (2) Properties: Cool Springs Office Park and Mount Juliet Commerce Park.
Each of the foregoing lenders has provided its written consent to the entity-level transfer contemplated by the PSA, as more particularly described in Section 7 below.
2. DEFINITIONS
As used in this Letter, the following capitalized terms shall have the meanings ascribed to them below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the PSA.
"Assumed Loans" means the existing mortgage loans secured by the Properties, as described in Section 1 above, which will remain in place following the closing pursuant to the lender consents obtained from Pinnacle Federal Bank, N.A. (consent letter dated June 4, 2024), Veltrano Capital Lending Corp. (consent letter dated May 17, 2024), and Sycamore Life Insurance Company (consent letter dated May 22, 2024). The Assumed Loans have an aggregate outstanding principal balance of approximately Six Hundred Twelve Million Dollars ($612,000,000.00).
"Closing Date" means June 6, 2024, the date on which the transactions contemplated by the PSA are consummated.
"Commitment Effective Date(s)" means, with respect to each Property, the effective date of the applicable title commitment issued by Commonwealth for such Property, as set forth in Schedule B to each respective title commitment. The Commitment Effective Dates range from March 18, 2024, through May 3, 2024, and are individually identified in the applicable title commitments bearing order numbers CNTC-2024-PF-04187-001 through CNTC-2024-PF-04187-014.
"Gap Period" means, with respect to each Property, the period commencing on the applicable Commitment Effective Date for such Property and continuing through and including the Closing Date. Because the Commitment Effective Dates for the Properties differ, the length of the Gap Period varies among the Properties.
"Insured" means Fairwater Real Estate Investment Trust and, as applicable, each Target Entity, in their capacities as the named insured under the Policies.
"Permitted Exceptions" means those exceptions to title set forth on Exhibit P to the PSA, as negotiated between Buyer and Seller and reflected in the marked-up title commitments delivered by Commonwealth to Buyer and Buyer's counsel, including, without limitation, the existing liens securing the Assumed Loans, UCC financing statements filed in connection with the Assumed Loans, standard printed exceptions (to the extent not deleted by endorsement), and any other matters approved or deemed approved by Buyer under the PSA.
"Policies" means the fourteen (14) ALTA Owner's Policies (2021 form) to be issued by Commonwealth, one for each Property, in the aggregate insured amount of One Billion One Hundred Million Dollars ($1,100,000,000.00), allocated among the Properties in accordance with the purchase price allocation schedule attached as Exhibit Q to the PSA.
"PSA" has the meaning ascribed to it in the recitals above.
"Target Entities" has the meaning ascribed to it in Section 1 above.
3. GAP COVERAGE COMMITMENT
Commonwealth hereby confirms that, notwithstanding any lapse of time between the respective Commitment Effective Dates and the Closing Date, and notwithstanding the fact that the title commitments were not issued as of the Closing Date, Commonwealth will provide full gap coverage for the Gap Period with respect to each of the fourteen (14) Properties.
Specifically, Commonwealth agrees to insure the Insured against any and all liens, encumbrances, defects, adverse claims, or other matters affecting title to any of the Properties that may have been filed, recorded, or that may have otherwise arisen against any of the Properties or any of the Target Entities during the Gap Period, provided that (a) such matters are not Permitted Exceptions, and (b) such matters were not caused by, through, or under the Insured or any agent, employee, or representative of the Insured.
In connection with this gap coverage commitment, Commonwealth represents and warrants that it has performed a bring-down search of the applicable real property records in each of the five (5) states in which the Properties are located — Georgia, Texas, Florida, Tennessee, and North Carolina — and of the applicable county recording offices for all fourteen (14) Properties. Such bring-down searches were conducted through a date no earlier than June 5, 2024, which is one (1) business day prior to the Closing Date.
The bring-down searches were conducted in the following county recording offices and jurisdictions, corresponding to the locations of the Properties:
(a) Fulton County, Georgia — covering Fairfield Logistics Center I (Property No. 1), Fairfield Logistics Center II (Property No. 2), and Buckhead Place Office Tower (Property No. 9). Note: Although the Fairfield Logistics Center I and Fairfield Logistics Center II Properties bear Fairburn, Georgia mailing addresses, both Properties are situated within Fulton County, Georgia;
(b) Gwinnett County, Georgia — covering Peachtree Corners Logistics Center (Property No. 13). Note: The Peachtree Corners Logistics Center is located in Peachtree Corners, Georgia, which is situated within Gwinnett County, not Fulton County. Commonwealth confirms that the bring-down search for this Property was conducted in the Gwinnett County recording office, consistent with the title commitment for this Property;
(c) Harris County, Texas — covering Westlake Distribution Hub (Property No. 3);
(d) Fort Bend County, Texas — covering Katy Freeway Logistics Park (Property No. 4);
(e) Tarrant County, Texas — covering Alliance Commerce Center (Property No. 5);
(f) Polk County, Florida — covering Lakeland Crossings Industrial (Property No. 6);
(g) Duval County, Florida — covering Southport Logistics Park (Property No. 7);
(h) Miami-Dade County, Florida — covering Brickell Bay Office Building (Property No. 12);
(i) Rutherford County, Tennessee — covering Murfreesboro Distribution Center (Property No. 8);
(j) Williamson County, Tennessee — covering Cool Springs Office Park (Property No. 11);
(k) Wilson County, Tennessee — covering Mount Juliet Commerce Park (Property No. 14); and
(l) Mecklenburg County, North Carolina — covering SouthPark Corporate Center (Property No. 10).
In total, bring-down searches were conducted in twelve (12) county recording offices across five (5) states. Each search was conducted against the applicable Target Entity (as grantor and grantee), the applicable Property (by legal description and tax parcel identification number), and against Seller, as appropriate, to identify any intervening matters that may have been recorded or filed during the Gap Period.
4. RESULTS OF BRING-DOWN SEARCHES
Commonwealth hereby confirms that the bring-down searches described in Section 3 above revealed no new liens, judgments, bankruptcies, lis pendens, or other adverse matters recorded or filed against any of the fourteen (14) Target Entities or any of the fourteen (14) Properties during the Gap Period, other than the following matters, each of which constitutes a Permitted Exception or has been addressed to Commonwealth's satisfaction:
(a) Existing Mortgage Liens Securing the Assumed Loans. The bring-down searches confirmed the continued existence of the first-priority mortgages, deeds of trust, and/or deeds to secure debt securing the Assumed Loans held by Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as described in Section 1 of this Letter. Each of these existing mortgage liens constitutes a Permitted Exception under the PSA and is reflected in Schedule B-II of the applicable title commitment. No modifications, assignments, or additional mortgage-related instruments were recorded against any Property during the Gap Period, other than those reflected in the applicable title commitments.
(b) UCC Financing Statements. The bring-down searches confirmed the continued existence of UCC financing statements filed against the applicable Target Entities in connection with the Assumed Loans. Such UCC financing statements constitute Permitted Exceptions under the PSA and are reflected in Schedule B-II of the applicable title commitments. No new UCC financing statements were filed against any Target Entity during the Gap Period, and no amendments, continuations, or terminations of the existing UCC financing statements were filed during the Gap Period.
(c) Real Property Tax and Assessment Liens for Tax Year 2024. Standard real property tax and assessment liens for the tax year 2024, not yet due and payable as of the Closing Date, were confirmed as existing against each of the fourteen (14) Properties. Such liens constitute Permitted Exceptions under the PSA and are reflected in Schedule B-II of each applicable title commitment. Real property taxes for the 2024 tax year are to be prorated at closing in accordance with the proration methodology set forth in Section 8.3 of the PSA. Based on the most recent tax assessments available, estimated 2024 real property taxes for the portfolio aggregate approximately Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000.00) annually. Seller's pro rata share of such taxes through June 6, 2024 (the Closing Date), is estimated at Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One Dollars ($6,332,951.00), with Buyer responsible for the remainder. Final prorations will be subject to reproration upon issuance of final 2024 tax bills, in accordance with the PSA.
Commonwealth further confirms the following negative results of the bring-down searches:
(d) No Mechanic's Liens. No mechanic's liens, materialmen's liens, or other construction-related liens were revealed during the Gap Period searches against any of the fourteen (14) Properties.
(e) No Judgment Liens. No judgment liens were revealed during the Gap Period searches against any of the fourteen (14) Target Entities or any of the fourteen (14) Properties.
(f) No Lis Pendens. No lis pendens or notices of pending action were revealed during the Gap Period searches against any of the fourteen (14) Properties.
(g) No Involuntary Encumbrances. No other involuntary encumbrances, including but not limited to attachment liens, execution liens, or other court-ordered encumbrances, were revealed during the Gap Period searches against any of the fourteen (14) Properties or any of the fourteen (14) Target Entities.
(h) No Bankruptcy Filings. Searches of the applicable United States Bankruptcy Court records confirmed that no bankruptcy petitions — whether voluntary or involuntary — were filed by or against any of the fourteen (14) Target Entities, Seller, or Greystone Meridian Capital LLC (the general partner of Seller) during the Gap Period.
(i) No Federal Tax Liens. Searches of the applicable federal tax lien records confirmed that no federal tax liens were filed against any of the fourteen (14) Target Entities during the Gap Period.
Based upon the foregoing, Commonwealth is satisfied that no adverse title matters arose during the Gap Period that would affect the insurability of title to any of the Properties, and Commonwealth is prepared to issue the Policies without exception for any Gap Period matters other than the Permitted Exceptions identified above.
5. RELIANCE ON SELLER'S OWNER'S AFFIDAVITS
In connection with its gap coverage commitment and the issuance of the Policies, Commonwealth has received and is relying upon owner's affidavits (title affidavits) executed at closing by the authorized signatory of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P. (Seller), on behalf of each of the fourteen (14) Target Entities. The form of the owner's affidavit is set forth as Exhibit T to the PSA. A separate affidavit has been executed and delivered with respect to each Target Entity and its corresponding Property.
The owner's affidavits confirm, among other things, the following representations and certifications with respect to each Property:
(a) No Unpaid Improvements. No work of improvement, including but not limited to construction, alteration, repair, renovation, demolition, or landscaping, has been performed on or at the Property within the applicable statutory period for the filing of mechanic's liens or materialmen's liens under the laws of the state in which the Property is located that has not been fully paid for and for which all applicable lien waivers have not been obtained.
(b) No Unauthorized Possessors. No parties are in possession of any portion of the Property other than (i) the applicable Target Entity, as the fee owner, and (ii) tenants under the leases reflected in the rent roll delivered by Seller to Buyer pursuant to Section 5.2 of the PSA, each of whom is in possession under and pursuant to its respective lease. No party has claimed or is asserting any right of adverse possession with respect to any portion of the Property.
(c) No Pending Litigation, Condemnation, or Eminent Domain. There are no pending actions, suits, proceedings, or investigations (including condemnation or eminent domain proceedings) affecting the Property or any portion thereof, and, to the Knowledge of Seller, no such actions, suits, proceedings, or investigations are threatened.
(d) No Unrecorded Encumbrances. There are no unrecorded easements, agreements, restrictions, encumbrances, or other matters affecting the Property or any portion thereof other than as specifically disclosed by Seller to Buyer and Commonwealth in connection with the transaction and reflected in the Permitted Exceptions.
(e) No Outstanding Options or Rights of First Refusal. There are no outstanding options, rights of first refusal, rights of first offer, or other rights to purchase the Property or any portion thereof, other than as may be set forth in the leases reflected in the rent roll.
(f) Authority. The signatory executing the affidavit has been duly authorized to do so on behalf of Seller and the applicable Target Entity, and the execution and delivery of the affidavit and the consummation of the transactions contemplated by the PSA have been duly authorized by all necessary action.
Commonwealth notes that the "Knowledge Individuals" for purposes of the owner's affidavits, as defined in the PSA, are the following individuals: Victor Lansdell, Managing Partner, Greystone Meridian Capital LLC; Elise Rathborne, Chief Financial Officer, Greystone Meridian Capital LLC; and Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC. The representations and warranties contained in the owner's affidavits are made to the actual knowledge of such Knowledge Individuals, without independent investigation or inquiry, except as otherwise expressly stated therein.
Commonwealth has accepted and is relying upon such owner's affidavits as a material inducement to its issuance of the gap coverage set forth in this Letter and the Policies. Commonwealth's reliance on such affidavits does not diminish or limit the coverage afforded to the Insured under the Policies or under the indemnity set forth in Section 6 of this Letter.
6. GAP INDEMNITY
Commonwealth hereby indemnifies, defends, and agrees to hold harmless Fairwater Real Estate Investment Trust, as the Insured and Buyer under the PSA, and its successors and assigns, from and against any and all actual loss, cost, damage, liability, or expense (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from:
(a) Any lien, encumbrance, defect, adverse claim, or other matter affecting title to any of the fourteen (14) Properties or affecting any of the fourteen (14) Target Entities that was recorded, filed, or otherwise arose during the Gap Period and that is not a Permitted Exception. This indemnification includes, without limitation, any mechanic's lien, judgment lien, tax lien, lis pendens, attachment, execution, or other involuntary encumbrance that may have been recorded or filed against any Property or Target Entity during the Gap Period and that does not appear in the title commitments issued by Commonwealth.
(b) Any matter affecting title to any of the Properties that would have been disclosed by the title searches conducted by Commonwealth had such searches been conducted as of the Closing Date (rather than as of the applicable Commitment Effective Date), but that was not disclosed in the title commitments as issued due to the intervening Gap Period.
This indemnity is subject to the following limitations and conditions:
(c) Aggregate Liability Cap. The aggregate liability of Commonwealth under this indemnity shall not exceed the aggregate insured amount of the Policies, which is One Billion One Hundred Million Dollars ($1,100,000,000.00), allocated among the Properties in accordance with the purchase price allocation schedule attached as Exhibit Q to the PSA. With respect to any individual Property, Commonwealth's liability under this indemnity shall not exceed the insured amount allocated to such Property under the applicable Policy.
(d) No Expansion of Policy Coverage. This indemnity does not expand the coverage afforded under the ALTA Owner's Policy (2021 form) beyond the terms and conditions set forth therein. The exclusions from coverage, conditions, and stipulations set forth in the Policies shall apply to this indemnity to the same extent as if this indemnity were a provision of the Policies.
(e) Survival. This indemnity shall survive the issuance of the Policies and shall be deemed incorporated into each Policy as if fully set forth therein. In the event of any conflict between the terms of this indemnity and the terms of any Policy, the terms providing greater coverage to the Insured shall control.
(f) Carve-Out for Insured's Acts. This indemnity does not cover, and Commonwealth shall have no liability with respect to, any matter, lien, encumbrance, defect, or adverse claim arising by, through, or under the Insured, or any agent, employee, or representative of the Insured, after the applicable Commitment Effective Date. For avoidance of doubt, this carve-out does not relieve Commonwealth of liability for matters arising by, through, or under Seller, any Target Entity, or any third party during the Gap Period that are not Permitted Exceptions.
Commonwealth acknowledges that this indemnity is a material inducement to Buyer's willingness to consummate the closing on the Closing Date and that Buyer is relying upon this indemnity in proceeding to close the transaction contemplated by the PSA.
7. CONDITIONS TO ISSUANCE OF POLICIES
Commonwealth confirms that, subject to the satisfaction of the following conditions, Commonwealth will issue the final ALTA Owner's Policies (2021 form) for each of the fourteen (14) Properties:
(a) Payment of Title Insurance Premiums. Receipt by Commonwealth of the title insurance premiums for the Policies, which are estimated at Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00) in the aggregate for all owner's and loan policies combined. The title insurance premiums are payable by Buyer in accordance with the PSA and the closing instructions. A detailed schedule of premiums by Property and policy type has been provided separately to Buyer's counsel.
(b) Satisfaction of Schedule B-I Requirements. Satisfaction of all requirements set forth in Schedule B-I to each title commitment. Commonwealth confirms that, as of the date of this Letter, all Schedule B-I requirements have been satisfied or will be satisfied at closing, as set forth below.
(c) Receipt of Executed Closing Documents. Receipt by Commonwealth of the executed closing documents required for the transaction, including without limitation the documents identified below.
Commonwealth confirms that the following Schedule B-I requirements have been satisfied or will be satisfied at closing:
(i) Assignments and Assumptions of Membership Interests. Commonwealth has received, or will receive at closing, fully executed Assignments and Assumptions of Membership Interests for each of the fourteen (14) Target Entities, pursuant to which Seller assigns, transfers, and conveys 100% of its membership interest in each Target Entity to Buyer, and Buyer accepts and assumes the same. Each such assignment has been executed by the authorized representatives of both Seller and Buyer and is in form and substance acceptable to Commonwealth.
(ii) Owner's Affidavits (Title Affidavits). Commonwealth has received the owner's affidavits (title affidavits) executed by Seller's authorized representative on behalf of each Target Entity, as described in Section 5 of this Letter.
(iii) Lender Consents. Commonwealth has received evidence of lender consents from each of the three lenders holding the Assumed Loans, as follows:
•  Pinnacle Federal Bank, N.A. — Consent letter dated June 4, 2024, confirming that the entity-level transfer of membership interests in the applicable Target Entities to Buyer is consented to and will not constitute a default, event of default, or trigger of any due-on-sale or due-on-transfer provision under the applicable loan documents;
•  Veltrano Capital Lending Corp. — Consent letter dated May 17, 2024, confirming the same with respect to the applicable Target Entities and the applicable loan documents; and
•  Sycamore Life Insurance Company — Consent letter dated May 22, 2024, confirming the same with respect to the applicable Target Entities and the applicable loan documents.
Each consent letter has been reviewed by Commonwealth and has been determined to be in form and substance sufficient to satisfy the applicable Schedule B-I requirements.
(iv) Payment of Transfer Taxes. Payment of all applicable real estate transfer taxes, documentary stamp taxes, and similar transfer fees and charges across all applicable jurisdictions. The estimated aggregate transfer taxes for this transaction are approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000.00), payable across the following jurisdictions:
•  Georgia — Real estate transfer tax (O.C.G.A. § 48-6-1), applicable to Properties No. 1, 2, 9, and 13, calculated based upon the allocated purchase price for each Georgia Property;
•  Florida — Documentary stamp tax (Fla. Stat. § 201.02) and, where applicable, surtax (Fla. Stat. § 201.021), applicable to Properties No. 6, 7, and 12, calculated based upon the allocated purchase price for each Florida Property;
•  Tennessee — Transfer tax (Tenn. Code Ann. § 67-4-409), applicable to Properties No. 8, 11, and 14, calculated based upon the allocated purchase price for each Tennessee Property;
•  North Carolina — Excise tax on conveyances (N.C. Gen. Stat. § 105-228.30), applicable to Property No. 10, calculated based upon the allocated purchase price for the North Carolina Property; and
•  Texas — No state transfer tax is imposed on the conveyance of real property or membership interests in Texas. Accordingly, no transfer taxes are due with respect to Properties No. 3, 4, and 5.
Commonwealth notes that the applicability of transfer taxes to entity-level transactions varies by jurisdiction and that Buyer's counsel has confirmed the applicable transfer tax obligations in each jurisdiction based on the structure of the transaction.
(v) Endorsements. Receipt of all applicable endorsement premiums and issuance of all requested endorsements. Commonwealth has received Calderwood & Harkness LLP's endorsement request letter dated April 22, 2024, and confirms that the following endorsements have been ordered and will be issued with the Policies, to the extent available in each applicable jurisdiction:
•  Owner's comprehensive (ALTA 9.10-06 or equivalent);
•  Access (ALTA 17-06 or ALTA 17.1-06);
•  Survey (ALTA 25-06 or ALTA 25.1-06);
•  Zoning — completed structure (ALTA 3.1-06);
•  Contiguity (ALTA 19-06 or ALTA 19.1-06), as applicable to the Fairfield Logistics Center I and Fairfield Logistics Center II Properties;
•  Tax parcel (ALTA 18-06 or ALTA 18.1-06);
•  Same as survey (ALTA 25-06);
•  Restrictions, encroachments, minerals (ALTA 9-06);
•  Non-imputation (ALTA 15-06 or ALTA 15.1-06);
•  Fairway (ALTA 15.2-06 or equivalent);
•  Mezzanine financing (ALTA 16-06), as applicable;
•  Such other endorsements as specified in Calderwood & Harkness LLP's endorsement request letter.
(vi) FIRPTA Certificates. Receipt of certificates of non-foreign status (FIRPTA certificates) from Seller, as required by Section 1445 of the Internal Revenue Code, certifying that Seller is not a "foreign person" as defined therein.
(vii) Secretary's Certificates. Receipt of Secretary's Certificates or equivalent organizational certificates for Seller, Seller's general partner, and each Target Entity, certifying, among other things, the due organization, valid existence, and good standing of each entity, the authorization of the transaction, and the incumbency of the officers and authorized signatories executing the closing documents.
(viii) Closing Certificates. Receipt of the Seller's Closing Certificates delivered pursuant to Section 10.2 of the PSA, confirming the continued accuracy of Seller's representations and warranties as of the Closing Date.
(ix) Escrow Agreements. Receipt of the fully executed Escrow Agreement (relating to the earnest money deposit) and the Indemnity Escrow Agreement (relating to the post-closing indemnity escrow), each in form and substance satisfactory to Commonwealth.
Commonwealth will use commercially reasonable efforts to issue the Policies promptly following closing. The target issuance date for all fourteen (14) Policies is on or before July 15, 2024. In the event any Policy cannot be issued by such date due to circumstances beyond Commonwealth's reasonable control, Commonwealth will promptly notify Buyer and Buyer's counsel and will continue to use commercially reasonable efforts to issue the Policy as soon as practicable.
8. SURVEY CERTIFICATION
Commonwealth acknowledges receipt and review of the final ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and in effect on February 23, 2021) for each of the fourteen (14) Properties. The surveys were prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Georgia Registration No. S-28417), and are certified to Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and each applicable lender (Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as applicable).
The surveys meet the Table A specifications required by Buyer and Buyer's counsel, including the following optional Table A items:
Items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, and 19.
Commonwealth has relied upon the surveys in preparing the pro forma Policies and the survey-related endorsements (including ALTA 25-06 and ALTA 25.1-06 endorsements), and Commonwealth confirms that no survey-related exceptions will be added to the Policies beyond those matters reflected in the Permitted Exceptions. Specifically, Commonwealth confirms that the surveys do not reveal any encroachments, boundary line conflicts, overlaps, gaps, or other survey-related matters that would constitute exceptions to coverage under the Policies, other than those matters already reflected as Permitted Exceptions in Schedule B-II to the applicable title commitments.
Commonwealth further confirms that the legal descriptions set forth in the Policies for each Property will conform to the legal descriptions shown on the applicable surveys, and that any discrepancies between the legal descriptions in the existing vesting deeds and the survey legal descriptions have been reconciled to Commonwealth's satisfaction.
9. ENTITY-LEVEL TRANSFER ACKNOWLEDGMENT
Commonwealth acknowledges and confirms that the transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer is acquiring 100% of the membership interests in each of the fourteen (14) Target Entities from Seller. The transaction is not structured as a direct conveyance of fee title to the real property. As a result of this structure:
(a) Each Target Entity will remain the record fee owner of its respective Property following the closing. No deeds, assignments of fee interest, or other instruments of direct conveyance of real property will be recorded in connection with this transaction in any county recording office.
(b) Following the closing, Buyer will be the sole member of each Target Entity, and each Target Entity will be a direct or indirect wholly owned subsidiary of Buyer.
(c) The ALTA Owner's Policies to be issued by Commonwealth will name Fairwater Real Estate Investment Trust as the insured, as the sole member (directly or indirectly) of each Target Entity following the closing. Each Target Entity is also a named insured under its respective Policy.
Commonwealth confirms that the entity-level transfer structure does not impair, diminish, or otherwise limit the coverage afforded by the Policies. Commonwealth has reviewed the structure of the transaction and the relationship between Buyer and each Target Entity following the closing and is satisfied that the Policies provide full coverage to the Insured, including with respect to any claims, liens, encumbrances, or defects affecting title to the Properties.
The Policies will include any applicable endorsements necessary or appropriate to address the entity-level nature of the transaction, including, without limitation, ALTA 15-06 (Non-Imputation — Whole Interest Transferred) endorsements and ALTA 15.2-06 endorsements, to the extent available in the applicable jurisdiction. Such endorsements confirm, among other things, that the knowledge of Seller or any prior member or manager of the Target Entities prior to the closing will not be imputed to Buyer for purposes of the exclusions from coverage under the Policies.
10. ESCROW AGENT CONFIRMATION
Commonwealth, in its capacity as escrow agent under (a) the Escrow Agreement dated as of March 1, 2024 (the "Earnest Money Escrow Agreement"), governing the earnest money deposit, and (b) the Indemnity Escrow Agreement dated as of the Closing Date (the "Indemnity Escrow Agreement"), governing the post-closing indemnity escrow, hereby confirms as follows:
(a) Earnest Money Deposit. Commonwealth holds in escrow aggregate earnest money deposits of Fifty-Five Million Dollars ($55,000,000.00), consisting of (i) an initial deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000.00), deposited on or about March 1, 2024, following the execution of the PSA, and (ii) an additional deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000.00), deposited on or about April 16, 2024, following the expiration of the initial due diligence period under the PSA. The earnest money deposits are held in interest-bearing accounts at Pinnacle Federal Bank, N.A., in accordance with the Earnest Money Escrow Agreement. Commonwealth will apply and disburse the earnest money deposits (together with accrued interest thereon) in accordance with the Earnest Money Escrow Agreement and the closing instructions delivered by Buyer, Seller, and their respective counsel.
(b) Indemnity Escrow. Commonwealth will receive and hold in escrow, following the closing, aggregate indemnity escrow funds of Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00), to be deposited from the closing proceeds in accordance with the Indemnity Escrow Agreement. The indemnity escrow funds will be held and disbursed by Commonwealth in accordance with the terms of the Indemnity Escrow Agreement, which provides for the release of such funds upon the satisfaction or expiration of Seller's post-closing indemnification obligations under the PSA, subject to any pending claims.
Commonwealth confirms that all escrow funds described above will be disbursed on the Closing Date (or held, as applicable) in accordance with the applicable escrow agreements and the closing instructions delivered by the parties and their respective counsel.
Kenneth Stanhope, Senior Vice President, is the designated title officer for this transaction. Mr. Stanhope has supervised all title examination, commitment, and policy issuance activities in connection with the fourteen (14) Properties and has coordinated the gap coverage and bring-down procedures described in this Letter.
Virginia Moorehead, Assistant Vice President, National Counsel, has reviewed and approved the gap coverage commitment, the indemnity provisions, and the policy issuance matters described in this Letter. Ms. Moorehead's review included an analysis of the entity-level transfer structure, the lender consent requirements, the applicable endorsement availability across all five jurisdictions, and the bring-down search results.
11. CONTACT INFORMATION
For questions regarding this Letter, the title commitments, the Policies, the escrow matters, or any other aspect of the title insurance coverage for this transaction, please contact:
Kenneth Stanhope Senior Vice President Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7214
Email: kstanhope@commonwealthntc.com
Virginia Moorehead Assistant Vice President, National Counsel Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7239
Email: vmoorehead@commonwealthntc.com
This Letter shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of law principles. This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this Letter by electronic means (including PDF) shall be effective as delivery of a manually executed counterpart.
[Signature Pages Follow]
SIGNATURE PAGE TO GAP INDEMNITY AND BRING-DOWN LETTER
Very truly yours,
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY
By: ________
Name: Kenneth Stanhope
Title: Senior Vice President
Date: June 6, 2024
By: ________
Name: Virginia Moorehead
Title: Assistant Vice President, National Counsel
Date: June 6, 2024
ACKNOWLEDGMENT AND RECEIPT
The undersigned hereby acknowledge receipt of this Gap Indemnity and Bring-Down Letter dated June 6, 2024, and confirm their acceptance of the terms set forth herein.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: ________
By: ________
Name: David Elgin Park
Title: General Counsel
Date: ________
BUYER'S COUNSEL:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner
Date: ________
By: ________
Name: Grace Nakamura
Title: Partner
Date: ________
CONFIDENTIAL — This Gap Indemnity and Bring-Down Letter is delivered in connection with the transaction described herein and is intended solely for the use of the addressees identified on the first page. This Letter contains confidential information regarding the properties, the parties, and the terms of the transaction. Unauthorized reproduction, distribution, or disclosure of this Letter or its contents is prohibited.
File No.: CNTC-2024-PF-04187 Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303
No. | Property Name | Address | Target Entity | State | Commitment No.
1 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | GMP Fairfield I LLC | Georgia | CNTC-2024-PF-04187-001
2 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | GMP Fairfield II LLC | Georgia | CNTC-2024-PF-04187-002
3 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | GMP Westlake LLC | Texas | CNTC-2024-PF-04187-003
4 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449 | GMP Katy LLC | Texas | CNTC-2024-PF-04187-004
5 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | GMP Alliance LLC | Texas | CNTC-2024-PF-04187-005
6 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | GMP Lakeland LLC | Florida | CNTC-2024-PF-04187-006
7 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | GMP Southport LLC | Florida | CNTC-2024-PF-04187-007
8 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | GMP Murfreesboro LLC | Tennessee | CNTC-2024-PF-04187-008
9 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | GMP Buckhead LLC | Georgia | CNTC-2024-PF-04187-009
10 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | GMP SouthPark LLC | North Carolina | CNTC-2024-PF-04187-010
11 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | GMP Cool Springs LLC | Tennessee | CNTC-2024-PF-04187-011
12 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | GMP Brickell LLC | Florida | CNTC-2024-PF-04187-012
13 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | GMP Peachtree LLC | Georgia | CNTC-2024-PF-04187-013
14 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | GMP Mount Juliet LLC | Tennessee | CNTC-2024-PF-04187-014

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER

SIGNATURE PAGE TO GAP INDEMNITY AND BRING-DOWN LETTER

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

ACKNOWLEDGMENT AND RECEIPT

FAIRWATER REAL ESTATE INVESTMENT TRUST

BUYER'S COUNSEL:

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts