MARKED-UP TITLE COMMITMENTS WITH PERMITTED EXCEPTIONS — ALL PROPERTIES
Calderwood & Harkness LLP Work Product — Privileged and Confidential
Fairwater Real Estate Investment Trust Acquisition of 14-Property Sun Belt Logistics & Office Portfolio from Greystone Meridian Partners Fund III, L.P.
Cross-References:
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I. INTRODUCTION AND METHODOLOGY
A. Purpose
This document compiles the marked-up title commitments for all fourteen (14) properties comprising the Sun Belt Logistics & Office Portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "GMP Fund III") pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (collectively, the "PSA"). The marked-up commitments reflect the final negotiated permitted exceptions as set forth in PSA Exhibit P, and incorporate all resolutions reached during the title objection and cure process.
Each title commitment issued by Commonwealth National Title Insurance Company (the "Title Company") has been annotated by Calderwood & Harkness LLP ("C&H") to indicate the following:
(i) Schedule B-I requirements that have been satisfied, waived, or remain open as of the date hereof;
(ii) Schedule B-II exceptions that are accepted as Permitted Exceptions under the PSA and will appear as exceptions to coverage on the final owner's policy;
(iii) Schedule B-II exceptions that were the subject of title objections raised by C&H and that have been cured or removed from the commitment by Seller's action or by the Title Company's determination; and
(iv) Additional exceptions that have been added, deleted, or modified by endorsement or by delivery of the owner's affidavit at closing.
The markup conventions employed throughout this document are as follows:
• [ACCEPTED — PERMITTED EXCEPTION] — The exception has been reviewed by C&H and is approved for inclusion on the final owner's policy as a Permitted Exception under PSA Exhibit P. No further action is required.
• [REMOVED — CURED] — The exception was identified as an objection item in C&H's Title Objection Letter dated March 27, 2024, and has been eliminated through Seller's affirmative cure (e.g., recording of a release, satisfaction, dismissal order, or payment of delinquent amounts).
• [REMOVED — ENDORSEMENT] — The exception has been addressed through the issuance of a title endorsement by the Title Company, such that the matter is either deleted from the policy or affirmatively insured over.
• [REQUIREMENT SATISFIED] — The corresponding Schedule B-I requirement has been met through delivery of the specified document, instrument, or other evidence of compliance.
These annotations are intended to provide a comprehensive record of the title review process and to document the basis upon which the title conditions have been approved for closing.
B. Title Objection and Cure Timeline
The title review and objection process was conducted in accordance with the timeline established under Section 5.3 of the PSA. The key milestones are summarized below:
February 15–20, 2024: Commonwealth National Title Insurance Company issued title commitments for all fourteen (14) properties in the Portfolio. Commitment effective dates ranged from February 15, 2024 (Georgia properties) to February 20, 2024 (Florida and North Carolina properties), with Texas and Tennessee properties bearing effective dates of February 18 and February 19, 2024, respectively.
February 20 – March 25, 2024: C&H conducted a comprehensive review of all fourteen (14) title commitments, underlying recorded instruments, and ALTA/NSPS surveys. This review included coordination with local counsel in each jurisdiction (Breckenridge Osgood LLP in Texas, Palmetto Strauss PA in Florida, Ellsworth Ridley LLP in Tennessee, Talmadge Beaumont LLP in Georgia, and Haversham Cole PLLC in North Carolina) to confirm the legal effect and acceptability of each exception under applicable state law.
March 27, 2024: C&H delivered the Title Objection Letter to Blackridge Hayes LLP, counsel for Seller (attention: Nathaniel Pryce, partner, and Thomas Keating, associate), identifying a total of twenty-three (23) title objection items across the Portfolio. The Title Objection Letter was delivered two (2) days prior to the March 29, 2024 title objection deadline under Section 5.3(a) of the PSA.
April 8, 2024: Blackridge Hayes LLP, on behalf of Seller, delivered Seller's proposed cures and responses to the twenty-three (23) title objection items (the "Cure Letter"). The Cure Letter set forth the actions Seller had taken or proposed to take to resolve each objection item, including the recording of releases, the payment of delinquent amounts, the obtaining of court orders, and the provision of supporting documentation.
April 11, 2024: C&H reviewed Seller's proposed cures and delivered its acceptance and counter-comments. C&H confirmed that all proposed cures were acceptable, subject to Seller's completion of certain outstanding items (including recording of releases and satisfactions) prior to closing.
April 12 – June 5, 2024: Seller completed all outstanding cure items. C&H received and reviewed confirmation of each cure, including copies of recorded releases, satisfactions, dismissal orders, and evidence of payment. All twenty-three (23) objection items were resolved prior to closing.
The Seller cure period under the PSA was fifteen (15) business days from receipt of the Title Objection Letter. Seller responded within the contractual timeframe, and all cures were completed well in advance of the originally scheduled closing date of May 31, 2024. The closing was ultimately delayed to June 6, 2024 due to the receipt of the final Pinnacle Federal Bank lender consent on June 4, 2024, as described in Section VII below.
C. Permitted Exception Categories (PSA Exhibit P — General)
PSA Exhibit P establishes eight (8) categories of exceptions that constitute general Permitted Exceptions applicable to all fourteen (14) properties in the Portfolio. These categories are as follows:
1. Real Property Taxes and Assessments Not Yet Due and Payable. Real property taxes and assessments for the year 2024 (and any installments thereof) that are not yet due and payable as of the closing date constitute Permitted Exceptions. Taxes for 2023 and all prior years have been confirmed as paid in full for all properties, with the exception of the 2022 delinquency at the Cool Springs property (Property 11), which was cured by Seller as a mandatory cure item. Proration of 2024 taxes will be handled at closing in accordance with Section 10.4 of the PSA.
2. Zoning Ordinances, Building Codes, and Governmental Regulations. All applicable zoning ordinances, building codes, subdivision regulations, and other governmental regulations affecting the properties are Permitted Exceptions. C&H obtained zoning confirmation letters from local counsel for all fourteen (14) properties, confirming that the current use of each property is consistent with the applicable zoning designation. The zoning confirmation letters are compiled in the Zoning Confirmation Binder (Doc 38).
3. Utility Easements of Record That Do Not Materially Interfere with Current Use. Easements granted to utility providers (including electric, gas, water, sewer, telephone, and telecommunications providers) that are of record and that do not materially interfere with the current use, operation, or value of the improvements on the properties constitute Permitted Exceptions. Each utility easement has been reviewed by C&H and, where applicable, by local counsel, and has been confirmed as consistent with this standard.
4. Standard Survey Exceptions Waived by Delivery of ALTA/NSPS Surveys. The standard printed survey exceptions in the ALTA Owner's Policy (2021 form) are deleted or modified upon delivery of current ALTA/NSPS surveys meeting the 2021 Minimum Standard Detail Requirements. Surveys for all fourteen (14) properties have been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, certifying surveyor) and have been certified to Fairwater REIT, Commonwealth National Title Insurance Company, and each applicable lender.
5. Rights of Tenants Under Leases Disclosed on the Rent Roll. The rights of tenants in possession under leases disclosed on the rent roll attached as PSA Exhibit H constitute Permitted Exceptions. The rent roll identifies a total of eighty-seven (87) leases across the Portfolio. Estoppel certificates have been obtained covering 91.4% of Portfolio annualized base rent ("ABR"), in compliance with the estoppel threshold established in Section 8.2(h) of the PSA.
6. Existing Mortgage Liens Securing Assumed Debt. The existing mortgage liens, deeds of trust, deeds to secure debt, assignments of leases and rents, and UCC financing statements securing the assumed indebtedness totaling $612,000,000 in aggregate outstanding principal balance constitute Permitted Exceptions. The assumed debt is held by three (3) lenders: Pinnacle Federal Bank, N.A. ($421,600,000); Veltrano Capital Lending Corp. ($142,300,000); and Sycamore Life Insurance Company ($48,100,000). Lender consents have been obtained from all three lenders as described in Section VII of this document.
7. Matters Shown on ALTA/NSPS Surveys That Are Accepted as Permitted Exceptions. Matters of survey shown on the ALTA/NSPS surveys that are accepted as Permitted Exceptions include de minimis encroachments, boundary overlaps, setback conditions, and other survey-disclosed matters that do not materially interfere with the current use, operation, or value of the improvements. These matters are specifically identified on a property-by-property basis in Section II below and are summarized in Section VI.
8. Standard Printed Exceptions in the ALTA Owner's Policy (2021 Form) That Are Deleted or Modified by Endorsement. The standard printed exceptions in the ALTA Owner's Policy (2021 form), including exceptions for survey matters, unrecorded liens, rights of parties in possession, and mechanics' liens, are deleted or modified by the endorsements described in Section IV below, upon delivery of the owner's affidavit, survey, and other required documentation at closing.
D. Mandatory Cure Items (PSA Definition)
Section 5.3(d) of the PSA defines "Mandatory Cure Items" as the following categories of title matters that Seller is required to cure or remove at or prior to closing, without regard to the title objection process:
(a) Monetary liens encumbering the properties (other than the existing mortgage liens constituting assumed debt);
(b) Mechanic's liens, materialman's liens, and construction liens of any nature;
(c) Delinquent real property taxes, special assessments, and related penalties and interest;
(d) Judgment liens and other judicial liens against the Target Entities or their predecessors in title; and
(e) Any matters arising by, through, or under Seller (or any Target Entity) after the effective date of the applicable title commitment.
All Mandatory Cure Items identified during the title review process were raised in C&H's Title Objection Letter and were cured by Seller prior to closing, as detailed on a property-by-property basis in Section II below and summarized in Section III. Calderwood & Harkness LLP confirms that, as of the date hereof, no Mandatory Cure Items remain outstanding with respect to any property in the Portfolio.
II. PROPERTY-BY-PROPERTY MARKED-UP COMMITMENTS
The following sections present the marked-up title commitments for each of the fourteen (14) properties in the Portfolio, organized in numerical order by property number. For each property, the following information is provided: (i) basic property and entity information; (ii) commitment details; (iii) marked-up Schedule B-I requirements; and (iv) marked-up Schedule B-II exceptions with annotations indicating their disposition.
Property 1: Fairfield Logistics Center I
Schedule B-I Requirements (Marked Up)
1. Instrument vesting title in GMP Fairfield I LLC. The Title Company requires recording of a deed or other instrument confirming fee simple title in the name of the proposed insured's predecessor (GMP Fairfield I LLC). — [REQUIREMENT SATISFIED] — Warranty Deed from predecessor grantor to GMP Fairfield I LLC recorded in the Fulton County, Georgia deed records at Deed Book 61234, Page 445. Vesting confirmed by the Title Company.
2. Release of all monetary liens. The Title Company requires evidence that all monetary liens (other than the Pinnacle Federal Bank mortgage securing Loan 1-A, which constitutes assumed debt) have been released of record. — [REQUIREMENT SATISFIED] — No monetary liens exist against the property other than the Pinnacle Federal Bank, N.A. mortgage, which is a Permitted Exception. A mechanic's lien previously encumbering the property (see Schedule B-II, Item 7 below) has been released and the release recorded prior to closing.
3. Payment of real property taxes. The Title Company requires evidence that all real property taxes due and payable have been paid. — [REQUIREMENT SATISFIED] — 2023 real property taxes have been confirmed paid in full. 2024 real property taxes are not yet due and payable and constitute a Permitted Exception.
4. Satisfactory ALTA/NSPS survey. The Title Company requires delivery of a current ALTA/NSPS survey meeting the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated March 10, 2024, and last revised May 15, 2024. Survey certified to Fairwater REIT, Commonwealth National Title Insurance Company, and Pinnacle Federal Bank, N.A.
5. Owner's affidavit. The Title Company requires delivery of an owner's affidavit in the form prescribed by the Title Company, executed by an authorized representative of the owner entity. — [REQUIREMENT SATISFIED] — Owner's affidavit executed by Thomas Merritt, authorized officer of Greystone Meridian Capital LLC, in its capacity as general partner of GMP Fund III and managing member of GMP Fairfield I LLC, to be delivered at closing on June 6, 2024.
6. Evidence of authority of GMP Fairfield I LLC. The Title Company requires delivery of organizational documents evidencing the authority of GMP Fairfield I LLC to convey the property, including a secretary's certificate, operating agreement, and evidence of good standing. — [REQUIREMENT SATISFIED] — Secretary's certificate executed by the Secretary of Greystone Meridian Capital LLC, together with a copy of the operating agreement of GMP Fairfield I LLC and a certificate of good standing from the Georgia Secretary of State, have been provided to the Title Company.
7. Delivery of estoppel certificates from tenants. The Title Company requires, as a condition of issuing the owner's policy, delivery of tenant estoppel certificates from all or substantially all tenants of the property. — [REQUIREMENT SATISFIED] — Estoppel certificates have been obtained from tenants covering 91.4% of Portfolio ABR, meeting the 90% threshold under the PSA. Property-level estoppel certificates covering the tenants at this property have been received and reviewed by C&H.
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust / Security Deed in favor of Pinnacle Federal Bank, N.A., securing Loan 1-A. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement from GMP Fairfield I LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in Fulton County deed records at Deed Book 59872, Page 112, securing indebtedness in the original principal amount of $56,200,000 (Loan 1-A under the Master Loan Agreement dated September 15, 2020). — [ACCEPTED — PERMITTED EXCEPTION] — This mortgage secures a portion of the assumed debt under the PSA. Lender consent for the transfer was received from Pinnacle Federal Bank, N.A. on June 4, 2024. The mortgage lien, together with all related assignments and UCC financing statements, constitutes a Permitted Exception under PSA Exhibit P, Category 6.
2. Easement for utility lines granted to Drayton Holdings. Easement Agreement between GMP Fairfield I LLC (as successor) and Drayton Holdings, recorded March 12, 2019, in Fulton County deed records at Deed Book 58901, Page 789, granting a non-exclusive easement for the installation, maintenance, and operation of overhead and underground electrical transmission and distribution lines along the northern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed this easement and confirmed that the easement area is located along the northern perimeter of the parcel, does not underlie any improvements, and does not materially interfere with access, parking, or the current industrial/logistics use of the property. The easement is consistent with PSA Exhibit P, Category 3 (utility easements of record that do not materially interfere with current use).
3. Restrictive covenants — Fairfield Industrial Park Declaration of Covenants, Conditions and Restrictions. Declaration of Covenants, Conditions and Restrictions for Fairfield Industrial Park, recorded June 5, 2018, in Fulton County deed records at Deed Book 58210, Page 334, as amended by First Amendment to Declaration recorded August 22, 2019, at Deed Book 59045, Page 556. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed the Declaration and its First Amendment. The use restrictions permit industrial, logistics, warehousing, distribution, and light manufacturing uses. The Declaration imposes standard maintenance obligations, architectural review requirements for exterior modifications, and proportionate common area maintenance assessments. All assessments are current. The Declaration is consistent with the current use of the property and constitutes a Permitted Exception under PSA Exhibit P.
4. Rights of tenants under unrecorded leases. Rights of tenants and parties in possession under leases or occupancy agreements affecting the property, as disclosed on the rent roll attached as PSA Exhibit H. — [ACCEPTED — PERMITTED EXCEPTION] — The tenants at this property are identified on the rent roll and are in occupancy pursuant to the leases listed therein. This exception constitutes a Permitted Exception under PSA Exhibit P, Category 5.
5. Real property taxes for 2024, a lien not yet due and payable. Taxes and assessments for the year 2024, which are a lien but not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — 2024 taxes will be prorated at closing in accordance with Section 10.4 of the PSA. This exception constitutes a Permitted Exception under PSA Exhibit P, Category 1.
6. UCC Financing Statement filed by Pinnacle Federal Bank, N.A. UCC Financing Statement filed by GMP Fairfield I LLC, as debtor, in favor of Pinnacle Federal Bank, N.A., as secured party, filed with the Georgia Superior Court Clerks' Cooperative Authority on September 18, 2020, File No. 084-2020-012345, covering personal property collateral associated with Loan 1-A. — [ACCEPTED — PERMITTED EXCEPTION] — This UCC filing is related to the assumed Pinnacle Federal Bank mortgage and constitutes a Permitted Exception under PSA Exhibit P, Category 6.
7. Mechanic's lien filed by Hendricks Construction Services, LLC. Claim of Lien filed by Hendricks Construction Services, LLC for $47,500.00, recorded January 22, 2024, in Fulton County deed records at Deed Book 62845, Page 201, for labor and materials allegedly furnished in connection with roof repairs at the property. — [REMOVED — CURED] — This mechanic's lien was identified as one of the twenty-three (23) title objection items raised in C&H's Title Objection Letter dated March 27, 2024. As a Mandatory Cure Item under Section 5.3(d)(b) of the PSA, Seller was required to cause the release of this lien. Seller obtained a full release and satisfaction from Hendricks Construction Services, LLC, and the Cancellation of Lien was recorded in Fulton County deed records at Deed Book 63102, Page 78, on April 15, 2024. The Title Company has confirmed removal of this exception from the commitment.
Property 2: Fairfield Logistics Center II
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property are substantially identical in form to those set forth for Property 1 (Fairfield Logistics Center I) above and reflect the same categories of conditions to issuance of the owner's policy. Each requirement has been marked as follows:
1. Instrument vesting title in GMP Fairfield II LLC. — [REQUIREMENT SATISFIED] — Warranty Deed recorded in Fulton County, Georgia deed records confirming fee simple title in GMP Fairfield II LLC.
2. Release of all monetary liens. — [REQUIREMENT SATISFIED] — No monetary liens exist other than the Pinnacle Federal Bank, N.A. mortgage securing Loan 1-B, which is a Permitted Exception.
3. Payment of real property taxes. — [REQUIREMENT SATISFIED] — 2023 taxes paid in full; 2024 taxes not yet due (Permitted Exception).
4. Satisfactory ALTA/NSPS survey. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc.
5. Owner's affidavit. — [REQUIREMENT SATISFIED] — Executed at closing by authorized officer.
6. Evidence of authority of GMP Fairfield II LLC. — [REQUIREMENT SATISFIED] — Secretary's certificate, operating agreement, and certificate of good standing provided.
7. Delivery of estoppel certificates from tenants. — [REQUIREMENT SATISFIED] — Property-level estoppels received.
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust / Security Deed in favor of Pinnacle Federal Bank, N.A., securing Loan 1-B. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement from GMP Fairfield II LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in Fulton County deed records, securing indebtedness under the Master Loan Agreement (Loan 1-B). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Easement for storm drainage along southern boundary. Storm Drainage Easement Agreement recorded April 22, 2019, in Fulton County deed records at Deed Book 59012, Page 445, granting an easement for the installation and maintenance of storm drainage facilities along the southern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed this easement and confirmed, by reference to the ALTA/NSPS survey, that the easement area does not encroach upon or underlie any improvements on the property. The storm drainage facilities are located in a landscaped buffer zone along the southern property line. This easement constitutes a Permitted Exception under PSA Exhibit P, Category 3.
3. Fairfield Industrial Park CC&Rs (same as Property 1). Declaration of Covenants, Conditions and Restrictions for Fairfield Industrial Park, as referenced in Property 1, Schedule B-II, Exception 3 above. — [ACCEPTED — PERMITTED EXCEPTION] — The same CC&Rs apply to this parcel, which is part of the Fairfield Industrial Park development. Reviewed and accepted; consistent with current industrial/logistics use.
4. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
5. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
6. Encroachment of concrete apron (1.8 feet) into utility easement shown on survey. The ALTA/NSPS survey prepared by Meridian Land Surveying, Inc. discloses that a concrete truck apron associated with the loading dock area encroaches approximately 1.8 feet into the utility easement area along the northern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — This de minimis encroachment has been confirmed by Daniel Caulfield, PLS, PE, of Meridian Land Surveying, Inc. as not affecting the utility provider's ability to access and maintain its facilities within the easement area. The Title Company has agreed to issue a survey endorsement (ALTA 25/25.1) affirmatively insuring over this encroachment. The encroachment constitutes a Permitted Exception under PSA Exhibit P, Category 7 (matters shown on surveys accepted as Permitted Exceptions).
7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-B. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
Property 3: Westlake Distribution Hub
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied. The key requirements and their disposition are as follows:
1. Instrument vesting title in GMP Westlake LLC. — [REQUIREMENT SATISFIED] — Special Warranty Deed from predecessor grantor to GMP Westlake LLC recorded in the Official Public Records of Harris County, Texas. Vesting confirmed by the Title Company.
2. Release of all monetary liens. — [REQUIREMENT SATISFIED] — No monetary liens other than the Pinnacle Federal Bank, N.A. deed of trust securing Loan 1-C, which is a Permitted Exception.
3. Payment of real property taxes. — [REQUIREMENT SATISFIED] — 2023 taxes paid in full; 2024 taxes not yet due (Permitted Exception).
4. Satisfactory ALTA/NSPS survey. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc.
5. Owner's affidavit (T-47 Affidavit — Texas form). — [REQUIREMENT SATISFIED] — T-47 Affidavit executed by authorized officer, as required under Texas title insurance regulations.
6. Evidence of authority of GMP Westlake LLC. — [REQUIREMENT SATISFIED] — Secretary's certificate, company agreement, and certificate of good standing from the Texas Secretary of State provided.
7. Delivery of estoppel certificates from tenants. — [REQUIREMENT SATISFIED] — Property-level estoppels received.
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Westlake LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Public Records of Harris County, Texas, as Document No. 2020-0489231, securing indebtedness under the Master Loan Agreement (Loan 1-C). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Pipeline easement granted to Gulf States Energy Transmission, LLC. Pipeline Easement Agreement between predecessor owner and Gulf States Energy Transmission, LLC, recorded August 14, 2017, in the Official Public Records of Harris County, Texas, as Document No. 2017-0312456, granting a non-exclusive easement for the installation, maintenance, operation, and repair of a petroleum products pipeline across the western portion of the parcel, within a 30-foot-wide easement corridor. — [ACCEPTED — PERMITTED EXCEPTION] — This easement has been reviewed in detail by C&H and by Breckenridge Osgood LLP (James Breckenridge, local counsel). The pipeline easement corridor is located along the western boundary of the parcel, within an area that is currently unimproved and used as a landscaped buffer. The easement does not underlie any building improvements, loading docks, parking areas, or access drives. The pipeline is buried at a minimum depth of four (4) feet below grade. The easement is consistent with the industrial/distribution use of the property and does not materially interfere with the current use, operation, or value of the improvements. Permitted Exception under PSA Exhibit P, Category 3.
3. Drainage and detention easement. Drainage and Detention Easement Agreement recorded September 3, 2018, in the Official Public Records of Harris County, Texas, as Document No. 2018-0367890, granting an easement for stormwater drainage and detention facilities in the southeastern corner of the property. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area contains an existing stormwater detention pond that serves the property and adjacent parcels. The easement does not affect any building improvements. Permitted Exception under PSA Exhibit P, Category 3.
4. Restrictive covenants — Westlake Business Park Restrictions. Declaration of Restrictions for Westlake Business Park, recorded in 2016 in the Official Public Records of Harris County, Texas, as Document No. 2016-0245678, as amended. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed the Declaration and its amendments. The use restrictions permit industrial, logistics, distribution, and office uses. The Declaration imposes standard architectural review requirements, maintenance obligations, and proportionate common area assessments. All assessments are confirmed current. The restrictions are consistent with the current logistics operations at the property.
5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
7. Environmental Note (Cross-Reference). The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC, dated March 8, 2024, identified de minimis recognized environmental conditions ("RECs") at this property relating to historical petroleum storage activities on the adjacent parcel. The RECs are characterized as "controlled" and are not expected to require remediation or to materially affect the value or use of the property. This environmental condition is not reflected as a title exception on the commitment; however, it is noted here for cross-reference purposes in connection with the Buyer's environmental due diligence review (see Environmental Due Diligence Summary, Doc 36).
8. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-C in the Official Public Records of Harris County, Texas. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
9. Judgment lien against prior owner (not GMP Westlake LLC). Abstract of Judgment in favor of Meridian Commerce Bank against "Westlake Properties, LLC" (a different entity), filed in Harris County, Texas, on October 14, 2022. — [REMOVED — CURED] — This judgment lien appeared as a "same name" search hit in the title commitment. C&H raised this as a title objection item and requested confirmation from the Title Company that the judgment debtor ("Westlake Properties, LLC") is not the same entity as the Target Entity (GMP Westlake LLC) and has no connection to the property. Commonwealth National Title Insurance Company confirmed, upon further examination and review of the judgment records, that the judgment debtor is a separate and distinct entity with no interest in the subject property. The Title Company has removed this exception from the commitment. This was one of the twenty-three (23) title objection items raised in C&H's Title Objection Letter.
Property 4: Katy Freeway Logistics Park
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied. The requirements mirror those described for the other Texas properties (Properties 3 and 5), with vesting in GMP Katy LLC confirmed via Special Warranty Deed recorded in the Official Public Records of Harris County, Texas. The Pinnacle Federal Bank, N.A. deed of trust securing Loan 1-D is a Permitted Exception. All other requirements — including payment of real property taxes, delivery of the ALTA/NSPS survey, execution of the T-47 Affidavit, delivery of organizational documents, and receipt of tenant estoppel certificates — have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust — Pinnacle Federal Bank, N.A., Loan 1-D. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Katy LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Public Records of Harris County, Texas, securing indebtedness under the Master Loan Agreement (Loan 1-D). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Mutual access easement with adjacent parcel. Reciprocal Access Easement Agreement between GMP Katy LLC (as successor) and Katy Commerce Development, LP, recorded January 9, 2020, in the Official Public Records of Harris County, Texas, as Document No. 2020-0023456, granting mutual non-exclusive easements for vehicular and pedestrian access across a shared driveway located along the eastern boundary of the property and the western boundary of the adjacent parcel. — [ACCEPTED — PERMITTED EXCEPTION] — This easement benefits the subject property by providing secondary access to Katy Freeway via the adjacent parcel's driveway. The easement is reciprocal in nature, with each party bearing proportionate responsibility for driveway maintenance. C&H has reviewed the easement agreement and confirmed that it does not impose disproportionate obligations on the subject property. The shared driveway is shown on the ALTA/NSPS survey. Permitted Exception under PSA Exhibit P, Category 3.
3. Harris County Municipal Utility District assessment lien. Harris County Municipal Utility District No. 412 — outstanding assessments and bonds constituting a lien against the property. — [ACCEPTED — PERMITTED EXCEPTION] — This is a standard MUD assessment obligation applicable to properties within the district boundaries. The assessments are current and not delinquent. MUD assessments are common throughout the Houston metropolitan area and are consistent with the industrial use of the property. Permitted Exception under PSA Exhibit P, Category 1.
4. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
5. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
6. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-D. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
Property 5: Alliance Commerce Center
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP Alliance LLC confirmed via Special Warranty Deed recorded in the Official Public Records of Tarrant County, Texas. The Pinnacle Federal Bank, N.A. deed of trust securing Loan 1-E is a Permitted Exception. All other requirements, including the T-47 Affidavit, organizational documents, survey, tax payments, and tenant estoppels, have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust — Pinnacle Federal Bank, N.A., Loan 1-E. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Alliance LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Public Records of Tarrant County, Texas, securing indebtedness under the Master Loan Agreement (Loan 1-E). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Alliance Development Overlay District restrictions. City of Fort Worth Alliance Development Overlay District regulations and restrictions applicable to the property, including building height limitations, signage standards, and landscaping requirements established by Ordinance No. 24567, as amended. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed the overlay district restrictions and confirmed that they are consistent with the current logistics use of the property. The restrictions are governmental in nature and are within the scope of PSA Exhibit P, Category 2 (zoning ordinances, building codes, and governmental regulations).
3. Water and sewer easement along eastern boundary. Water and Sewer Easement Agreement granted to the City of Fort Worth, recorded in 2019 in the Official Public Records of Tarrant County, Texas, granting an easement for the installation, operation, and maintenance of water and sewer lines along the eastern boundary of the property within a 20-foot-wide easement corridor. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area is located along the eastern perimeter of the parcel in a landscaped buffer zone and does not affect any building improvements, parking areas, or access drives. Permitted Exception under PSA Exhibit P, Category 3.
4. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
5. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
6. Unrecorded lease memorandum for Ironridge Supply Chain Solutions, Inc. Memorandum of Lease by and between GMP Alliance LLC, as landlord, and Ironridge Supply Chain Solutions, Inc., as tenant, which was referenced in the commitment but for which no recorded memorandum could be located. — [REMOVED — CURED] — C&H raised this as a title objection item because the unrecorded memorandum of lease created uncertainty regarding the priority and terms of the tenant's leasehold interest relative to the assumed Pinnacle Federal Bank mortgage. During the cure period, Seller caused Ironridge Supply Chain Solutions, Inc. to execute a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with Pinnacle Federal Bank, N.A. and a confirmation that no memorandum of lease had been or would be recorded. The matter is fully resolved. This was one of the twenty-three (23) title objection items.
7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-E. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
Property 6: Lakeland Crossings Industrial
Additional Due Diligence Notes: The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC identified de minimis recognized environmental conditions (RECs) at this property, characterized as controlled. This is not a title matter but is noted here for cross-reference purposes. In addition, the Property Condition Assessment (PCA) prepared by Meridian Building Consultants identified $380,000 in immediate repair costs at this property, including HVAC system repairs and parking lot resurfacing. The PCA findings are not title matters but are noted for completeness.
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP Lakeland LLC confirmed via Special Warranty Deed recorded in the Official Records of Polk County, Florida. The Pinnacle Federal Bank, N.A. mortgage securing Loan 1-F is a Permitted Exception. All other requirements — including payment of real property taxes, delivery of the ALTA/NSPS survey, execution of the owner's affidavit, delivery of organizational documents (including certificate of good standing from the Florida Department of State, Division of Corporations), and receipt of tenant estoppel certificates — have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Mortgage in favor of Pinnacle Federal Bank, N.A., Loan 1-F. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Lakeland LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Records of Polk County, Florida, at O.R. Book 10234, Page 567, securing indebtedness under the Master Loan Agreement (Loan 1-F). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Florida Department of Transportation right-of-way reservation along Drane Field Road frontage. Florida Department of Transportation ("FDOT") right-of-way map and reservation for State Road 572 (Drane Field Road), recorded in the Official Records of Polk County, Florida, establishing a future right-of-way expansion corridor along the northern frontage of the property. — [ACCEPTED — PERMITTED EXCEPTION] — C&H and Palmetto Strauss PA (Roberto Strauss) have reviewed the FDOT right-of-way reservation. The reservation area is located within the existing road right-of-way setback and does not affect the building improvements, parking areas, or operational areas of the property. No active condemnation proceedings are pending with respect to this reservation. The reservation is consistent with PSA Exhibit P, Category 2 (governmental regulations).
3. Stormwater management easement. Stormwater Management Easement recorded in 2018 in the Official Records of Polk County, Florida, at O.R. Book 9876, Page 234, granting an easement for stormwater management facilities, including a retention pond and associated drainage infrastructure, in the southwestern portion of the property. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area contains an existing stormwater retention pond that serves the property. The easement does not underlie any building improvements. Permitted Exception under PSA Exhibit P, Category 3.
4. Restrictive covenants — Lakeland Commerce Park. Declaration of Covenants, Conditions, and Restrictions for Lakeland Commerce Park, recorded in 2017 in the Official Records of Polk County, Florida, at O.R. Book 9654, Page 112. — [ACCEPTED — PERMITTED EXCEPTION] — C&H and Palmetto Strauss PA have reviewed the Declaration. Use restrictions are consistent with industrial and logistics operations. Common area maintenance assessments are current and not delinquent.
5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-F in the Official Records of Polk County, Florida. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
8. Construction lien filed by Suncoast Roofing & Solar, Inc. Claim of Lien filed by Suncoast Roofing & Solar, Inc. for $28,200.00, recorded February 12, 2024, in the Official Records of Polk County, Florida, at O.R. Book 10567, Page 890, for labor and materials allegedly furnished in connection with roofing repairs at the property. — [REMOVED — CURED] — This construction lien was identified as a Mandatory Cure Item under Section 5.3(d)(b) of the PSA and was raised as one of the twenty-three (23) title objection items in C&H's Title Objection Letter. Seller obtained a Satisfaction of Claim of Lien from Suncoast Roofing & Solar, Inc., which was recorded in the Official Records of Polk County, Florida, at O.R. Book 10612, Page 345, on April 18, 2024. The Title Company has confirmed removal of this exception from the commitment.
Property 7: Southport Logistics Park
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP Southport LLC confirmed via Special Warranty Deed recorded in the Official Records of Duval County, Florida. The Pinnacle Federal Bank, N.A. mortgage securing Loan 1-G is a Permitted Exception. All other requirements have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Mortgage — Pinnacle Federal Bank, N.A., Loan 1-G. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Southport LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Records of Duval County, Florida, at O.R. Book 18234, Page 678, securing indebtedness under the Master Loan Agreement (Loan 1-G). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. JEA (Jacksonville Electric Authority) utility easement. Utility Easement Agreement between GMP Southport LLC (as successor) and the Jacksonville Electric Authority ("JEA"), recorded in 2020 in the Official Records of Duval County, Florida, at O.R. Book 18456, Page 112, granting a non-exclusive easement for the installation, operation, and maintenance of electric and water utility infrastructure along the eastern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed this easement and confirmed that the easement area is located within a 15-foot utility strip along the eastern property line and does not underlie any building improvements. The easement is consistent with PSA Exhibit P, Category 3.
3. Cross-access easement with adjacent logistics facility. Reciprocal Easement Agreement between GMP Southport LLC and Southport Commerce Partners, LLC, recorded in 2019 in the Official Records of Duval County, Florida, at O.R. Book 18123, Page 890, granting mutual non-exclusive easements for vehicular and truck access across shared access drives and loading areas. — [ACCEPTED — PERMITTED EXCEPTION] — This cross-access easement provides reciprocal benefits to the subject property, including access to Southport Connector Road via the adjacent parcel's access drive. The easement imposes proportionate maintenance obligations on each party. C&H has reviewed the agreement and confirmed that the reciprocal easement is beneficial to the property and does not impose disproportionate burdens. Permitted Exception under PSA Exhibit P, Category 3.
4. Southport Commerce Park CC&Rs. Declaration of Covenants, Conditions and Restrictions for Southport Commerce Park, recorded in 2018 in the Official Records of Duval County, Florida. — [ACCEPTED — PERMITTED EXCEPTION] — Reviewed; consistent with logistics and industrial use. Assessments are current.
5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-G. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
Property 8: Murfreesboro Distribution Center
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP Murfreesboro LLC confirmed via Special Warranty Deed recorded in the Register's Office of Rutherford County, Tennessee. The Pinnacle Federal Bank, N.A. deed of trust securing Loan 1-H is a Permitted Exception. All other requirements — including payment of real property taxes, delivery of the ALTA/NSPS survey, execution of the owner's affidavit, delivery of organizational documents (including certificate of good standing from the Tennessee Secretary of State), and receipt of tenant estoppel certificates — have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Deed of Trust — Pinnacle Federal Bank, N.A., Loan 1-H. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Murfreesboro LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Register's Office of Rutherford County, Tennessee, at Instrument No. 2020-045678, securing indebtedness under the Master Loan Agreement (Loan 1-H). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt; lender consent received June 4, 2024. Permitted Exception under PSA Exhibit P, Category 6.
2. Tennessee Valley Authority transmission line easement along rear boundary. Easement Agreement between predecessor owner and the Tennessee Valley Authority ("TVA"), recorded in the Register's Office of Rutherford County, Tennessee, granting a permanent easement for the installation, operation, maintenance, and replacement of high-voltage electric transmission lines and supporting structures along the rear (southern) boundary of the property, within a 100-foot-wide easement corridor. — [ACCEPTED — PERMITTED EXCEPTION] — C&H and Ellsworth Ridley LLP (Diane Ellsworth) have reviewed this easement. The easement corridor is located along the southern perimeter of the parcel and does not affect the building footprint, loading dock areas, parking, or access drives. The TVA transmission line towers and conductors are located entirely within the easement corridor. The easement does not materially interfere with the current use of the property. Permitted Exception under PSA Exhibit P, Category 3.
3. Stormwater detention easement. Stormwater Detention Easement recorded in the Register's Office of Rutherford County, Tennessee, granting an easement for stormwater detention facilities in the northeastern portion of the property. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area contains an existing detention basin serving the property. The easement does not affect building improvements. Permitted Exception under PSA Exhibit P, Category 3.
4. Murfreesboro Commerce Park industrial district restrictions. Declaration of Protective Covenants for Murfreesboro Commerce Park, recorded in the Register's Office of Rutherford County, Tennessee. — [ACCEPTED — PERMITTED EXCEPTION] — Reviewed by C&H and Ellsworth Ridley LLP. Use restrictions are consistent with industrial and distribution operations. Architectural review and common area maintenance provisions are standard. Assessments are current.
5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.
6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-H. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.
8. Expired construction deed of trust (predecessor lender). Deed of Trust from predecessor owner to First Horizon Construction Lending, LLC, dated April 3, 2015, recorded in the Register's Office of Rutherford County, Tennessee, at Instrument No. 2015-023456, securing a construction loan that was fully paid and satisfied. No release or satisfaction was recorded. — [REMOVED — CURED] — C&H raised this as a title objection item because the unreleased deed of trust constituted a cloud on title notwithstanding its apparent satisfaction. During the cure period, Seller obtained a Release of Deed of Trust from First Horizon Construction Lending, LLC (or its successor), which was recorded in the Register's Office of Rutherford County, Tennessee, at Instrument No. 2024-014567, on April 22, 2024. The Title Company has confirmed removal of this exception from the commitment. This was one of the twenty-three (23) title objection items.
Property 9: Buckhead Place Office Tower
Additional Due Diligence Note: The Property Condition Assessment (PCA) prepared by Meridian Building Consultants identified $890,000 in immediate repair costs at this property, representing the largest PCA expenditure of any property in the Portfolio. The identified repairs include elevator modernization, chiller replacement, and lobby renovation. The PCA findings are not title matters but are noted here for cross-reference purposes in connection with the Buyer's physical due diligence review.
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP Buckhead LLC confirmed via Warranty Deed recorded in the Fulton County, Georgia deed records. The Veltrano Capital Lending Corp. deed to secure debt securing Loan 2-A is a Permitted Exception; lender consent was received from Veltrano Capital on May 17, 2024. All other requirements — including payment of real property taxes, delivery of the ALTA/NSPS survey, execution of the owner's affidavit, delivery of organizational documents, and receipt of tenant estoppel certificates — have been marked [REQUIREMENT SATISFIED].
Schedule B-II Exceptions (Marked Up)
1. Deed to Secure Debt in favor of Veltrano Capital Lending Corp., Loan 2-A. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement from GMP Buckhead LLC to Veltrano Capital Lending Corp., dated February 1, 2021, recorded February 5, 2021, in the Fulton County, Georgia deed records at Deed Book 60456, Page 789, securing indebtedness in the original principal amount of $52,800,000 (Loan 2-A under the Loan Agreement dated February 1, 2021). — [ACCEPTED — PERMITTED EXCEPTION] — This mortgage secures a portion of the assumed Veltrano Capital debt. Lender consent received May 17, 2024. The mortgage lien, together with all related assignments and UCC financing statements, constitutes a Permitted Exception under PSA Exhibit P, Category 6.
2. Reciprocal easement agreement for shared parking garage with adjacent property. Reciprocal Easement Agreement ("REA") between GMP Buckhead LLC (as successor) and Buckhead Gateway Associates, LLC, recorded in 2017 in the Fulton County, Georgia deed records at Deed Book 57890, Page 123, establishing reciprocal easements for shared use of a multi-level parking garage structure located partially on the subject property and partially on the adjacent parcel, together with associated vehicular and pedestrian access easements. — [ACCEPTED — PERMITTED EXCEPTION] — C&H and Talmadge Beaumont LLP (Catherine Beaumont) have reviewed this REA in detail. The agreement provides the subject property with valuable parking rights in the shared garage, including 450 dedicated parking spaces on levels 2 through 4. Maintenance, repair, and operating costs for the shared garage are allocated proportionately between the parties based on their respective parking space allocations (55% to the subject property; 45% to the adjacent parcel). The REA includes customary provisions for dispute resolution, insurance, and indemnification. C&H has confirmed that the obligations imposed on the subject property are proportionate and commercially reasonable. The REA constitutes a Permitted Exception under PSA Exhibit P.
3. Buckhead Special Public Interest District overlay. City of Atlanta Special Public Interest District No. 15 (Buckhead), established by City of Atlanta Zoning Ordinance, imposing additional development standards, design guidelines, signage restrictions, and transportation impact requirements applicable to properties within the Buckhead commercial district. — [ACCEPTED — PERMITTED EXCEPTION] — This overlay district is a governmental regulation consistent with the current office use of the property. Permitted Exception under PSA Exhibit P, Category 2.
4. City of Atlanta stormwater utility easement. Stormwater Utility Easement granted to the City of Atlanta Department of Watershed Management, recorded in the Fulton County, Georgia deed records, for stormwater conveyance infrastructure along the western boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area does not underlie building improvements. Permitted Exception under PSA Exhibit P, Category 3.
5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). This property has multiple office tenants, including several with long-term leases. Permitted Exception under PSA Exhibit P, Category 5.
6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.
7. UCC Financing Statement — Veltrano Capital Lending Corp. UCC Financing Statement filed by GMP Buckhead LLC, as debtor, in favor of Veltrano Capital Lending Corp., as secured party, filed with the Georgia Superior Court Clerks' Cooperative Authority in connection with Loan 2-A. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed Veltrano Capital loan. Permitted Exception under PSA Exhibit P, Category 6.
8. Declaration of condominium. The title commitment referenced a Declaration of Condominium recorded in the Fulton County, Georgia deed records that purported to encumber the subject parcel. — [REMOVED — ENDORSEMENT] — C&H raised this as a title objection item because the appearance of a condominium declaration on the commitment created a potential cloud on title and raised questions regarding the nature of the fee interest being acquired. Upon further examination, the Title Company (Kenneth Stanhope, Senior Vice President) confirmed that the referenced condominium declaration applies to the adjacent parcel and does not encumber the subject property. The Title Company has issued an endorsement affirmatively insuring that the subject property is not subject to any condominium regime or declaration of condominium. The exception has been removed from the commitment.
9. Lis pendens filed by former tenant. Notice of Lis Pendens filed by Chatfield & Monroe Consulting Group, LLP (a former tenant at the property), recorded on January 8, 2024, in the Fulton County, Georgia deed records at Deed Book 62790, Page 456, in connection with civil action styled Chatfield & Monroe Consulting Group, LLP v. GMP Buckhead LLC, Civil Action No. 2024-CV-001234, Superior Court of Fulton County, Georgia. — [REMOVED — CURED] — This lis pendens was identified as a Mandatory Cure Item under Section 5.3(d) of the PSA and was raised as one of the twenty-three (23) title objection items in C&H's Title Objection Letter. The underlying dispute related to the former tenant's claim for return of security deposit and alleged wrongful termination of its lease. During the cure period, Seller caused the underlying litigation to be dismissed with prejudice pursuant to a settlement agreement, and obtained an Order of Dismissal from the Superior Court of Fulton County, Georgia, entered on April 25, 2024. A Release of Lis Pendens was recorded in the Fulton County deed records at Deed Book 63234, Page 112, on April 29, 2024. The Title Company has confirmed removal of this exception from the commitment. C&H has reviewed the Order of Dismissal and the Release of Lis Pendens and confirmed that the matter is fully resolved.
Property 10: SouthPark Corporate Center
Additional Due Diligence Note: The PCA identified $250,000 in immediate repair costs at this property, including HVAC unit replacements and waterproofing repairs to the parking structure.
Schedule B-I Requirements (Marked Up)
All Schedule B-I requirements for this property have been satisfied, including vesting in GMP SouthPark LLC confirmed via Special Warranty Deed recorded in the Mecklenburg County, North Carolin