1036-00004 · Client 1036 · Title & Survey

title-affidavit-seller-executed.docx DOCUMENT Real Estate

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OWNER'S AFFIDAVIT

Made for the Benefit of Commonwealth National Title Insurance Company

In connection with the issuance of ALTA Owner's Policies of Title Insurance (2021 Form) for the properties described herein

Date of Execution: June 6, 2024

This Owner's Affidavit covers all fourteen (14) Target Entities and their respective real properties, each property addressed in a separate schedule or section as identified below and more particularly described in the legal descriptions set forth in Exhibit A attached hereto and incorporated herein by reference.

RECITALS AND INTRODUCTORY STATEMENT

STATE OF GEORGIA

COUNTY OF FULTON

Before me, the undersigned Notary Public, on this 6th day of June, 2024, personally appeared Victor Lansdell (the "Affiant"), who, being first duly sworn, deposes and states as follows:

Affiant is the Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (EIN: 83-1520984). GMC serves in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or "Seller"), having a registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205).

Affiant is duly authorized to execute this Owner's Affidavit on behalf of GMC, which in turn is duly authorized to act on behalf of GMP Fund III and on behalf of each of the following target entities (each, a "Company" and collectively, the "Companies"), each of which is a Delaware limited liability company and a wholly-owned subsidiary of GMP Fund III, with GMP Fund III serving as the sole member thereof:

This Owner's Affidavit is made to induce Commonwealth National Title Insurance Company (the "Title Company"), with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, to issue its ALTA Owner's Policies of Title Insurance (2021 Form) in the aggregate insured amount of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000.00), allocated among the Properties as set forth in the applicable title commitments issued by the Title Company, in connection with the transfer of one hundred percent (100%) of the membership interests in each Company from GMP Fund III to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA").

Each Company is the current fee simple owner of the real property described in Exhibit A attached hereto and incorporated herein by reference (individually, a "Property" and collectively, the "Properties"), with legal descriptions corresponding to PSA Exhibit A. The Properties are located in five (5) states: the State of Georgia, the State of Texas, the State of Florida, the State of Tennessee, and the State of North Carolina.

Affiant, having personal knowledge of the facts stated herein and being duly authorized to make this affidavit, hereby represents, warrants, and affirms the following:

SECTION 1 — AUTHORITY AND ORGANIZATION

1.1 GMP Fund III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by its Certificate of Limited Partnership filed with the Delaware Secretary of State on March 19, 2018, and all amendments thereto. GMP Fund III has not been dissolved, merged, or consolidated with any other entity and has not otherwise ceased to exist under the laws of the State of Delaware.

1.2 GMC is the sole general partner of GMP Fund III and has full power and authority under the Amended and Restated Agreement of Limited Partnership of GMP Fund III, dated as of April 1, 2018, to execute this Owner's Affidavit and to consummate the transactions contemplated by the PSA, including but not limited to the transfer of one hundred percent (100%) of the membership interests in each Company to Buyer.

1.3 Each Company is a single-purpose Delaware limited liability company, duly organized, validly existing, and in good standing in the State of Delaware, and is qualified to do business and is in good standing in the state in which its respective Property is located. Specifically:

(a) GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC are each qualified to do business in the State of Georgia;

(b) GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC are each qualified to do business in the State of Texas;

(d) GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC are each qualified to do business in the State of Tennessee; and

(e) GMP SouthPark LLC is qualified to do business in the State of North Carolina.

1.4 GMP Fund III is the sole member of each Company. No other person or entity holds any membership interest, equity interest, or other ownership interest in any Company.

1.5 Victor Lansdell is authorized to act on behalf of GMC, which in turn acts on behalf of GMP Fund III and each Company, pursuant to resolutions duly adopted by the Board of Managers of GMC and the general partner of GMP Fund III, copies of which are attached to the Secretary's Certificate delivered concurrently herewith. No further consent, approval, or authorization is required for the execution and delivery of this Owner's Affidavit or for the consummation of the transactions contemplated by the PSA.

1.6 For purposes of this Owner's Affidavit and the PSA, "Seller's Knowledge" or "to Affiant's knowledge" means the actual knowledge of the following individuals, after reasonable inquiry and investigation: Victor Lansdell (Co-Founder & Managing Partner, GMC), Elise Rathborne (Chief Financial Officer, GMC), and Sean Kilpatrick (Senior Vice President — Portfolio Management, GMC and Portfolio Manager of Argyle Property Services LLC) (collectively, the "Seller's Knowledge Individuals").

SECTION 2 — OWNERSHIP AND POSSESSION

2.1 Each Company is the owner in fee simple absolute of its respective Property and has been in continuous, uninterrupted possession thereof since the date of acquisition, with the Properties having been acquired between 2019 and 2021. No Company has at any time abandoned, relinquished, or surrendered possession of its Property or any portion thereof. The chain of title to each Property is complete and unbroken from the original source of title to the applicable Company.

2.2 No other person or entity has any right, title, interest, or claim in or to any Property or any portion thereof, whether legal or equitable, recorded or unrecorded, other than as disclosed in the title commitments issued by Commonwealth National Title Insurance Company and accepted as Permitted Exceptions under the PSA (PSA Exhibit P). Affiant is not aware of any adverse claim, pending claim, or potential claim of ownership or interest in any Property by any third party.

2.3 No Company has conveyed, mortgaged, pledged, hypothecated, encumbered, or otherwise transferred any interest in its Property, whether in whole or in part, except as reflected in the public records of the applicable county or jurisdiction and as disclosed in the title commitments. The existing encumbrances of record include, without limitation, the following mortgage liens:

(a) Mortgage liens and related security instruments in favor of Pinnacle Federal Bank, N.A., securing eight (8) logistics properties (Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, and Murfreesboro Distribution Center);

(b) Mortgage liens and related security instruments in favor of Veltrano Capital Lending Corp., securing four (4) office properties (Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building); and

(c) Mortgage liens and related security instruments in favor of Sycamore Life Insurance Company, securing two (2) logistics properties (Peachtree Corners Logistics Center and Mount Juliet Commerce Park);

with an aggregate outstanding principal balance of Six Hundred Twelve Million and No/100 Dollars ($612,000,000.00) as of February 28, 2024 (the effective date of the PSA).

2.4 No Company has executed or delivered any deed, conveyance, assignment, or other instrument purporting to transfer any interest in any Property that has not been recorded in the official public records of the applicable county or jurisdiction.

SECTION 3 — LIENS AND ENCUMBRANCES

3.1 No Company has incurred any indebtedness secured by its Property other than the existing mortgage loans identified in PSA Exhibit Q (Assumed Loan Documents List) and more particularly described in Section 16 of this Owner's Affidavit and in Exhibit B attached hereto. No Company has granted any security interest, deed of trust, mortgage lien, or similar encumbrance against its Property other than those of record and those included in the Permitted Exceptions.

3.2 There are no unpaid or unsatisfied mortgages, deeds of trust, deeds to secure debt, judgments, tax liens, federal tax liens, state tax liens, mechanic's liens, materialman's liens, lis pendens, or other liens, charges, or encumbrances of any kind or nature against any Property, other than the Permitted Exceptions identified in the title commitments issued by the Title Company and accepted under the PSA. To Affiant's knowledge, no event has occurred that would give rise to any such lien or encumbrance.

3.3 All real property taxes and assessments due and payable as of the date hereof have been paid in full by the applicable Company, or will be prorated at closing in accordance with Section 12.3 of the PSA. The estimated 2024 real property taxes for the entire portfolio are approximately Fourteen Million Seven Hundred Sixty Thousand and No/100 Dollars ($14,760,000.00) on an annual basis. Seller's proration share of such taxes through June 6, 2024 (the closing date), calculated on a per diem basis, is estimated at Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One and No/100 Dollars ($6,332,951.00). Such proration is subject to post-closing true-up and reconciliation in accordance with the PSA.

3.4 No Company has received any notice of any special assessments, whether levied, pending, or contemplated, by any governmental authority, municipal improvement district, community development district, or homeowners or property owners association that have not been disclosed to Buyer and the Title Company. To Affiant's knowledge, no such special assessments are pending or contemplated.

3.5 No Company has received any notice of any unpaid utility charges, sewer assessments, water assessments, or other similar charges that could give rise to a lien against any Property.

SECTION 4 — MECHANIC'S LIENS AND CONSTRUCTION

4.1 No improvements, alterations, renovations, or repairs have been made to any Property within the applicable mechanic's lien filing period under the laws of the state in which such Property is located for which full payment has not been made. All contractors, subcontractors, laborers, materialmen, and suppliers who have performed work or furnished materials for the improvement of any Property have been paid in full for such work and materials.

4.2 No Company has entered into any contract, agreement, purchase order, or work authorization for labor, services, or materials for the improvement of any Property that remains unpaid, unsatisfied, or outstanding, or for which a mechanic's lien, materialman's lien, or any similar statutory lien could be filed or asserted.

4.3 No construction, alteration, renovation, repair, or improvement work is currently in progress on any Property, and no materials have been delivered to any Property, for which a mechanic's lien, materialman's lien, or any similar statutory lien could be asserted under the laws of the applicable state.

4.4 Notwithstanding the foregoing, Affiant discloses the following with respect to property condition assessment ("PCA") items: Rampart Building Sciences, Inc. has conducted property condition assessments for all fourteen (14) Properties. In connection with such assessments, estimated immediate repair costs totaling Two Million One Hundred Forty Thousand and No/100 Dollars ($2,140,000.00) have been identified at four (4) Properties, allocated as follows:

(a) Buckhead Place Office Tower (GMP Buckhead LLC): $890,000.00 — relating to HVAC system component replacements, cooling tower refurbishment, and parking deck expansion joint repairs;

(b) Cool Springs Office Park (GMP Cool Springs LLC): $620,000.00 — relating to roofing membrane repairs, stormwater management improvements, and exterior caulking and sealant replacement;

(c) Lakeland Crossings Industrial (GMP Lakeland LLC): $380,000.00 — relating to dock leveler and dock door replacements, concrete flatwork repairs, and fire suppression system inspections; and

(d) SouthPark Corporate Center (GMP SouthPark LLC): $250,000.00 — relating to elevator modernization engineering study, facade sealant repairs, and emergency generator load bank testing.

As of the date hereof, none of the foregoing repair work has been performed, and no contracts for such work have been executed by any Company. In accordance with Section 9.2(d) of the PSA, a credit in the amount of One Million Seventy Thousand and No/100 Dollars ($1,070,000.00) (representing fifty percent (50%) of the estimated immediate repair costs) is being applied at closing as a reduction to the purchase price.

SECTION 5 — TENANTS AND LEASES

5.1 The Properties are subject to a total of eighty-seven (87) leases in the aggregate, as set forth in the rent roll attached to the PSA as Exhibit H (the "Rent Roll"), which is dated as of December 31, 2023. The Rent Roll accurately reflects all leases, amendments, modifications, supplements, and side letters in effect as of such date with respect to each Property, including tenant name, suite or unit number, rentable square footage, commencement and expiration dates, base rent, escalation provisions, and renewal options.

5.2 The aggregate annual in-place base rent for the portfolio is Seventy-Four Million Eight Hundred Thousand and No/100 Dollars ($74,800,000.00). The weighted-average occupancy across the portfolio is 93.2%, with the logistics properties (ten (10) Properties) reflecting a weighted-average occupancy of 96.1% and the office properties (four (4) Properties) reflecting a weighted-average occupancy of 82.7%.

5.3 Aggregate tenant security deposits held by the Companies total Four Million Two Hundred Eighty-Three Thousand and No/100 Dollars ($4,283,000.00). All such security deposits are held in the respective Company's operating accounts at Magnolia Commerce Bank, N.A., in accordance with the requirements of the applicable leases and applicable state law. A schedule of all tenant security deposits, organized by Property and by tenant, has been delivered to Buyer as part of PSA Exhibit H. All such security deposits shall be transferred or credited to Buyer at closing in accordance with the PSA.

5.4 No tenant under any lease has any right, option, or privilege to purchase any Property or any portion thereof, or any right of first refusal or right of first offer with respect to any Property, except as specifically disclosed in the leases delivered to Buyer during the due diligence period and identified in the applicable disclosure schedules. To Affiant's knowledge, no tenant has exercised or given notice of its intent to exercise any such right.

5.5 To Affiant's knowledge, no tenant is in material default under its lease as of the date hereof, and no Company (as landlord) is in material default under any lease as of the date hereof, except as may be disclosed in the Seller's disclosure schedules (PSA Schedule 1 and Schedules 2-1 through 2-14). No Company has sent any notice of default to any tenant, and no Company has received any notice of default from any tenant, that remains uncured, except as disclosed in such schedules.

5.6 Tenant estoppel certificates have been obtained from tenants representing 91.4% of in-place annual base rent, constituting Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred and No/100 Dollars ($68,371,200.00) of the aggregate Seventy-Four Million Eight Hundred Thousand and No/100 Dollars ($74,800,000.00) of in-place annual base rent. This exceeds the PSA-required threshold of eighty percent (80%) of in-place annual base rent (Fifty-Nine Million Eight Hundred Forty Thousand and No/100 Dollars ($59,840,000.00)). Copies of all estoppel certificates received have been delivered to Buyer and the Title Company.

SECTION 6 — PARTIES IN POSSESSION

6.1 No persons or entities are in possession of any Property, or any portion thereof, other than the tenants under the leases identified in PSA Exhibit H and Argyle Property Services LLC, a Seller affiliate, which serves as the property manager for all fourteen (14) Properties. Argyle Property Services LLC maintains its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326. The portfolio manager responsible for overseeing the day-to-day management of the Properties is Sean Kilpatrick, Senior Vice President — Portfolio Management.

6.2 No Property is subject to any unrecorded leases, subleases, occupancy agreements, licenses, concession agreements, management agreements (other than the property management agreements with Argyle Property Services LLC), or other rights of possession, whether written or oral, other than as disclosed in the PSA and its exhibits and schedules. To Affiant's knowledge, no person or entity has claimed, or is currently claiming, any right to occupy or use any portion of any Property other than the tenants identified in the Rent Roll and Argyle Property Services LLC as property manager.

6.3 To Affiant's knowledge, no tenant has assigned its lease or sublet all or any portion of its premises without the prior written consent of the applicable Company, except as disclosed in the leases and the applicable disclosure schedules.

SECTION 7 — LITIGATION AND DISPUTES

7.1 To Affiant's knowledge, there is no pending or threatened litigation, arbitration, mediation, administrative proceeding, governmental investigation, enforcement action, or other legal proceeding of any kind or nature affecting any Property or any Company that could result in a lien, judgment, encumbrance, or charge against any Property, or that could materially impair the use, value, or marketability of any Property, except as disclosed in PSA Exhibit J (List of Pending Litigation) and the disclosure schedules delivered to Buyer.

7.2 No condemnation proceeding, eminent domain proceeding, or governmental taking of any kind is pending, or, to Affiant's knowledge, threatened or contemplated, with respect to any Property or any portion thereof. No Company has received any notice from any governmental authority, agency, or instrumentality indicating that any such proceeding is being considered or investigated.

7.3 To Affiant's knowledge, no Company has received any notice of violation, citation, order, directive, or other communication from any governmental authority alleging a violation of any applicable law, ordinance, regulation, code, or order with respect to any Property that remains uncured or unresolved, except as disclosed in the disclosure schedules.

SECTION 8 — BOUNDARY AND SURVEY MATTERS

8.1 To Affiant's knowledge, ALTA/NSPS Land Title Surveys, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including all Table A optional items requested by Buyer, have been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for all fourteen (14) Properties. Copies of such surveys have been delivered to Buyer and the Title Company and are being certified to Buyer, the Title Company, and Buyer's lender (if applicable) as of a date no earlier than ninety (90) days prior to the closing date.

8.2 To Affiant's knowledge, the improvements on each Property are located entirely within the boundary lines of the Property and do not encroach upon any easement, setback line, building restriction line, or restricted area, except as shown on the surveys and accepted as Permitted Exceptions under the PSA. To Affiant's knowledge, no improvements on any adjoining property encroach upon any Property.

8.3 To Affiant's knowledge, there are no boundary disputes, boundary line disagreements, or overlapping claims between any Company and any adjoining landowner or occupant. No Company has received any notice or claim from any adjoining property owner or governmental authority asserting any encroachment, boundary discrepancy, or survey inconsistency.

SECTION 9 — ENVIRONMENTAL MATTERS

9.1 To Affiant's knowledge, no Company has used, generated, manufactured, stored, treated, released, discharged, or disposed of any hazardous substances, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants, asbestos-containing materials, lead-based paint, mold, petroleum products, or underground storage tanks on, at, under, or from any Property in violation of any applicable federal, state, or local environmental law, regulation, or ordinance, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Water Act, the Clean Air Act, and their state law counterparts.

9.2 Phase I Environmental Site Assessments, conducted in accordance with ASTM Standard E1527-21, have been prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) for all fourteen (14) Properties. Twelve (12) Properties reported no recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs"). Two (2) Properties reported de minimis recognized environmental conditions, as follows:

(a) Westlake Distribution Hub (GMP Westlake LLC): A historical recognized environmental condition relating to a former petroleum release from an underground storage tank on an adjacent property, which has been remediated and received regulatory closure from the Texas Commission on Environmental Quality. No further investigation or remediation is required, and no Phase II Environmental Site Assessment was recommended.

(b) Lakeland Crossings Industrial (GMP Lakeland LLC): A controlled recognized environmental condition relating to a historical pesticide application program on a former agricultural parcel now underlying a portion of the property, for which institutional controls are in place and no further investigation or remediation is required. No Phase II Environmental Site Assessment was recommended.

9.3 To Affiant's knowledge, no Company has received any notice of violation, notice of potential liability, information request, demand letter, or other communication from any federal, state, or local governmental authority, or from any third party, regarding environmental conditions at or affecting any Property.

SECTION 10 — TAXES AND ASSESSMENTS

10.1 All federal, state, and local taxes owed by each Company, including but not limited to income taxes, franchise taxes, sales taxes, use taxes, withholding taxes, and employment taxes, have been paid in full or will be prorated at closing in accordance with the PSA. No Company has any outstanding tax liability that could give rise to a lien against any Property.

10.2 Each Company's Employer Identification Number (EIN) is set forth in the table in the Recitals section of this Owner's Affidavit. Each Company has filed all required federal, state, and local tax returns and reports, and all such returns and reports are true, correct, and complete in all material respects. No Company is currently the subject of any tax audit, tax examination, or tax deficiency proceeding by any federal, state, or local taxing authority.

10.3 No Company is a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA"). GMP Fund III's Employer Identification Number is 83-1647205. A separate non-foreign affidavit and certification in compliance with FIRPTA and the regulations promulgated thereunder is being delivered by GMP Fund III concurrently herewith as a condition to closing under the PSA. Each Company has a United States taxpayer identification number as set forth above and is a domestic entity for federal income tax purposes.

SECTION 11 — BANKRUPTCY AND INSOLVENCY

11.1 No Company, GMP Fund III, or GMC has filed any petition in bankruptcy under Title 11 of the United States Code or under any state insolvency law, been adjudicated a bankrupt or insolvent, made a general assignment for the benefit of creditors, or had a receiver, trustee, custodian, or conservator appointed for any of its assets or properties.

11.2 No proceedings in bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation, or similar proceedings are pending or, to Affiant's knowledge, threatened with respect to any Company, GMP Fund III, or GMC. No Company, GMP Fund III, or GMC has consented to, or acquiesced in, the institution of any such proceedings.

11.3 Each Company, GMP Fund III, and GMC is solvent and able to pay its debts as they become due in the ordinary course of business. The execution and delivery of this Owner's Affidavit and the consummation of the transactions contemplated by the PSA will not render any Company, GMP Fund III, or GMC insolvent or unable to pay its debts as they become due.

SECTION 12 — UNRECORDED INTERESTS

12.1 To Affiant's knowledge, there are no unrecorded easements, rights-of-way, encroachments, overlapping boundary lines, options, rights of first refusal, rights of first offer, development agreements, reciprocal easement agreements, declarations of covenants, conditions and restrictions, or other interests, agreements, or instruments affecting any Property that are not disclosed in the title commitments issued by the Title Company and the PSA disclosure schedules. Affiant has conducted a reasonable investigation and inquiry of Seller's Knowledge Individuals and has reviewed the files and records maintained by Argyle Property Services LLC with respect to each Property.

12.2 No Company has granted any options to purchase, rights of first refusal, rights of first offer, or other preferential purchase rights with respect to any Property or any portion thereof, except as may be contained in the tenant leases identified in the Rent Roll and disclosed during the due diligence period. To Affiant's knowledge, no such option or right has been exercised or is currently exercisable.

SECTION 13 — UCC AND PERSONAL PROPERTY LIENS

13.1 To Affiant's knowledge, there are no UCC financing statements filed against any Company or any of its assets (including without limitation its interest in the applicable Property and the personal property, fixtures, equipment, and other tangible and intangible property located thereon) other than the following:

(a) UCC financing statements filed in connection with the existing mortgage loans and the collateral assignment of leases, rents, and profits thereunder, as more particularly described in Section 16 of this Owner's Affidavit; and

(b) UCC financing statements that are being released or terminated at or prior to closing by the filing of UCC-3 Amendments (Terminations) with the Delaware Secretary of State, as applicable.

13.2 UCC-3 Amendment/Termination Filings are being prepared for filing with the Delaware Secretary of State to release and terminate all UCC financing statements securing Seller's pledges of its membership interests in the Companies and all other UCC financing statements that are not being assumed by Buyer. Confirmation of such filings will be delivered to the Title Company promptly following closing.

SECTION 14 — SERVICE CONTRACTS AND MANAGEMENT

14.1 Each Property is currently managed by Argyle Property Services LLC, a Seller affiliate, pursuant to property management agreements entered into between each Company and Argyle Property Services LLC. Such property management agreements will be terminated effective as of the closing date.

14.2 There are sixty-three (63) service contracts in effect across the portfolio, covering various services including but not limited to landscaping, janitorial, security, elevator maintenance, HVAC maintenance, fire and life safety, pest control, waste management, and general building maintenance, as identified in PSA Exhibit I (List of Service Contracts). Buyer has elected to assume certain of such service contracts and to terminate certain others, in each case in accordance with the PSA.

14.3 A Transition Services Agreement is being executed concurrently herewith between Argyle Property Services LLC and Fairwater Property Management LLC (an affiliate of Buyer) for a ninety (90)-day post-closing transition period, during which Argyle Property Services LLC will provide transitional property management, accounting, tenant coordination, and vendor management services at a fee of Three Hundred Seventy-Five Thousand and No/100 Dollars ($375,000.00) per month. The terms and conditions of the Transition Services Agreement have been agreed upon by the parties and are set forth in the executed agreement delivered concurrently herewith.

SECTION 15 — INSURANCE

15.1 Each Property is currently insured under property, general liability, umbrella/excess liability, and other insurance policies maintained by or on behalf of the applicable Company, in amounts and with coverage types consistent with the requirements of the applicable mortgage loan documents and industry standards for properties of similar type, size, and location.

15.2 The existing insurance coverage for all fourteen (14) Properties has been reviewed by Hartwick Gunderson & Associates, Inc. (Peter Langford, Account Executive, Insurance Advisory Division), and a summary of such coverage, including policy numbers, carriers, coverage limits, deductibles, and expiration dates, has been delivered to Buyer.

15.3 Replacement insurance policies with Ironclad Indemnity Insurance Company are being bound effective as of the closing date, June 6, 2024, naming Buyer and Buyer's designees as named insureds and additional insureds, as applicable, and meeting all requirements of the assumed mortgage loan documents and the PSA. Evidence of such replacement coverage will be delivered to the Title Company and the applicable mortgage lenders at or prior to closing.

SECTION 16 — EXISTING MORTGAGE LOANS

16.1 The following existing mortgage loans encumber the Properties and are being assumed by Buyer with the written consent of the applicable lender, in accordance with the PSA and the applicable loan documents:

Pinnacle Federal Bank, N.A.

Loan Facility: Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2021, and that certain Second Amendment to Master Loan Agreement dated June 15, 2022, by and among the applicable Company borrowers and Pinnacle Federal Bank, N.A., as lender (the "Pinnacle Loan").

Individual Loans: Loans 1-A through 1-H, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following eight (8) logistics properties: Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, and Murfreesboro Distribution Center.

Aggregate Outstanding Principal Balance: Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000.00).

Fixed Interest Rate: 4.22% per annum.

Maturity Date: July 1, 2028.

Lender Consent: The written consent of Pinnacle Federal Bank, N.A. to the assumption of the Pinnacle Loan by Buyer was executed on June 4, 2024. A copy of such consent letter has been delivered to the Title Company.

Consent Fee: One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00), representing 0.25% of the aggregate outstanding principal balance, payable at closing.

Veltrano Capital Lending Corp.

Loan Facility: Loan Agreement dated February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated August 15, 2022, by and among the applicable Company borrowers and Veltrano Capital Lending Corp., as lender (the "Veltrano Loan").

Individual Loans: Loans 2-A through 2-D, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following four (4) office properties: Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building.

Aggregate Outstanding Principal Balance: One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000.00).

Fixed Interest Rate: 4.68% per annum.

Maturity Date: March 1, 2029.

Lender Consent: The written consent of Veltrano Capital Lending Corp. to the assumption of the Veltrano Loan by Buyer was executed on May 17, 2024. A copy of such consent letter has been delivered to the Title Company.

Consent Fee: Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500.00), representing 0.50% of the aggregate outstanding principal balance, payable at closing.

Sycamore Life Insurance Company

Loan Facility: Note Purchase Agreement dated November 22, 2019, as amended by that certain First Amendment to Note Purchase Agreement dated April 10, 2020, by and among the applicable Company borrowers and Sycamore Life Insurance Company, as note purchaser (the "Sycamore Loan").

Individual Loans: Loans 3-A and 3-B, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following two (2) logistics properties: Peachtree Corners Logistics Center and Mount Juliet Commerce Park.

Aggregate Outstanding Principal Balance: Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000.00).

Fixed Interest Rate: 3.95% per annum.

Maturity Date: December 1, 2030.

Lender Consent: The written consent of Sycamore Life Insurance Company to the assumption of the Sycamore Loan by Buyer was executed on May 22, 2024. A copy of such consent letter has been delivered to the Title Company.

Consent Fee: Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125.00), representing 0.125% of the aggregate outstanding principal balance, payable at closing.

16.2 The total assumed debt across all three loan facilities is Six Hundred Twelve Million and No/100 Dollars ($612,000,000.00). All loan payments, including principal, interest, escrow deposits, and reserve contributions, due and payable as of the closing date have been made current by the applicable Company borrowers. Interest on each loan shall be prorated as of the closing date (June 6, 2024) in accordance with the PSA and the applicable lender consent letters.

16.3 Replacement guaranty agreements are being executed by Fairwater Real Estate Investment Trust to replace GMP Fund III as the carve-out guarantor and environmental indemnitor under each loan facility. The form of each replacement guaranty has been approved by the applicable lender and is being delivered concurrently herewith.

SECTION 17 — NO UNDISCLOSED AGREEMENTS

17.1 No Company is a party to any agreement, contract, option, commitment, understanding, or arrangement, whether written or oral, that would bind Buyer or any Property after the closing, other than the leases identified in PSA Exhibit H, the service contracts identified in PSA Exhibit I, the loan documents identified in PSA Exhibit Q, the Permitted Exceptions, and other matters specifically disclosed in the PSA and its exhibits and schedules. No Company has any continuing obligations or liabilities that would be binding on Buyer or any Property after the closing, except as expressly assumed by Buyer pursuant to the PSA.

17.2 No Company has entered into any agreement, letter of intent, memorandum of understanding, or other instrument to sell, convey, assign, transfer, or otherwise dispose of any Property or any interest therein to any person or entity other than Buyer under the PSA. No Company has engaged in any negotiations or discussions with any third party regarding the potential sale, transfer, or disposition of any Property or any interest therein, other than the transaction with Buyer contemplated by the PSA.

SECTION 18 — ZONING

18.1 To Affiant's knowledge, each Property complies in all material respects with all applicable zoning laws, land use ordinances, building codes, and regulations of the municipality, county, and state in which such Property is located. No Company has received any notice of any zoning violation, building code violation, or land use violation with respect to any Property that remains uncured or unresolved.

18.2 Zoning confirmation letters (or zoning compliance letters, zoning verification letters, or similar documentation, as applicable in each jurisdiction) have been obtained for all fourteen (14) Properties, confirming the current zoning classification of each Property and the permitted uses thereunder. Copies of such zoning confirmation letters have been delivered to Buyer and the Title Company.

18.3 To Affiant's knowledge, no rezoning application, variance request, conditional use permit application, or other zoning-related proceeding is pending or contemplated with respect to any Property or any adjoining property that could materially affect the use, value, or development potential of any Property.

SECTION 19 — OFAC AND ANTI-MONEY LAUNDERING

19.1 Neither GMP Fund III, GMC, any Company, nor, to Affiant's knowledge, any of their respective direct or indirect beneficial owners, partners, members, managers, officers, directors, or principals, is a person or entity (a) with whom transactions are prohibited under the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including but not limited to persons or entities identified on the Specially Designated Nationals and blocked Persons List (the "SDN List") or the Sectoral Sanctions Identifications List maintained by OFAC; (b) that is owned or controlled by, or is acting on behalf of, any person or entity on the SDN List; or (c) that is located in, organized under the laws of, or a national or resident of any country or territory that is the subject of comprehensive territorial sanctions administered by OFAC (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

19.2 Neither GMP Fund III, GMC, nor any Company has engaged in any transaction or conduct that violates, or could reasonably be expected to violate, any applicable anti-money laundering law, regulation, or executive order, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, and the regulations promulgated by the Financial Crimes Enforcement Network (FinCEN).

SECTION 20 — INDEMNIFICATION

20.1 GMP Fund III, for itself and on behalf of each Company, hereby agrees to indemnify, defend, and hold harmless Commonwealth National Title Insurance Company, its successors, assigns, officers, directors, employees, agents, and representatives, against any and all loss, cost, damage, liability, claim, demand, or expense (including reasonable attorneys' fees and court costs) arising from or in connection with any inaccuracy in, or breach of, any statement, representation, warranty, or certification contained in this Owner's Affidavit.

20.2 This indemnification obligation shall survive the closing of the transactions contemplated by the PSA and the issuance of the ALTA Owner's Policies of Title Insurance by Commonwealth National Title Insurance Company, and shall not be merged with any deed, assignment, or other conveyance instrument delivered at closing. The indemnification obligation set forth in this Section 20 shall be a continuing obligation of GMP Fund III and shall not be limited by the aggregate insured amount of the title policies or the aggregate purchase price under the PSA.

SECTION 21 — RELIANCE

21.1 Affiant acknowledges and agrees that this Owner's Affidavit is being delivered for the express purpose of inducing Commonwealth National Title Insurance Company to issue its ALTA Owner's Policies of Title Insurance (2021 Form) for each Property, in the aggregate insured amount of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000.00), allocated among the Properties as set forth in the applicable title commitments.

21.2 Affiant understands and acknowledges that Commonwealth National Title Insurance Company will rely upon the truth, accuracy, and completeness of the statements, representations, warranties, and certifications contained in this Owner's Affidavit in determining whether to issue such title policies and in establishing the terms, conditions, and exceptions set forth therein. Affiant further understands that any material inaccuracy or omission in this Owner's Affidavit may constitute grounds for rescission, cancellation, or modification of any title policy issued in reliance hereon.

21.3 The Title Company's designated officers for this transaction are:

Title Officer: Kenneth Stanhope, Senior Vice President, Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.

National Counsel: Virginia Moorehead, AVP, Commonwealth National Title Insurance Company, National Underwriting Counsel Division.

AFFIANT'S CERTIFICATION AND SIGNATURE

The undersigned, being duly sworn, deposes and says that all statements contained herein are true and correct to the best of the undersigned's knowledge, information, and belief. The undersigned further acknowledges that this Owner's Affidavit is being executed and delivered with the intent that Commonwealth National Title Insurance Company and Fairwater Real Estate Investment Trust shall rely upon the truthfulness and accuracy of the statements and representations made herein.

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

NOTARIAL ACKNOWLEDGMENT

STATE OF GEORGIA

COUNTY OF FULTON

Before me, the undersigned Notary Public, on this 6th day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the sole General Partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity on behalf of which the person acted, executed the instrument.

Affiant was duly sworn and stated under oath that the statements, representations, warranties, and certifications contained in the foregoing Owner's Affidavit are true and correct to the best of his knowledge, information, and belief.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of Georgia

My Commission Expires: ____

[NOTARIAL SEAL]

EXHIBIT A

LEGAL DESCRIPTIONS OF THE PROPERTIES

(Cross-reference to PSA Exhibit A — Legal Descriptions)

The Properties and their legal descriptions are set forth below, organized by Property number, corresponding to the property table set forth in the Recitals section of this Owner's Affidavit. Each legal description is introduced by the Property name, street address, city, state, county, and the name of the owning Target Entity.

Property No. 1

Property Name: Fairfield Logistics Center I Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 City: Fairburn County: Fulton State: Georgia Owning Entity: GMP Fairfield I LLC (EIN: 84-2310561)

Legal Description: See PSA Exhibit A, Legal Description No. 1, attached hereto and incorporated herein by reference.

Property No. 2

Property Name: Fairfield Logistics Center II Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 City: Fairburn County: Fulton State: Georgia Owning Entity: GMP Fairfield II LLC (EIN: 84-2310578)

Legal Description: See PSA Exhibit A, Legal Description No. 2, attached hereto and incorporated herein by reference.

Property No. 3

Property Name: Westlake Distribution Hub Address: 11500 Westlake Parkway, Houston, TX 77082 City: Houston County: Harris State: Texas Owning Entity: GMP Westlake LLC (EIN: 84-2415693)

Legal Description: See PSA Exhibit A, Legal Description No. 3, attached hereto and incorporated herein by reference.

Property No. 4

Property Name: Katy Freeway Logistics Park Address: 22600 Katy Freeway, Katy, TX 77449 City: Katy County: Harris State: Texas Owning Entity: GMP Katy LLC (EIN: 84-2415710)

Legal Description: See PSA Exhibit A, Legal Description No. 4, attached hereto and incorporated herein by reference.

Property No. 5

Property Name: Alliance Commerce Center Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 City: Fort Worth County: Tarrant / Denton State: Texas Owning Entity: GMP Alliance LLC (EIN: 84-2415728)

Legal Description: See PSA Exhibit A, Legal Description No. 5, attached hereto and incorporated herein by reference.

Property No. 6

Property Name: Lakeland Crossings Industrial Address: 7100 Drane Field Road, Lakeland, FL 33811 City: Lakeland County: Polk State: Florida Owning Entity: GMP Lakeland LLC (EIN: 84-2527834)

Legal Description: See PSA Exhibit A, Legal Description No. 6, attached hereto and incorporated herein by reference.

Property No. 7

Property Name: Southport Logistics Park Address: 3200 Southport Connector Road, Jacksonville, FL 32218 City: Jacksonville County: Duval State: Florida Owning Entity: GMP Southport LLC (EIN: 84-2527849)

Legal Description: See PSA Exhibit A, Legal Description No. 7, attached hereto and incorporated herein by reference.

Property No. 8

Property Name: Murfreesboro Distribution Center Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 City: Murfreesboro County: Rutherford State: Tennessee Owning Entity: GMP Murfreesboro LLC (EIN: 84-2527856)

Legal Description: See PSA Exhibit A, Legal Description No. 8, attached hereto and incorporated herein by reference.

Property No. 9

Property Name: Buckhead Place Office Tower Address: 3380 Peachtree Road NE, Atlanta, GA 30326 City: Atlanta County: Fulton State: Georgia Owning Entity: GMP Buckhead LLC (EIN: 84-2639901)

Legal Description: See PSA Exhibit A, Legal Description No. 9, attached hereto and incorporated herein by reference.

Property No. 10

Property Name: SouthPark Corporate Center Address: 6200 Fairview Road, Charlotte, NC 28210 City: Charlotte County: Mecklenburg State: North Carolina Owning Entity: GMP SouthPark LLC (EIN: 84-2639918)

Legal Description: See PSA Exhibit A, Legal Description No. 10, attached hereto and incorporated herein by reference.

OWNER'S AFFIDAVIT
Made for the Benefit of Commonwealth National Title Insurance Company
In connection with the issuance of ALTA Owner's Policies of Title Insurance (2021 Form) for the properties described herein
Date of Execution: June 6, 2024
This Owner's Affidavit covers all fourteen (14) Target Entities and their respective real properties, each property addressed in a separate schedule or section as identified below and more particularly described in the legal descriptions set forth in Exhibit A attached hereto and incorporated herein by reference.
RECITALS AND INTRODUCTORY STATEMENT
STATE OF GEORGIA
COUNTY OF FULTON
Before me, the undersigned Notary Public, on this 6th day of June, 2024, personally appeared Victor Lansdell (the "Affiant"), who, being first duly sworn, deposes and states as follows:
Affiant is the Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (EIN: 83-1520984). GMC serves in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or "Seller"), having a registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205).
Affiant is duly authorized to execute this Owner's Affidavit on behalf of GMC, which in turn is duly authorized to act on behalf of GMP Fund III and on behalf of each of the following target entities (each, a "Company" and collectively, the "Companies"), each of which is a Delaware limited liability company and a wholly-owned subsidiary of GMP Fund III, with GMP Fund III serving as the sole member thereof:
This Owner's Affidavit is made to induce Commonwealth National Title Insurance Company (the "Title Company"), with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, to issue its ALTA Owner's Policies of Title Insurance (2021 Form) in the aggregate insured amount of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000.00), allocated among the Properties as set forth in the applicable title commitments issued by the Title Company, in connection with the transfer of one hundred percent (100%) of the membership interests in each Company from GMP Fund III to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA").
Each Company is the current fee simple owner of the real property described in Exhibit A attached hereto and incorporated herein by reference (individually, a "Property" and collectively, the "Properties"), with legal descriptions corresponding to PSA Exhibit A. The Properties are located in five (5) states: the State of Georgia, the State of Texas, the State of Florida, the State of Tennessee, and the State of North Carolina.
Affiant, having personal knowledge of the facts stated herein and being duly authorized to make this affidavit, hereby represents, warrants, and affirms the following:
SECTION 1 — AUTHORITY AND ORGANIZATION
1.1 GMP Fund III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by its Certificate of Limited Partnership filed with the Delaware Secretary of State on March 19, 2018, and all amendments thereto. GMP Fund III has not been dissolved, merged, or consolidated with any other entity and has not otherwise ceased to exist under the laws of the State of Delaware.
1.2 GMC is the sole general partner of GMP Fund III and has full power and authority under the Amended and Restated Agreement of Limited Partnership of GMP Fund III, dated as of April 1, 2018, to execute this Owner's Affidavit and to consummate the transactions contemplated by the PSA, including but not limited to the transfer of one hundred percent (100%) of the membership interests in each Company to Buyer.
1.3 Each Company is a single-purpose Delaware limited liability company, duly organized, validly existing, and in good standing in the State of Delaware, and is qualified to do business and is in good standing in the state in which its respective Property is located. Specifically:
(a) GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC are each qualified to do business in the State of Georgia;
(b) GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC are each qualified to do business in the State of Texas;
(c) GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC are each qualified to do business in the State of Florida;
(d) GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC are each qualified to do business in the State of Tennessee; and
(e) GMP SouthPark LLC is qualified to do business in the State of North Carolina.
1.4 GMP Fund III is the sole member of each Company. No other person or entity holds any membership interest, equity interest, or other ownership interest in any Company.
1.5 Victor Lansdell is authorized to act on behalf of GMC, which in turn acts on behalf of GMP Fund III and each Company, pursuant to resolutions duly adopted by the Board of Managers of GMC and the general partner of GMP Fund III, copies of which are attached to the Secretary's Certificate delivered concurrently herewith. No further consent, approval, or authorization is required for the execution and delivery of this Owner's Affidavit or for the consummation of the transactions contemplated by the PSA.
1.6 For purposes of this Owner's Affidavit and the PSA, "Seller's Knowledge" or "to Affiant's knowledge" means the actual knowledge of the following individuals, after reasonable inquiry and investigation: Victor Lansdell (Co-Founder & Managing Partner, GMC), Elise Rathborne (Chief Financial Officer, GMC), and Sean Kilpatrick (Senior Vice President — Portfolio Management, GMC and Portfolio Manager of Argyle Property Services LLC) (collectively, the "Seller's Knowledge Individuals").
SECTION 2 — OWNERSHIP AND POSSESSION
2.1 Each Company is the owner in fee simple absolute of its respective Property and has been in continuous, uninterrupted possession thereof since the date of acquisition, with the Properties having been acquired between 2019 and 2021. No Company has at any time abandoned, relinquished, or surrendered possession of its Property or any portion thereof. The chain of title to each Property is complete and unbroken from the original source of title to the applicable Company.
2.2 No other person or entity has any right, title, interest, or claim in or to any Property or any portion thereof, whether legal or equitable, recorded or unrecorded, other than as disclosed in the title commitments issued by Commonwealth National Title Insurance Company and accepted as Permitted Exceptions under the PSA (PSA Exhibit P). Affiant is not aware of any adverse claim, pending claim, or potential claim of ownership or interest in any Property by any third party.
2.3 No Company has conveyed, mortgaged, pledged, hypothecated, encumbered, or otherwise transferred any interest in its Property, whether in whole or in part, except as reflected in the public records of the applicable county or jurisdiction and as disclosed in the title commitments. The existing encumbrances of record include, without limitation, the following mortgage liens:
(a) Mortgage liens and related security instruments in favor of Pinnacle Federal Bank, N.A., securing eight (8) logistics properties (Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, and Murfreesboro Distribution Center);
(b) Mortgage liens and related security instruments in favor of Veltrano Capital Lending Corp., securing four (4) office properties (Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building); and
(c) Mortgage liens and related security instruments in favor of Sycamore Life Insurance Company, securing two (2) logistics properties (Peachtree Corners Logistics Center and Mount Juliet Commerce Park);
with an aggregate outstanding principal balance of Six Hundred Twelve Million and No/100 Dollars ($612,000,000.00) as of February 28, 2024 (the effective date of the PSA).
2.4 No Company has executed or delivered any deed, conveyance, assignment, or other instrument purporting to transfer any interest in any Property that has not been recorded in the official public records of the applicable county or jurisdiction.
SECTION 3 — LIENS AND ENCUMBRANCES
3.1 No Company has incurred any indebtedness secured by its Property other than the existing mortgage loans identified in PSA Exhibit Q (Assumed Loan Documents List) and more particularly described in Section 16 of this Owner's Affidavit and in Exhibit B attached hereto. No Company has granted any security interest, deed of trust, mortgage lien, or similar encumbrance against its Property other than those of record and those included in the Permitted Exceptions.
3.2 There are no unpaid or unsatisfied mortgages, deeds of trust, deeds to secure debt, judgments, tax liens, federal tax liens, state tax liens, mechanic's liens, materialman's liens, lis pendens, or other liens, charges, or encumbrances of any kind or nature against any Property, other than the Permitted Exceptions identified in the title commitments issued by the Title Company and accepted under the PSA. To Affiant's knowledge, no event has occurred that would give rise to any such lien or encumbrance.
3.3 All real property taxes and assessments due and payable as of the date hereof have been paid in full by the applicable Company, or will be prorated at closing in accordance with Section 12.3 of the PSA. The estimated 2024 real property taxes for the entire portfolio are approximately Fourteen Million Seven Hundred Sixty Thousand and No/100 Dollars ($14,760,000.00) on an annual basis. Seller's proration share of such taxes through June 6, 2024 (the closing date), calculated on a per diem basis, is estimated at Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One and No/100 Dollars ($6,332,951.00). Such proration is subject to post-closing true-up and reconciliation in accordance with the PSA.
3.4 No Company has received any notice of any special assessments, whether levied, pending, or contemplated, by any governmental authority, municipal improvement district, community development district, or homeowners or property owners association that have not been disclosed to Buyer and the Title Company. To Affiant's knowledge, no such special assessments are pending or contemplated.
3.5 No Company has received any notice of any unpaid utility charges, sewer assessments, water assessments, or other similar charges that could give rise to a lien against any Property.
SECTION 4 — MECHANIC'S LIENS AND CONSTRUCTION
4.1 No improvements, alterations, renovations, or repairs have been made to any Property within the applicable mechanic's lien filing period under the laws of the state in which such Property is located for which full payment has not been made. All contractors, subcontractors, laborers, materialmen, and suppliers who have performed work or furnished materials for the improvement of any Property have been paid in full for such work and materials.
4.2 No Company has entered into any contract, agreement, purchase order, or work authorization for labor, services, or materials for the improvement of any Property that remains unpaid, unsatisfied, or outstanding, or for which a mechanic's lien, materialman's lien, or any similar statutory lien could be filed or asserted.
4.3 No construction, alteration, renovation, repair, or improvement work is currently in progress on any Property, and no materials have been delivered to any Property, for which a mechanic's lien, materialman's lien, or any similar statutory lien could be asserted under the laws of the applicable state.
4.4 Notwithstanding the foregoing, Affiant discloses the following with respect to property condition assessment ("PCA") items: Rampart Building Sciences, Inc. has conducted property condition assessments for all fourteen (14) Properties. In connection with such assessments, estimated immediate repair costs totaling Two Million One Hundred Forty Thousand and No/100 Dollars ($2,140,000.00) have been identified at four (4) Properties, allocated as follows:
(a) Buckhead Place Office Tower (GMP Buckhead LLC): $890,000.00 — relating to HVAC system component replacements, cooling tower refurbishment, and parking deck expansion joint repairs;
(b) Cool Springs Office Park (GMP Cool Springs LLC): $620,000.00 — relating to roofing membrane repairs, stormwater management improvements, and exterior caulking and sealant replacement;
(c) Lakeland Crossings Industrial (GMP Lakeland LLC): $380,000.00 — relating to dock leveler and dock door replacements, concrete flatwork repairs, and fire suppression system inspections; and
(d) SouthPark Corporate Center (GMP SouthPark LLC): $250,000.00 — relating to elevator modernization engineering study, facade sealant repairs, and emergency generator load bank testing.
As of the date hereof, none of the foregoing repair work has been performed, and no contracts for such work have been executed by any Company. In accordance with Section 9.2(d) of the PSA, a credit in the amount of One Million Seventy Thousand and No/100 Dollars ($1,070,000.00) (representing fifty percent (50%) of the estimated immediate repair costs) is being applied at closing as a reduction to the purchase price.
SECTION 5 — TENANTS AND LEASES
5.1 The Properties are subject to a total of eighty-seven (87) leases in the aggregate, as set forth in the rent roll attached to the PSA as Exhibit H (the "Rent Roll"), which is dated as of December 31, 2023. The Rent Roll accurately reflects all leases, amendments, modifications, supplements, and side letters in effect as of such date with respect to each Property, including tenant name, suite or unit number, rentable square footage, commencement and expiration dates, base rent, escalation provisions, and renewal options.
5.2 The aggregate annual in-place base rent for the portfolio is Seventy-Four Million Eight Hundred Thousand and No/100 Dollars ($74,800,000.00). The weighted-average occupancy across the portfolio is 93.2%, with the logistics properties (ten (10) Properties) reflecting a weighted-average occupancy of 96.1% and the office properties (four (4) Properties) reflecting a weighted-average occupancy of 82.7%.
5.3 Aggregate tenant security deposits held by the Companies total Four Million Two Hundred Eighty-Three Thousand and No/100 Dollars ($4,283,000.00). All such security deposits are held in the respective Company's operating accounts at Magnolia Commerce Bank, N.A., in accordance with the requirements of the applicable leases and applicable state law. A schedule of all tenant security deposits, organized by Property and by tenant, has been delivered to Buyer as part of PSA Exhibit H. All such security deposits shall be transferred or credited to Buyer at closing in accordance with the PSA.
5.4 No tenant under any lease has any right, option, or privilege to purchase any Property or any portion thereof, or any right of first refusal or right of first offer with respect to any Property, except as specifically disclosed in the leases delivered to Buyer during the due diligence period and identified in the applicable disclosure schedules. To Affiant's knowledge, no tenant has exercised or given notice of its intent to exercise any such right.
5.5 To Affiant's knowledge, no tenant is in material default under its lease as of the date hereof, and no Company (as landlord) is in material default under any lease as of the date hereof, except as may be disclosed in the Seller's disclosure schedules (PSA Schedule 1 and Schedules 2-1 through 2-14). No Company has sent any notice of default to any tenant, and no Company has received any notice of default from any tenant, that remains uncured, except as disclosed in such schedules.
5.6 Tenant estoppel certificates have been obtained from tenants representing 91.4% of in-place annual base rent, constituting Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred and No/100 Dollars ($68,371,200.00) of the aggregate Seventy-Four Million Eight Hundred Thousand and No/100 Dollars ($74,800,000.00) of in-place annual base rent. This exceeds the PSA-required threshold of eighty percent (80%) of in-place annual base rent (Fifty-Nine Million Eight Hundred Forty Thousand and No/100 Dollars ($59,840,000.00)). Copies of all estoppel certificates received have been delivered to Buyer and the Title Company.
SECTION 6 — PARTIES IN POSSESSION
6.1 No persons or entities are in possession of any Property, or any portion thereof, other than the tenants under the leases identified in PSA Exhibit H and Argyle Property Services LLC, a Seller affiliate, which serves as the property manager for all fourteen (14) Properties. Argyle Property Services LLC maintains its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326. The portfolio manager responsible for overseeing the day-to-day management of the Properties is Sean Kilpatrick, Senior Vice President — Portfolio Management.
6.2 No Property is subject to any unrecorded leases, subleases, occupancy agreements, licenses, concession agreements, management agreements (other than the property management agreements with Argyle Property Services LLC), or other rights of possession, whether written or oral, other than as disclosed in the PSA and its exhibits and schedules. To Affiant's knowledge, no person or entity has claimed, or is currently claiming, any right to occupy or use any portion of any Property other than the tenants identified in the Rent Roll and Argyle Property Services LLC as property manager.
6.3 To Affiant's knowledge, no tenant has assigned its lease or sublet all or any portion of its premises without the prior written consent of the applicable Company, except as disclosed in the leases and the applicable disclosure schedules.
SECTION 7 — LITIGATION AND DISPUTES
7.1 To Affiant's knowledge, there is no pending or threatened litigation, arbitration, mediation, administrative proceeding, governmental investigation, enforcement action, or other legal proceeding of any kind or nature affecting any Property or any Company that could result in a lien, judgment, encumbrance, or charge against any Property, or that could materially impair the use, value, or marketability of any Property, except as disclosed in PSA Exhibit J (List of Pending Litigation) and the disclosure schedules delivered to Buyer.
7.2 No condemnation proceeding, eminent domain proceeding, or governmental taking of any kind is pending, or, to Affiant's knowledge, threatened or contemplated, with respect to any Property or any portion thereof. No Company has received any notice from any governmental authority, agency, or instrumentality indicating that any such proceeding is being considered or investigated.
7.3 To Affiant's knowledge, no Company has received any notice of violation, citation, order, directive, or other communication from any governmental authority alleging a violation of any applicable law, ordinance, regulation, code, or order with respect to any Property that remains uncured or unresolved, except as disclosed in the disclosure schedules.
SECTION 8 — BOUNDARY AND SURVEY MATTERS
8.1 To Affiant's knowledge, ALTA/NSPS Land Title Surveys, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including all Table A optional items requested by Buyer, have been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for all fourteen (14) Properties. Copies of such surveys have been delivered to Buyer and the Title Company and are being certified to Buyer, the Title Company, and Buyer's lender (if applicable) as of a date no earlier than ninety (90) days prior to the closing date.
8.2 To Affiant's knowledge, the improvements on each Property are located entirely within the boundary lines of the Property and do not encroach upon any easement, setback line, building restriction line, or restricted area, except as shown on the surveys and accepted as Permitted Exceptions under the PSA. To Affiant's knowledge, no improvements on any adjoining property encroach upon any Property.
8.3 To Affiant's knowledge, there are no boundary disputes, boundary line disagreements, or overlapping claims between any Company and any adjoining landowner or occupant. No Company has received any notice or claim from any adjoining property owner or governmental authority asserting any encroachment, boundary discrepancy, or survey inconsistency.
SECTION 9 — ENVIRONMENTAL MATTERS
9.1 To Affiant's knowledge, no Company has used, generated, manufactured, stored, treated, released, discharged, or disposed of any hazardous substances, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants, asbestos-containing materials, lead-based paint, mold, petroleum products, or underground storage tanks on, at, under, or from any Property in violation of any applicable federal, state, or local environmental law, regulation, or ordinance, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Water Act, the Clean Air Act, and their state law counterparts.
9.2 Phase I Environmental Site Assessments, conducted in accordance with ASTM Standard E1527-21, have been prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) for all fourteen (14) Properties. Twelve (12) Properties reported no recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs"). Two (2) Properties reported de minimis recognized environmental conditions, as follows:
(a) Westlake Distribution Hub (GMP Westlake LLC): A historical recognized environmental condition relating to a former petroleum release from an underground storage tank on an adjacent property, which has been remediated and received regulatory closure from the Texas Commission on Environmental Quality. No further investigation or remediation is required, and no Phase II Environmental Site Assessment was recommended.
(b) Lakeland Crossings Industrial (GMP Lakeland LLC): A controlled recognized environmental condition relating to a historical pesticide application program on a former agricultural parcel now underlying a portion of the property, for which institutional controls are in place and no further investigation or remediation is required. No Phase II Environmental Site Assessment was recommended.
9.3 To Affiant's knowledge, no Company has received any notice of violation, notice of potential liability, information request, demand letter, or other communication from any federal, state, or local governmental authority, or from any third party, regarding environmental conditions at or affecting any Property.
SECTION 10 — TAXES AND ASSESSMENTS
10.1 All federal, state, and local taxes owed by each Company, including but not limited to income taxes, franchise taxes, sales taxes, use taxes, withholding taxes, and employment taxes, have been paid in full or will be prorated at closing in accordance with the PSA. No Company has any outstanding tax liability that could give rise to a lien against any Property.
10.2 Each Company's Employer Identification Number (EIN) is set forth in the table in the Recitals section of this Owner's Affidavit. Each Company has filed all required federal, state, and local tax returns and reports, and all such returns and reports are true, correct, and complete in all material respects. No Company is currently the subject of any tax audit, tax examination, or tax deficiency proceeding by any federal, state, or local taxing authority.
10.3 No Company is a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA"). GMP Fund III's Employer Identification Number is 83-1647205. A separate non-foreign affidavit and certification in compliance with FIRPTA and the regulations promulgated thereunder is being delivered by GMP Fund III concurrently herewith as a condition to closing under the PSA. Each Company has a United States taxpayer identification number as set forth above and is a domestic entity for federal income tax purposes.
SECTION 11 — BANKRUPTCY AND INSOLVENCY
11.1 No Company, GMP Fund III, or GMC has filed any petition in bankruptcy under Title 11 of the United States Code or under any state insolvency law, been adjudicated a bankrupt or insolvent, made a general assignment for the benefit of creditors, or had a receiver, trustee, custodian, or conservator appointed for any of its assets or properties.
11.2 No proceedings in bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation, or similar proceedings are pending or, to Affiant's knowledge, threatened with respect to any Company, GMP Fund III, or GMC. No Company, GMP Fund III, or GMC has consented to, or acquiesced in, the institution of any such proceedings.
11.3 Each Company, GMP Fund III, and GMC is solvent and able to pay its debts as they become due in the ordinary course of business. The execution and delivery of this Owner's Affidavit and the consummation of the transactions contemplated by the PSA will not render any Company, GMP Fund III, or GMC insolvent or unable to pay its debts as they become due.
SECTION 12 — UNRECORDED INTERESTS
12.1 To Affiant's knowledge, there are no unrecorded easements, rights-of-way, encroachments, overlapping boundary lines, options, rights of first refusal, rights of first offer, development agreements, reciprocal easement agreements, declarations of covenants, conditions and restrictions, or other interests, agreements, or instruments affecting any Property that are not disclosed in the title commitments issued by the Title Company and the PSA disclosure schedules. Affiant has conducted a reasonable investigation and inquiry of Seller's Knowledge Individuals and has reviewed the files and records maintained by Argyle Property Services LLC with respect to each Property.
12.2 No Company has granted any options to purchase, rights of first refusal, rights of first offer, or other preferential purchase rights with respect to any Property or any portion thereof, except as may be contained in the tenant leases identified in the Rent Roll and disclosed during the due diligence period. To Affiant's knowledge, no such option or right has been exercised or is currently exercisable.
SECTION 13 — UCC AND PERSONAL PROPERTY LIENS
13.1 To Affiant's knowledge, there are no UCC financing statements filed against any Company or any of its assets (including without limitation its interest in the applicable Property and the personal property, fixtures, equipment, and other tangible and intangible property located thereon) other than the following:
(a) UCC financing statements filed in connection with the existing mortgage loans and the collateral assignment of leases, rents, and profits thereunder, as more particularly described in Section 16 of this Owner's Affidavit; and
(b) UCC financing statements that are being released or terminated at or prior to closing by the filing of UCC-3 Amendments (Terminations) with the Delaware Secretary of State, as applicable.
13.2 UCC-3 Amendment/Termination Filings are being prepared for filing with the Delaware Secretary of State to release and terminate all UCC financing statements securing Seller's pledges of its membership interests in the Companies and all other UCC financing statements that are not being assumed by Buyer. Confirmation of such filings will be delivered to the Title Company promptly following closing.
SECTION 14 — SERVICE CONTRACTS AND MANAGEMENT
14.1 Each Property is currently managed by Argyle Property Services LLC, a Seller affiliate, pursuant to property management agreements entered into between each Company and Argyle Property Services LLC. Such property management agreements will be terminated effective as of the closing date.
14.2 There are sixty-three (63) service contracts in effect across the portfolio, covering various services including but not limited to landscaping, janitorial, security, elevator maintenance, HVAC maintenance, fire and life safety, pest control, waste management, and general building maintenance, as identified in PSA Exhibit I (List of Service Contracts). Buyer has elected to assume certain of such service contracts and to terminate certain others, in each case in accordance with the PSA.
14.3 A Transition Services Agreement is being executed concurrently herewith between Argyle Property Services LLC and Fairwater Property Management LLC (an affiliate of Buyer) for a ninety (90)-day post-closing transition period, during which Argyle Property Services LLC will provide transitional property management, accounting, tenant coordination, and vendor management services at a fee of Three Hundred Seventy-Five Thousand and No/100 Dollars ($375,000.00) per month. The terms and conditions of the Transition Services Agreement have been agreed upon by the parties and are set forth in the executed agreement delivered concurrently herewith.
SECTION 15 — INSURANCE
15.1 Each Property is currently insured under property, general liability, umbrella/excess liability, and other insurance policies maintained by or on behalf of the applicable Company, in amounts and with coverage types consistent with the requirements of the applicable mortgage loan documents and industry standards for properties of similar type, size, and location.
15.2 The existing insurance coverage for all fourteen (14) Properties has been reviewed by Hartwick Gunderson & Associates, Inc. (Peter Langford, Account Executive, Insurance Advisory Division), and a summary of such coverage, including policy numbers, carriers, coverage limits, deductibles, and expiration dates, has been delivered to Buyer.
15.3 Replacement insurance policies with Ironclad Indemnity Insurance Company are being bound effective as of the closing date, June 6, 2024, naming Buyer and Buyer's designees as named insureds and additional insureds, as applicable, and meeting all requirements of the assumed mortgage loan documents and the PSA. Evidence of such replacement coverage will be delivered to the Title Company and the applicable mortgage lenders at or prior to closing.
SECTION 16 — EXISTING MORTGAGE LOANS
16.1 The following existing mortgage loans encumber the Properties and are being assumed by Buyer with the written consent of the applicable lender, in accordance with the PSA and the applicable loan documents:
Pinnacle Federal Bank, N.A.
Loan Facility: Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2021, and that certain Second Amendment to Master Loan Agreement dated June 15, 2022, by and among the applicable Company borrowers and Pinnacle Federal Bank, N.A., as lender (the "Pinnacle Loan").
Individual Loans: Loans 1-A through 1-H, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following eight (8) logistics properties: Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, and Murfreesboro Distribution Center.
Aggregate Outstanding Principal Balance: Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000.00).
Fixed Interest Rate: 4.22% per annum.
Maturity Date: July 1, 2028.
Lender Consent: The written consent of Pinnacle Federal Bank, N.A. to the assumption of the Pinnacle Loan by Buyer was executed on June 4, 2024. A copy of such consent letter has been delivered to the Title Company.
Consent Fee: One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00), representing 0.25% of the aggregate outstanding principal balance, payable at closing.
Veltrano Capital Lending Corp.
Loan Facility: Loan Agreement dated February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated August 15, 2022, by and among the applicable Company borrowers and Veltrano Capital Lending Corp., as lender (the "Veltrano Loan").
Individual Loans: Loans 2-A through 2-D, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following four (4) office properties: Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building.
Aggregate Outstanding Principal Balance: One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000.00).
Fixed Interest Rate: 4.68% per annum.
Maturity Date: March 1, 2029.
Lender Consent: The written consent of Veltrano Capital Lending Corp. to the assumption of the Veltrano Loan by Buyer was executed on May 17, 2024. A copy of such consent letter has been delivered to the Title Company.
Consent Fee: Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500.00), representing 0.50% of the aggregate outstanding principal balance, payable at closing.
Sycamore Life Insurance Company
Loan Facility: Note Purchase Agreement dated November 22, 2019, as amended by that certain First Amendment to Note Purchase Agreement dated April 10, 2020, by and among the applicable Company borrowers and Sycamore Life Insurance Company, as note purchaser (the "Sycamore Loan").
Individual Loans: Loans 3-A and 3-B, each evidenced by a separate promissory note and secured by a separate mortgage, deed of trust, or deed to secure debt (as applicable in the relevant jurisdiction) on the following two (2) logistics properties: Peachtree Corners Logistics Center and Mount Juliet Commerce Park.
Aggregate Outstanding Principal Balance: Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000.00).
Fixed Interest Rate: 3.95% per annum.
Maturity Date: December 1, 2030.
Lender Consent: The written consent of Sycamore Life Insurance Company to the assumption of the Sycamore Loan by Buyer was executed on May 22, 2024. A copy of such consent letter has been delivered to the Title Company.
Consent Fee: Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125.00), representing 0.125% of the aggregate outstanding principal balance, payable at closing.
16.2 The total assumed debt across all three loan facilities is Six Hundred Twelve Million and No/100 Dollars ($612,000,000.00). All loan payments, including principal, interest, escrow deposits, and reserve contributions, due and payable as of the closing date have been made current by the applicable Company borrowers. Interest on each loan shall be prorated as of the closing date (June 6, 2024) in accordance with the PSA and the applicable lender consent letters.
16.3 Replacement guaranty agreements are being executed by Fairwater Real Estate Investment Trust to replace GMP Fund III as the carve-out guarantor and environmental indemnitor under each loan facility. The form of each replacement guaranty has been approved by the applicable lender and is being delivered concurrently herewith.
SECTION 17 — NO UNDISCLOSED AGREEMENTS
17.1 No Company is a party to any agreement, contract, option, commitment, understanding, or arrangement, whether written or oral, that would bind Buyer or any Property after the closing, other than the leases identified in PSA Exhibit H, the service contracts identified in PSA Exhibit I, the loan documents identified in PSA Exhibit Q, the Permitted Exceptions, and other matters specifically disclosed in the PSA and its exhibits and schedules. No Company has any continuing obligations or liabilities that would be binding on Buyer or any Property after the closing, except as expressly assumed by Buyer pursuant to the PSA.
17.2 No Company has entered into any agreement, letter of intent, memorandum of understanding, or other instrument to sell, convey, assign, transfer, or otherwise dispose of any Property or any interest therein to any person or entity other than Buyer under the PSA. No Company has engaged in any negotiations or discussions with any third party regarding the potential sale, transfer, or disposition of any Property or any interest therein, other than the transaction with Buyer contemplated by the PSA.
SECTION 18 — ZONING
18.1 To Affiant's knowledge, each Property complies in all material respects with all applicable zoning laws, land use ordinances, building codes, and regulations of the municipality, county, and state in which such Property is located. No Company has received any notice of any zoning violation, building code violation, or land use violation with respect to any Property that remains uncured or unresolved.
18.2 Zoning confirmation letters (or zoning compliance letters, zoning verification letters, or similar documentation, as applicable in each jurisdiction) have been obtained for all fourteen (14) Properties, confirming the current zoning classification of each Property and the permitted uses thereunder. Copies of such zoning confirmation letters have been delivered to Buyer and the Title Company.
18.3 To Affiant's knowledge, no rezoning application, variance request, conditional use permit application, or other zoning-related proceeding is pending or contemplated with respect to any Property or any adjoining property that could materially affect the use, value, or development potential of any Property.
SECTION 19 — OFAC AND ANTI-MONEY LAUNDERING
19.1 Neither GMP Fund III, GMC, any Company, nor, to Affiant's knowledge, any of their respective direct or indirect beneficial owners, partners, members, managers, officers, directors, or principals, is a person or entity (a) with whom transactions are prohibited under the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including but not limited to persons or entities identified on the Specially Designated Nationals and blocked Persons List (the "SDN List") or the Sectoral Sanctions Identifications List maintained by OFAC; (b) that is owned or controlled by, or is acting on behalf of, any person or entity on the SDN List; or (c) that is located in, organized under the laws of, or a national or resident of any country or territory that is the subject of comprehensive territorial sanctions administered by OFAC (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
19.2 Neither GMP Fund III, GMC, nor any Company has engaged in any transaction or conduct that violates, or could reasonably be expected to violate, any applicable anti-money laundering law, regulation, or executive order, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, and the regulations promulgated by the Financial Crimes Enforcement Network (FinCEN).
SECTION 20 — INDEMNIFICATION
20.1 GMP Fund III, for itself and on behalf of each Company, hereby agrees to indemnify, defend, and hold harmless Commonwealth National Title Insurance Company, its successors, assigns, officers, directors, employees, agents, and representatives, against any and all loss, cost, damage, liability, claim, demand, or expense (including reasonable attorneys' fees and court costs) arising from or in connection with any inaccuracy in, or breach of, any statement, representation, warranty, or certification contained in this Owner's Affidavit.
20.2 This indemnification obligation shall survive the closing of the transactions contemplated by the PSA and the issuance of the ALTA Owner's Policies of Title Insurance by Commonwealth National Title Insurance Company, and shall not be merged with any deed, assignment, or other conveyance instrument delivered at closing. The indemnification obligation set forth in this Section 20 shall be a continuing obligation of GMP Fund III and shall not be limited by the aggregate insured amount of the title policies or the aggregate purchase price under the PSA.
SECTION 21 — RELIANCE
21.1 Affiant acknowledges and agrees that this Owner's Affidavit is being delivered for the express purpose of inducing Commonwealth National Title Insurance Company to issue its ALTA Owner's Policies of Title Insurance (2021 Form) for each Property, in the aggregate insured amount of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000.00), allocated among the Properties as set forth in the applicable title commitments.
21.2 Affiant understands and acknowledges that Commonwealth National Title Insurance Company will rely upon the truth, accuracy, and completeness of the statements, representations, warranties, and certifications contained in this Owner's Affidavit in determining whether to issue such title policies and in establishing the terms, conditions, and exceptions set forth therein. Affiant further understands that any material inaccuracy or omission in this Owner's Affidavit may constitute grounds for rescission, cancellation, or modification of any title policy issued in reliance hereon.
21.3 The Title Company's designated officers for this transaction are:
Title Officer: Kenneth Stanhope, Senior Vice President, Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.
National Counsel: Virginia Moorehead, AVP, Commonwealth National Title Insurance Company, National Underwriting Counsel Division.
AFFIANT'S CERTIFICATION AND SIGNATURE
The undersigned, being duly sworn, deposes and says that all statements contained herein are true and correct to the best of the undersigned's knowledge, information, and belief. The undersigned further acknowledges that this Owner's Affidavit is being executed and delivered with the intent that Commonwealth National Title Insurance Company and Fairwater Real Estate Investment Trust shall rely upon the truthfulness and accuracy of the statements and representations made herein.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
NOTARIAL ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF FULTON
Before me, the undersigned Notary Public, on this 6th day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the sole General Partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity on behalf of which the person acted, executed the instrument.
Affiant was duly sworn and stated under oath that the statements, representations, warranties, and certifications contained in the foregoing Owner's Affidavit are true and correct to the best of his knowledge, information, and belief.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of Georgia
My Commission Expires: ____
[NOTARIAL SEAL]
EXHIBIT A
LEGAL DESCRIPTIONS OF THE PROPERTIES
(Cross-reference to PSA Exhibit A — Legal Descriptions)
The Properties and their legal descriptions are set forth below, organized by Property number, corresponding to the property table set forth in the Recitals section of this Owner's Affidavit. Each legal description is introduced by the Property name, street address, city, state, county, and the name of the owning Target Entity.
Property No. 1
Property Name: Fairfield Logistics Center I Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 City: Fairburn County: Fulton State: Georgia Owning Entity: GMP Fairfield I LLC (EIN: 84-2310561)
Legal Description: See PSA Exhibit A, Legal Description No. 1, attached hereto and incorporated herein by reference.
Property No. 2
Property Name: Fairfield Logistics Center II Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 City: Fairburn County: Fulton State: Georgia Owning Entity: GMP Fairfield II LLC (EIN: 84-2310578)
Legal Description: See PSA Exhibit A, Legal Description No. 2, attached hereto and incorporated herein by reference.
Property No. 3
Property Name: Westlake Distribution Hub Address: 11500 Westlake Parkway, Houston, TX 77082 City: Houston County: Harris State: Texas Owning Entity: GMP Westlake LLC (EIN: 84-2415693)
Legal Description: See PSA Exhibit A, Legal Description No. 3, attached hereto and incorporated herein by reference.
Property No. 4
Property Name: Katy Freeway Logistics Park Address: 22600 Katy Freeway, Katy, TX 77449 City: Katy County: Harris State: Texas Owning Entity: GMP Katy LLC (EIN: 84-2415710)
Legal Description: See PSA Exhibit A, Legal Description No. 4, attached hereto and incorporated herein by reference.
Property No. 5
Property Name: Alliance Commerce Center Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 City: Fort Worth County: Tarrant / Denton State: Texas Owning Entity: GMP Alliance LLC (EIN: 84-2415728)
Legal Description: See PSA Exhibit A, Legal Description No. 5, attached hereto and incorporated herein by reference.
Property No. 6
Property Name: Lakeland Crossings Industrial Address: 7100 Drane Field Road, Lakeland, FL 33811 City: Lakeland County: Polk State: Florida Owning Entity: GMP Lakeland LLC (EIN: 84-2527834)
Legal Description: See PSA Exhibit A, Legal Description No. 6, attached hereto and incorporated herein by reference.
Property No. 7
Property Name: Southport Logistics Park Address: 3200 Southport Connector Road, Jacksonville, FL 32218 City: Jacksonville County: Duval State: Florida Owning Entity: GMP Southport LLC (EIN: 84-2527849)
Legal Description: See PSA Exhibit A, Legal Description No. 7, attached hereto and incorporated herein by reference.
Property No. 8
Property Name: Murfreesboro Distribution Center Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 City: Murfreesboro County: Rutherford State: Tennessee Owning Entity: GMP Murfreesboro LLC (EIN: 84-2527856)
Legal Description: See PSA Exhibit A, Legal Description No. 8, attached hereto and incorporated herein by reference.
Property No. 9
Property Name: Buckhead Place Office Tower Address: 3380 Peachtree Road NE, Atlanta, GA 30326 City: Atlanta County: Fulton State: Georgia Owning Entity: GMP Buckhead LLC (EIN: 84-2639901)
Legal Description: See PSA Exhibit A, Legal Description No. 9, attached hereto and incorporated herein by reference.
Property No. 10
Property Name: SouthPark Corporate Center Address: 6200 Fairview Road, Charlotte, NC 28210 City: Charlotte County: Mecklenburg State: North Carolina Owning Entity: GMP SouthPark LLC (EIN: 84-2639918)
Legal Description: See PSA Exhibit A, Legal Description No. 10, attached hereto and incorporated herein by reference.
Property No. 11
Property Name: Cool Springs Office Park Address: 5000 Virginia Way, Brentwood, TN 37027 City: Brentwood County: Williamson State: Tennessee Owning Entity: GMP Cool Springs LLC (EIN: 84-2639925)
Legal Description: See PSA Exhibit A, Legal Description No. 11, attached hereto and incorporated herein by reference.
Property No. 12
Property Name: Brickell Bay Office Building Address: 1450 Brickell Avenue, Miami, FL 33131 City: Miami County: Miami-Dade State: Florida Owning Entity: GMP Brickell LLC (EIN: 84-2639932)
Legal Description: See PSA Exhibit A, Legal Description No. 12, attached hereto and incorporated herein by reference.
Property No. 13
Property Name: Peachtree Corners Logistics Center Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 City: Peachtree Corners County: Gwinnett State: Georgia Owning Entity: GMP Peachtree LLC (EIN: 84-2741063)
Legal Description: See PSA Exhibit A, Legal Description No. 13, attached hereto and incorporated herein by reference.
Property No. 14
Property Name: Mount Juliet Commerce Park Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122 City: Mount Juliet County: Wilson State: Tennessee Owning Entity: GMP Mount Juliet LLC (EIN: 84-2741070)
Legal Description: See PSA Exhibit A, Legal Description No. 14, attached hereto and incorporated herein by reference.
EXHIBIT B
LIST OF EXISTING MORTGAGE LOANS
(Cross-reference to PSA Exhibit Q — Assumed Loan Documents List)
The following table sets forth each existing mortgage loan encumbering the Properties that is being assumed by Buyer at closing, organized by Loan Number, including the lender, borrower entity, property secured, original loan amount, outstanding principal balance, interest rate, and maturity date:
SUMMARY
All outstanding principal balances are as of February 28, 2024 (the effective date of the PSA). Interest and principal payments through June 6, 2024 (the closing date) will be prorated in accordance with the PSA and the applicable lender consent letters. Lender consent fees totaling $1,825,625.00 ($1,054,000.00 + $711,500.00 + $60,125.00) are payable at closing.
[End of Owner's Affidavit]
# | Target Entity | EIN | Property Name | Property Address
1 | GMP Fairfield I LLC | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213
2 | GMP Fairfield II LLC | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213
3 | GMP Westlake LLC | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082
4 | GMP Katy LLC | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449
5 | GMP Alliance LLC | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177
6 | GMP Lakeland LLC | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811
7 | GMP Southport LLC | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218
8 | GMP Murfreesboro LLC | 84-2527856 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127
9 | GMP Buckhead LLC | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326
10 | GMP SouthPark LLC | 84-2639918 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210
11 | GMP Cool Springs LLC | 84-2639925 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027
12 | GMP Brickell LLC | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131
13 | GMP Peachtree LLC | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071
14 | GMP Mount Juliet LLC | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122
Loan No. | Lender | Borrower Entity | Property Secured | Original Loan Amount | Outstanding Principal Balance | Interest Rate | Maturity Date
1-A | Pinnacle Federal Bank, N.A. | GMP Fairfield I LLC | Fairfield Logistics Center I | $62,000,000 | $57,200,000 | 4.22% | July 1, 2028
1-B | Pinnacle Federal Bank, N.A. | GMP Fairfield II LLC | Fairfield Logistics Center II | $58,500,000 | $54,000,000 | 4.22% | July 1, 2028
1-C | Pinnacle Federal Bank, N.A. | GMP Westlake LLC | Westlake Distribution Hub | $72,000,000 | $66,500,000 | 4.22% | July 1, 2028
1-D | Pinnacle Federal Bank, N.A. | GMP Katy LLC | Katy Freeway Logistics Park | $55,000,000 | $50,800,000 | 4.22% | July 1, 2028
1-E | Pinnacle Federal Bank, N.A. | GMP Alliance LLC | Alliance Commerce Center | $68,000,000 | $62,800,000 | 4.22% | July 1, 2028
1-F | Pinnacle Federal Bank, N.A. | GMP Lakeland LLC | Lakeland Crossings Industrial | $46,000,000 | $42,500,000 | 4.22% | July 1, 2028
1-G | Pinnacle Federal Bank, N.A. | GMP Southport LLC | Southport Logistics Park | $53,000,000 | $48,900,000 | 4.22% | July 1, 2028
1-H | Pinnacle Federal Bank, N.A. | GMP Murfreesboro LLC | Murfreesboro Distribution Center | $43,000,000 | $38,900,000 | 4.22% | July 1, 2028
2-A | Veltrano Capital Lending Corp. | GMP Buckhead LLC | Buckhead Place Office Tower | $52,000,000 | $48,100,000 | 4.68% | March 1, 2029
2-B | Veltrano Capital Lending Corp. | GMP SouthPark LLC | SouthPark Corporate Center | $38,000,000 | $35,200,000 | 4.68% | March 1, 2029
2-C | Veltrano Capital Lending Corp. | GMP Cool Springs LLC | Cool Springs Office Park | $34,000,000 | $31,500,000 | 4.68% | March 1, 2029
2-D | Veltrano Capital Lending Corp. | GMP Brickell LLC | Brickell Bay Office Building | $30,000,000 | $27,500,000 | 4.68% | March 1, 2029
3-A | Sycamore Life Insurance Company | GMP Peachtree LLC | Peachtree Corners Logistics Center | $30,000,000 | $27,600,000 | 3.95% | December 1, 2030
3-B | Sycamore Life Insurance Company | GMP Mount Juliet LLC | Mount Juliet Commerce Park | $22,000,000 | $20,500,000 | 3.95% | December 1, 2030
Lender | Number of Loans | Aggregate OPB | Interest Rate | Maturity
Pinnacle Federal Bank, N.A. | 8 (Loans 1-A through 1-H) | $421,600,000 | 4.22% (Fixed) | July 1, 2028
Veltrano Capital Lending Corp. | 4 (Loans 2-A through 2-D) | $142,300,000 | 4.68% (Fixed) | March 1, 2029
Sycamore Life Insurance Company | 2 (Loans 3-A and 3-B) | $48,100,000 | 3.95% (Fixed) | December 1, 2030
TOTAL | 14 | $612,000,000

OWNER'S AFFIDAVIT

RECITALS AND INTRODUCTORY STATEMENT

STATE OF GEORGIA

COUNTY OF FULTON

AFFIANT'S CERTIFICATION AND SIGNATURE

NOTARIAL ACKNOWLEDGMENT

STATE OF GEORGIA

COUNTY OF FULTON

EXHIBIT A

LEGAL DESCRIPTIONS OF THE PROPERTIES

Record

Parties

Dates

Amounts