EXHIBIT A
LEGAL DESCRIPTIONS
Attached to and made a part of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
This Exhibit A sets forth the legal description of the real property owned by each Target Entity identified below. Each parcel description is based on the most recent ALTA/NSPS Land Title Survey (2021 Minimum Standard Detail Requirements) prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and the applicable title commitment issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer). In the event of any conflict between the legal descriptions set forth herein and the surveys or title commitments, the parties shall resolve such conflict in accordance with Section 5.3 of the Agreement. Unless the context otherwise requires, all references to bearings are based on the Georgia State Plane Coordinate System (East Zone, NAD 83), the Texas State Plane Coordinate System (South Central Zone, NAD 83), the Florida State Plane Coordinate System (East or West Zone, as applicable, NAD 83), the Tennessee State Plane Coordinate System (NAD 83), or the North Carolina State Plane Coordinate System (NAD 83), as appropriate for the jurisdiction in which the applicable property is located. All distances are expressed in United States Survey Feet.
PROPERTY 1
FAIRFIELD LOGISTICS CENTER I
Fairburn, Georgia
Target Entity: GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561)
Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County: Fulton County, State of Georgia
Property Type: Logistics
Rentable square Feet: 412,000
Year Built: 2020
Loan Reference: Loan 1-A (Pinnacle Federal Bank, N.A.)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 147 of the 14th District, Fulton County, Georgia, and being more particularly described as follows:
COMMENCING at a concrete monument found at the intersection of the southerly right-of-way line of Fairfield Industrial Boulevard (having a variable right-of-way width of 80 feet) and the westerly right-of-way line of Oakley Industrial Boulevard (having a right-of-way width of 60 feet); thence along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 312.45 feet to a concrete monument found, said monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, continuing along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,247.63 feet to an iron pin set;
THENCE, leaving said right-of-way line, South 02 degrees 17 minutes 42 seconds East, a distance of 1,436.28 feet to an iron pin set;
THENCE, South 87 degrees 48 minutes 06 seconds West, a distance of 214.37 feet to an iron pin set;
THENCE, South 02 degrees 11 minutes 54 seconds East, a distance of 487.92 feet to an iron pin set on the northerly line of lands now or formerly of Stonefield Holdings (Deed Book 42871, Page 116, Fulton County Superior Court Records);
THENCE, along said northerly line, North 87 degrees 42 minutes 18 seconds East, a distance of 1,462.00 feet to an iron pin set;
THENCE, leaving said northerly line, North 02 degrees 17 minutes 42 seconds West, a distance of 1,924.20 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 55.38 acres, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 15, 2024, last revised February 12, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 412, Page 87, Fulton County Superior Court Records.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Fairfield Industrial Boulevard, as shown on the aforesaid survey and as required by the Fulton County Department of Public Works.
ALSO SUBJECT TO a 30-foot-wide sanitary sewer easement in favor of Fulton County, Georgia, as recorded in Deed Book 51203, Page 442, Fulton County Superior Court Records.
NOTE: According to the Federal Emergency Management Agency Flood Insurance Rate Map, Community Panel Number 13121C0620G, effective date September 18, 2020, the subject property lies within Zone X (areas determined to be outside the 0.2% annual chance floodplain).
Tax Parcel Identification Number: 14-0147-LL-082-3
TOGETHER WITH all right, title, and interest of GMP Fairfield I LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Fairfield Industrial Boulevard and any and all adjacent public roads, all water and sewer capacity reservations, all development rights, air rights, mineral rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 2
FAIRFIELD LOGISTICS CENTER II
Fairburn, Georgia
Target Entity: GMP Fairfield II LLC, a Delaware limited liability company (EIN: 84-2310578)
Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County: Fulton County, State of Georgia
Property Type: Logistics
Rentable square Feet: 387,000
Year Built: 2020
Loan Reference: Loan 1-B (Pinnacle Federal Bank, N.A.)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 147 and Land Lot 148 of the 14th District, Fulton County, Georgia, and being more particularly described as follows:
COMMENCING at a concrete monument found at the intersection of the southerly right-of-way line of Fairfield Industrial Boulevard (having a variable right-of-way width of 80 feet) and the westerly right-of-way line of Oakley Industrial Boulevard (having a right-of-way width of 60 feet); thence along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,560.08 feet to a concrete monument found, said monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, continuing along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,138.52 feet to an iron pin set;
THENCE, leaving said right-of-way line, South 02 degrees 22 minutes 31 seconds East, a distance of 1,712.40 feet to an iron pin set on the northerly line of lands now or formerly of Stonefield Holdings (Deed Book 42871, Page 116, Fulton County Superior Court Records);
THENCE, along said northerly line, North 87 degrees 42 minutes 18 seconds East, a distance of 1,138.52 feet to an iron pin set, said point being on the easterly boundary of the tract herein described and being coincident with the westerly boundary of Property 1 (Fairfield Logistics Center I, GMP Fairfield I LLC);
THENCE, leaving said northerly line, North 02 degrees 17 minutes 42 seconds West, a distance of 1,712.40 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 44.82 acres, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 15, 2024, last revised February 12, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 412, Page 89, Fulton County Superior Court Records.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Fairfield Industrial Boulevard, as shown on the aforesaid survey and as required by the Fulton County Department of Public Works.
ALSO SUBJECT TO a reciprocal access easement between GMP Fairfield I LLC and GMP Fairfield II LLC, as recorded in Deed Book 56710, Page 203, Fulton County Superior Court Records, providing for shared vehicular and pedestrian access along the common boundary of the two parcels and over the shared driveway approach to Fairfield Industrial Boulevard.
ALSO SUBJECT TO a 20-foot-wide storm drainage easement in favor of Fulton County, Georgia, as recorded in Deed Book 51203, Page 450, Fulton County Superior Court Records.
Tax Parcel Identification Number: 14-0147-LL-083-1
TOGETHER WITH all right, title, and interest of GMP Fairfield II LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress, all shared access rights under the reciprocal access easement referenced above, all water and sewer capacity reservations, all development rights, air rights, mineral rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 3
WESTLAKE DISTRIBUTION HUB
Houston, Texas
Target Entity: GMP Westlake LLC, a Delaware limited liability company (EIN: 84-2415693)
Property Address: 11500 Westlake Parkway, Houston, Texas 77082
County: Harris County, State of Texas
Property Type: Logistics
Rentable square Feet: 624,000
Year Built: 2019
Loan Reference: Loan 1-C (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 78.64 acres, more or less, situated in the Isaac Tinsley Survey, Abstract No. 744, Harris County, Texas, and being out of and a part of that certain called 112.50-acre tract described in deed from Westlake Land Company, Ltd. to GMP Westlake LLC, recorded under Harris County Clerk's File Number 20190487632, Official Public Records of Harris County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found in the southwesterly right-of-way line of Westlake Parkway (having a right-of-way width of 120 feet) for the most northerly corner of the tract herein described, said point having Texas State Plane Coordinates (South Central Zone, NAD 83) of N: 13,831,247.42, E: 3,118,694.08;
THENCE, along the southwesterly right-of-way line of Westlake Parkway, South 42 degrees 15 minutes 33 seconds East, a distance of 2,148.76 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 47 degrees 44 minutes 27 seconds West, a distance of 1,593.41 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 42 degrees 15 minutes 33 seconds East, a distance of 412.08 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the northwesterly line of a 100-foot-wide Fenmore Corporation pipeline easement, as recorded under Harris County Clerk's File Number RP-2004-0216854, Official Public Records of Harris County, Texas;
THENCE, along the northwesterly line of said pipeline easement, South 47 degrees 44 minutes 27 seconds West, a distance of 876.22 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said pipeline easement line, North 42 degrees 15 minutes 33 seconds West, a distance of 2,560.84 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 47 degrees 44 minutes 27 seconds East, a distance of 2,469.63 feet to the POINT OF BEGINNING;
SAID TRACT containing 78.64 acres (3,425,198 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 22, 2024, last revised February 14, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record under Harris County Clerk's File Number 20240098741, Official Public Records of Harris County, Texas.
SUBJECT TO a right-of-way dedication of 15 feet along the southwesterly right-of-way line of Westlake Parkway, as shown on the aforesaid survey and as required by Harris County Flood Control District.
ALSO SUBJECT TO a 100-foot-wide Fenmore Corporation pipeline easement crossing the southeasterly portion of the tract, as described above.
NOTE: The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC (Report No. TEG-2024-0311, dated January 30, 2024) identified a de minimis recognized environmental condition (REC) on this property relating to historical petroleum product storage (two former 1,000-gallon underground storage tanks removed in 2002). Trident Environmental Group LLC concluded that the de minimis REC does not require further investigation or remediation based on the No Further Action letter issued by the Texas Commission on Environmental Quality (TCEQ PST Tracking No. 81724) dated August 14, 2003.
Tax Parcel Identification Number: 0744-0112-001-0009
TOGETHER WITH all right, title, and interest of GMP Westlake LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Westlake Parkway and any and all adjacent public roads, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 4
KATY FREEWAY LOGISTICS PARK
Katy, Texas
Target Entity: GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710)
Property Address: 22600 Katy Freeway, Katy, Texas 77449
County: Harris County, State of Texas
Property Type: Logistics
Rentable square Feet: 538,000
Year Built: 2021
Loan Reference: Loan 1-D (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 62.17 acres, more or less, situated in the William Harris Survey, Abstract No. 335, Harris County, Texas, and being all of Lot 1, Block 1, of KATY FREEWAY LOGISTICS PARK, a subdivision recorded under Harris County Clerk's File Number 20210174503, Map Records of Harris County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found at the intersection of the southerly right-of-way line of Interstate Highway 10 (Katy Freeway) (having a variable right-of-way width) and the westerly right-of-way line of Katy Hockley Road (having a right-of-way width of 80 feet) for the most northeasterly corner of the tract herein described;
THENCE, along the southerly right-of-way line of Interstate Highway 10 (Katy Freeway), the following courses and distances:
South 78 degrees 31 minutes 14 seconds West, a distance of 1,084.27 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for an angle point;
South 79 degrees 12 minutes 08 seconds West, a distance of 1,237.61 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 10 degrees 47 minutes 52 seconds East, a distance of 1,148.39 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 79 degrees 12 minutes 08 seconds East, a distance of 892.14 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 10 degrees 47 minutes 52 seconds East, a distance of 647.83 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the northerly line of lands now or formerly of Harris County Flood Control District (Deed recorded under Harris County Clerk's File Number RP-2008-0381247);
THENCE, along said northerly line, North 78 degrees 31 minutes 14 seconds East, a distance of 1,429.74 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner in the westerly right-of-way line of Katy Hockley Road;
THENCE, along the westerly right-of-way line of Katy Hockley Road, North 10 degrees 47 minutes 52 seconds West, a distance of 1,796.22 feet to the POINT OF BEGINNING;
SAID TRACT containing 62.17 acres (2,708,125 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 22, 2024, last revised February 14, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record under Harris County Clerk's File Number 20240098756, Official Public Records of Harris County, Texas.
SUBJECT TO a right-of-way reservation in favor of the Texas Department of Transportation along the southerly right-of-way line of Interstate Highway 10 (Katy Freeway), as shown on the aforesaid survey.
ALSO SUBJECT TO a 25-foot-wide drainage easement in favor of the Harris County Flood Control District, located along the southerly boundary of the tract, as recorded under Harris County Clerk's File Number 20210174512, Official Public Records of Harris County, Texas.
Tax Parcel Identification Number: 0335-0062-001-0001
TOGETHER WITH all right, title, and interest of GMP Katy LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Katy Hockley Road, frontage road access to Interstate Highway 10 (Katy Freeway), all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 5
ALLIANCE COMMERCE CENTER
Fort Worth, Texas
Target Entity: GMP Alliance LLC, a Delaware limited liability company (EIN: 84-2415728)
Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177
County: Tarrant County, State of Texas
Property Type: Logistics
Rentable square Feet: 485,000
Year Built: 2020
Loan Reference: Loan 1-E (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 58.93 acres, more or less, situated in the Elisha Hanks Survey, Abstract No. 681, Tarrant County, Texas, and being all of Lot 3, Block A, of ALLIANCE COMMERCE CENTER ADDITION, a subdivision recorded in Volume 388-211, Page 47, Plat Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found in the westerly right-of-way line of Alliance Gateway Boulevard (having a right-of-way width of 100 feet) for the most northeasterly corner of the tract herein described;
THENCE, along the westerly right-of-way line of Alliance Gateway Boulevard, South 00 degrees 14 minutes 22 seconds West, a distance of 2,412.57 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, North 89 degrees 45 minutes 38 seconds West, a distance of 1,064.83 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 00 degrees 14 minutes 22 seconds West, a distance of 318.76 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 89 degrees 45 minutes 38 seconds West, a distance of 847.29 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the easterly line of the Greaves Group right-of-way (having a right-of-way width of 200 feet);
THENCE, along said easterly right-of-way line, North 14 degrees 22 minutes 47 seconds West, a distance of 2,818.14 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 89 degrees 45 minutes 38 seconds East, a distance of 2,592.40 feet to the POINT OF BEGINNING;
SAID TRACT containing 58.93 acres (2,567,011 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 24, 2024, last revised February 15, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record in Volume 388-211, Page 53, Plat Records of Tarrant County, Texas.
SUBJECT TO a right-of-way dedication of 10 feet along the westerly right-of-way line of Alliance Gateway Boulevard, as shown on the aforesaid survey and as required by the City of Fort Worth.
ALSO SUBJECT TO a 30-foot-wide water line easement in favor of the City of Fort Worth, as recorded in Volume 17413, Page 892, Deed Records of Tarrant County, Texas.
Tax Parcel Identification Number: 04150-0681-003-00A
TOGETHER WITH all right, title, and interest of GMP Alliance LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Alliance Gateway Boulevard, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 6
LAKELAND CROSSINGS INDUSTRIAL
Lakeland, Florida
Target Entity: GMP Lakeland LLC, a Delaware limited liability company (EIN: 84-2527834)
Property Address: 7100 Drane Field Road, Lakeland, Florida 33811
County: Polk County, State of Florida
Property Type: Logistics
Rentable square Feet: 372,000
Year Built: 2019
Loan Reference: Loan 1-F (Pinnacle Federal Bank, N.A.)
Legal Description:
A PARCEL OF LAND lying in the Northeast 1/4 of Section 18, Township 29 South, Range 24 East, Polk County, Florida, and being more particularly described as follows:
COMMENCE at the Northeast corner of said Section 18, Township 29 South, Range 24 East; thence along the East line of said Section 18, South 00 degrees 08 minutes 41 seconds West, a distance of 412.78 feet to a concrete monument found on the southerly right-of-way line of Drane Field Road (having a right-of-way width of 100 feet), said monument being the POINT OF BEGINNING of the parcel herein described;
THENCE, along the southerly right-of-way line of Drane Field Road, North 89 degrees 51 minutes 19 seconds West, a distance of 1,847.63 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, leaving said right-of-way line, South 00 degrees 08 minutes 41 seconds West, a distance of 1,182.09 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 44 degrees 22 minutes 17 seconds West, a distance of 328.54 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 00 degrees 08 minutes 41 seconds West, a distance of 614.37 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner on the northerly line of lands now or formerly of Stonefield Holdings (Official Records Book 7214, Page 1892, Official Records of Polk County, Florida);
THENCE, along said northerly line, South 89 degrees 51 minutes 19 seconds East, a distance of 2,080.01 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner on the East line of said Section 18;
THENCE, along said East line, North 00 degrees 08 minutes 41 seconds East, a distance of 2,028.80 feet to the POINT OF BEGINNING;
SAID PARCEL containing 48.21 acres (2,100,028 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 28, 2024, last revised February 16, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Florida Professional Surveyor and Mapper No. 7248, and recorded in Plat Book 189, Page 41, Official Records of Polk County, Florida.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Drane Field Road, as shown on the aforesaid survey and as required by Polk County Public Works.
ALSO SUBJECT TO a 20-foot-wide utility easement in favor of the City of Lakeland, as recorded in Official Records Book 8431, Page 276, Official Records of Polk County, Florida.
ALSO SUBJECT TO a 15-foot-wide drainage easement in favor of the Southwest Florida Water Management District, as recorded in Official Records Book 8431, Page 289, Official Records of Polk County, Florida.
NOTE: The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC (Report No. TEG-2024-0314, dated February 2, 2024) identified a de minimis recognized environmental condition (REC) on this property relating to the presence of a former on-site agricultural chemical mixing area. Trident Environmental Group LLC concluded that the de minimis REC does not require further investigation or remediation based on the Site Rehabilitation Completion Order issued by the Florida Department of Environmental Protection (FDEP Facility ID No. 9811740) dated March 7, 2016.
NOTE: The Property Condition Assessment prepared by Arcadian Building Sciences, LLC (Report No. ABS-2024-PCA-06, dated February 5, 2024) identified immediate repair costs of $380,000 for this property, primarily consisting of HVAC rooftop unit replacements ($215,000), loading dock leveler and bumper replacements ($92,000), and parking lot resurfacing and striping ($73,000). Such immediate repair costs are addressed in accordance with Section 7.4 of the Agreement.
Tax Parcel Identification Number: 29-24-18-000000-041200
TOGETHER WITH all right, title, and interest of GMP Lakeland LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Drane Field Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 7
SOUTHPORT LOGISTICS PARK
Jacksonville, Florida
Target Entity: GMP Southport LLC, a Delaware limited liability company (EIN: 84-2527849)
Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218
County: Duval County, State of Florida
Property Type: Logistics
Rentable square Feet: 410,000
Year Built: 2021
Loan Reference: Loan 1-G (Pinnacle Federal Bank, N.A.)
Legal Description:
A PARCEL OF LAND lying in the Southwest 1/4 of Section 32, Township 1 South, Range 26 East, Duval County, Florida, and being all of Lot 4, SOUTHPORT LOGISTICS PARK, according to the plat thereof as recorded in Plat Book 78, Pages 14 through 16, of the Current Public Records of Duval County, Florida, and being more particularly described as follows:
COMMENCE at the Southwest corner of said Section 32, Township 1 South, Range 26 East; thence along the South line of said Section 32, North 89 degrees 36 minutes 42 seconds East, a distance of 648.21 feet; thence, leaving said South line, North 00 degrees 23 minutes 18 seconds West, a distance of 312.46 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") found on the northerly right-of-way line of Southport Connector Road (having a right-of-way width of 80 feet), said point being the POINT OF BEGINNING of the parcel herein described;
THENCE, along the northerly right-of-way line of Southport Connector Road, North 89 degrees 36 minutes 42 seconds East, a distance of 1,972.38 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, leaving said right-of-way line, North 00 degrees 23 minutes 18 seconds West, a distance of 1,287.64 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, North 45 degrees 12 minutes 08 seconds West, a distance of 247.19 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 89 degrees 36 minutes 42 seconds West, a distance of 1,797.56 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 00 degrees 23 minutes 18 seconds East, a distance of 1,462.43 feet to the POINT OF BEGINNING;
SAID PARCEL containing 61.84 acres (2,693,750 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 28, 2024, last revised February 16, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Florida Professional Surveyor and Mapper No. 7248, and recorded in Plat Book 78, Page 18, of the Current Public Records of Duval County, Florida.
SUBJECT TO a right-of-way dedication of 10 feet along the northerly right-of-way line of Southport Connector Road, as shown on the aforesaid survey and as required by the Jacksonville Transportation Authority.
ALSO SUBJECT TO a 25-foot-wide JEA (Jacksonville Electric Authority) utility easement along the northerly boundary of the parcel, as recorded in Official Records Book 18742, Page 1126, of the Current Public Records of Duval County, Florida.
Tax Parcel Identification Number: 012748-0004
TOGETHER WITH all right, title, and interest of GMP Southport LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Southport Connector Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 8
MURFREESBORO DISTRIBUTION CENTER
Murfreesboro, Tennessee
Target Entity: GMP Murfreesboro LLC, a Delaware limited liability company (EIN: 84-2527856)
Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127
County: Rutherford County, State of Tennessee
Property Type: Logistics
Rentable square Feet: 502,000
Year Built: 2020
Loan Reference: Loan 1-H (Pinnacle Federal Bank, N.A.)
Legal Description:
A CERTAIN TRACT OR PARCEL OF LAND lying and being in the 6th Civil District of Rutherford County, Tennessee, and being shown on Tax Map 54, Parcel 18.01, Rutherford County Tax Assessor's Office, and being more particularly described as follows:
BEGINNING at an iron pin found in the southeasterly right-of-way line of Joe B. Jackson Parkway (State Route 96, having a variable right-of-way width of 100 feet), said iron pin being located South 36 degrees 14 minutes 28 seconds West, a distance of 1,248.71 feet from the intersection of the southeasterly right-of-way line of Joe B. Jackson Parkway and the southwesterly right-of-way line of Medical Center Parkway, said iron pin being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the southeasterly right-of-way line of Joe B. Jackson Parkway, the following courses and distances:
South 36 degrees 14 minutes 28 seconds West, a distance of 1,847.92 feet to an iron pin set;
Along a curve to the left having a radius of 2,864.93 feet, an arc length of 412.67 feet, a chord bearing of South 32 degrees 05 minutes 14 seconds West, and a chord distance of 412.28 feet, to an iron pin set;
THENCE, leaving said right-of-way line, South 62 degrees 08 minutes 41 seconds East, a distance of 1,536.74 feet to an iron pin set;
THENCE, North 27 degrees 51 minutes 19 seconds East, a distance of 2,247.63 feet to an iron pin set;
THENCE, North 62 degrees 08 minutes 41 seconds West, a distance of 1,412.18 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 67.24 acres (2,929,094 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 30, 2024, last revised February 18, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Tennessee Registered Land Surveyor No. 2871, and recorded in Plat Cabinet 32, Slide 418, Rutherford County Register of Deeds office.
SUBJECT TO a right-of-way reservation along the southeasterly right-of-way line of Joe B. Jackson Parkway (State Route 96) in favor of the Tennessee Department of Transportation, as shown on the aforesaid survey.
ALSO SUBJECT TO a 30-foot-wide Consolidated Utility District of Rutherford County easement, as recorded in Record Book 1147, Page 812, Rutherford County Register of Deeds office.
Tax Parcel Identification Number: 054-018.01
EXHIBIT A
LEGAL DESCRIPTIONS
Attached to and made a part of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
This Exhibit A sets forth the legal description of the real property owned by each Target Entity identified below. Each parcel description is based on the most recent ALTA/NSPS Land Title Survey (2021 Minimum Standard Detail Requirements) prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and the applicable title commitment issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer). In the event of any conflict between the legal descriptions set forth herein and the surveys or title commitments, the parties shall resolve such conflict in accordance with Section 5.3 of the Agreement. Unless the context otherwise requires, all references to bearings are based on the Georgia State Plane Coordinate System (East Zone, NAD 83), the Texas State Plane Coordinate System (South Central Zone, NAD 83), the Florida State Plane Coordinate System (East or West Zone, as applicable, NAD 83), the Tennessee State Plane Coordinate System (NAD 83), or the North Carolina State Plane Coordinate System (NAD 83), as appropriate for the jurisdiction in which the applicable property is located. All distances are expressed in United States Survey Feet.
PROPERTY 1
FAIRFIELD LOGISTICS CENTER I
Fairburn, Georgia
Target Entity: GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561)
Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County: Fulton County, State of Georgia
Property Type: Logistics
Rentable square Feet: 412,000
Year Built: 2020
Loan Reference: Loan 1-A (Pinnacle Federal Bank, N.A.)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 147 of the 14th District, Fulton County, Georgia, and being more particularly described as follows:
COMMENCING at a concrete monument found at the intersection of the southerly right-of-way line of Fairfield Industrial Boulevard (having a variable right-of-way width of 80 feet) and the westerly right-of-way line of Oakley Industrial Boulevard (having a right-of-way width of 60 feet); thence along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 312.45 feet to a concrete monument found, said monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, continuing along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,247.63 feet to an iron pin set;
THENCE, leaving said right-of-way line, South 02 degrees 17 minutes 42 seconds East, a distance of 1,436.28 feet to an iron pin set;
THENCE, South 87 degrees 48 minutes 06 seconds West, a distance of 214.37 feet to an iron pin set;
THENCE, South 02 degrees 11 minutes 54 seconds East, a distance of 487.92 feet to an iron pin set on the northerly line of lands now or formerly of Stonefield Holdings (Deed Book 42871, Page 116, Fulton County Superior Court Records);
THENCE, along said northerly line, North 87 degrees 42 minutes 18 seconds East, a distance of 1,462.00 feet to an iron pin set;
THENCE, leaving said northerly line, North 02 degrees 17 minutes 42 seconds West, a distance of 1,924.20 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 55.38 acres, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 15, 2024, last revised February 12, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 412, Page 87, Fulton County Superior Court Records.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Fairfield Industrial Boulevard, as shown on the aforesaid survey and as required by the Fulton County Department of Public Works.
ALSO SUBJECT TO a 30-foot-wide sanitary sewer easement in favor of Fulton County, Georgia, as recorded in Deed Book 51203, Page 442, Fulton County Superior Court Records.
NOTE: According to the Federal Emergency Management Agency Flood Insurance Rate Map, Community Panel Number 13121C0620G, effective date September 18, 2020, the subject property lies within Zone X (areas determined to be outside the 0.2% annual chance floodplain).
Tax Parcel Identification Number: 14-0147-LL-082-3
TOGETHER WITH all right, title, and interest of GMP Fairfield I LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Fairfield Industrial Boulevard and any and all adjacent public roads, all water and sewer capacity reservations, all development rights, air rights, mineral rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 2
FAIRFIELD LOGISTICS CENTER II
Fairburn, Georgia
Target Entity: GMP Fairfield II LLC, a Delaware limited liability company (EIN: 84-2310578)
Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County: Fulton County, State of Georgia
Property Type: Logistics
Rentable square Feet: 387,000
Year Built: 2020
Loan Reference: Loan 1-B (Pinnacle Federal Bank, N.A.)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 147 and Land Lot 148 of the 14th District, Fulton County, Georgia, and being more particularly described as follows:
COMMENCING at a concrete monument found at the intersection of the southerly right-of-way line of Fairfield Industrial Boulevard (having a variable right-of-way width of 80 feet) and the westerly right-of-way line of Oakley Industrial Boulevard (having a right-of-way width of 60 feet); thence along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,560.08 feet to a concrete monument found, said monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, continuing along the southerly right-of-way line of Fairfield Industrial Boulevard, South 87 degrees 42 minutes 18 seconds West, a distance of 1,138.52 feet to an iron pin set;
THENCE, leaving said right-of-way line, South 02 degrees 22 minutes 31 seconds East, a distance of 1,712.40 feet to an iron pin set on the northerly line of lands now or formerly of Stonefield Holdings (Deed Book 42871, Page 116, Fulton County Superior Court Records);
THENCE, along said northerly line, North 87 degrees 42 minutes 18 seconds East, a distance of 1,138.52 feet to an iron pin set, said point being on the easterly boundary of the tract herein described and being coincident with the westerly boundary of Property 1 (Fairfield Logistics Center I, GMP Fairfield I LLC);
THENCE, leaving said northerly line, North 02 degrees 17 minutes 42 seconds West, a distance of 1,712.40 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 44.82 acres, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 15, 2024, last revised February 12, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 412, Page 89, Fulton County Superior Court Records.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Fairfield Industrial Boulevard, as shown on the aforesaid survey and as required by the Fulton County Department of Public Works.
ALSO SUBJECT TO a reciprocal access easement between GMP Fairfield I LLC and GMP Fairfield II LLC, as recorded in Deed Book 56710, Page 203, Fulton County Superior Court Records, providing for shared vehicular and pedestrian access along the common boundary of the two parcels and over the shared driveway approach to Fairfield Industrial Boulevard.
ALSO SUBJECT TO a 20-foot-wide storm drainage easement in favor of Fulton County, Georgia, as recorded in Deed Book 51203, Page 450, Fulton County Superior Court Records.
Tax Parcel Identification Number: 14-0147-LL-083-1
TOGETHER WITH all right, title, and interest of GMP Fairfield II LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress, all shared access rights under the reciprocal access easement referenced above, all water and sewer capacity reservations, all development rights, air rights, mineral rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 3
WESTLAKE DISTRIBUTION HUB
Houston, Texas
Target Entity: GMP Westlake LLC, a Delaware limited liability company (EIN: 84-2415693)
Property Address: 11500 Westlake Parkway, Houston, Texas 77082
County: Harris County, State of Texas
Property Type: Logistics
Rentable square Feet: 624,000
Year Built: 2019
Loan Reference: Loan 1-C (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 78.64 acres, more or less, situated in the Isaac Tinsley Survey, Abstract No. 744, Harris County, Texas, and being out of and a part of that certain called 112.50-acre tract described in deed from Westlake Land Company, Ltd. to GMP Westlake LLC, recorded under Harris County Clerk's File Number 20190487632, Official Public Records of Harris County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found in the southwesterly right-of-way line of Westlake Parkway (having a right-of-way width of 120 feet) for the most northerly corner of the tract herein described, said point having Texas State Plane Coordinates (South Central Zone, NAD 83) of N: 13,831,247.42, E: 3,118,694.08;
THENCE, along the southwesterly right-of-way line of Westlake Parkway, South 42 degrees 15 minutes 33 seconds East, a distance of 2,148.76 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 47 degrees 44 minutes 27 seconds West, a distance of 1,593.41 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 42 degrees 15 minutes 33 seconds East, a distance of 412.08 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the northwesterly line of a 100-foot-wide Fenmore Corporation pipeline easement, as recorded under Harris County Clerk's File Number RP-2004-0216854, Official Public Records of Harris County, Texas;
THENCE, along the northwesterly line of said pipeline easement, South 47 degrees 44 minutes 27 seconds West, a distance of 876.22 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said pipeline easement line, North 42 degrees 15 minutes 33 seconds West, a distance of 2,560.84 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 47 degrees 44 minutes 27 seconds East, a distance of 2,469.63 feet to the POINT OF BEGINNING;
SAID TRACT containing 78.64 acres (3,425,198 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 22, 2024, last revised February 14, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record under Harris County Clerk's File Number 20240098741, Official Public Records of Harris County, Texas.
SUBJECT TO a right-of-way dedication of 15 feet along the southwesterly right-of-way line of Westlake Parkway, as shown on the aforesaid survey and as required by Harris County Flood Control District.
ALSO SUBJECT TO a 100-foot-wide Fenmore Corporation pipeline easement crossing the southeasterly portion of the tract, as described above.
NOTE: The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC (Report No. TEG-2024-0311, dated January 30, 2024) identified a de minimis recognized environmental condition (REC) on this property relating to historical petroleum product storage (two former 1,000-gallon underground storage tanks removed in 2002). Trident Environmental Group LLC concluded that the de minimis REC does not require further investigation or remediation based on the No Further Action letter issued by the Texas Commission on Environmental Quality (TCEQ PST Tracking No. 81724) dated August 14, 2003.
Tax Parcel Identification Number: 0744-0112-001-0009
TOGETHER WITH all right, title, and interest of GMP Westlake LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Westlake Parkway and any and all adjacent public roads, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 4
KATY FREEWAY LOGISTICS PARK
Katy, Texas
Target Entity: GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710)
Property Address: 22600 Katy Freeway, Katy, Texas 77449
County: Harris County, State of Texas
Property Type: Logistics
Rentable square Feet: 538,000
Year Built: 2021
Loan Reference: Loan 1-D (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 62.17 acres, more or less, situated in the William Harris Survey, Abstract No. 335, Harris County, Texas, and being all of Lot 1, Block 1, of KATY FREEWAY LOGISTICS PARK, a subdivision recorded under Harris County Clerk's File Number 20210174503, Map Records of Harris County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found at the intersection of the southerly right-of-way line of Interstate Highway 10 (Katy Freeway) (having a variable right-of-way width) and the westerly right-of-way line of Katy Hockley Road (having a right-of-way width of 80 feet) for the most northeasterly corner of the tract herein described;
THENCE, along the southerly right-of-way line of Interstate Highway 10 (Katy Freeway), the following courses and distances:
South 78 degrees 31 minutes 14 seconds West, a distance of 1,084.27 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for an angle point;
South 79 degrees 12 minutes 08 seconds West, a distance of 1,237.61 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 10 degrees 47 minutes 52 seconds East, a distance of 1,148.39 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 79 degrees 12 minutes 08 seconds East, a distance of 892.14 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 10 degrees 47 minutes 52 seconds East, a distance of 647.83 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the northerly line of lands now or formerly of Harris County Flood Control District (Deed recorded under Harris County Clerk's File Number RP-2008-0381247);
THENCE, along said northerly line, North 78 degrees 31 minutes 14 seconds East, a distance of 1,429.74 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner in the westerly right-of-way line of Katy Hockley Road;
THENCE, along the westerly right-of-way line of Katy Hockley Road, North 10 degrees 47 minutes 52 seconds West, a distance of 1,796.22 feet to the POINT OF BEGINNING;
SAID TRACT containing 62.17 acres (2,708,125 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 22, 2024, last revised February 14, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record under Harris County Clerk's File Number 20240098756, Official Public Records of Harris County, Texas.
SUBJECT TO a right-of-way reservation in favor of the Texas Department of Transportation along the southerly right-of-way line of Interstate Highway 10 (Katy Freeway), as shown on the aforesaid survey.
ALSO SUBJECT TO a 25-foot-wide drainage easement in favor of the Harris County Flood Control District, located along the southerly boundary of the tract, as recorded under Harris County Clerk's File Number 20210174512, Official Public Records of Harris County, Texas.
Tax Parcel Identification Number: 0335-0062-001-0001
TOGETHER WITH all right, title, and interest of GMP Katy LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Katy Hockley Road, frontage road access to Interstate Highway 10 (Katy Freeway), all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 5
ALLIANCE COMMERCE CENTER
Fort Worth, Texas
Target Entity: GMP Alliance LLC, a Delaware limited liability company (EIN: 84-2415728)
Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177
County: Tarrant County, State of Texas
Property Type: Logistics
Rentable square Feet: 485,000
Year Built: 2020
Loan Reference: Loan 1-E (Pinnacle Federal Bank, N.A.)
Legal Description:
BEING a tract or parcel of land containing 58.93 acres, more or less, situated in the Elisha Hanks Survey, Abstract No. 681, Tarrant County, Texas, and being all of Lot 3, Block A, of ALLIANCE COMMERCE CENTER ADDITION, a subdivision recorded in Volume 388-211, Page 47, Plat Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8-inch iron rod with cap stamped "MERIDIAN LS" found in the westerly right-of-way line of Alliance Gateway Boulevard (having a right-of-way width of 100 feet) for the most northeasterly corner of the tract herein described;
THENCE, along the westerly right-of-way line of Alliance Gateway Boulevard, South 00 degrees 14 minutes 22 seconds West, a distance of 2,412.57 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, North 89 degrees 45 minutes 38 seconds West, a distance of 1,064.83 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, South 00 degrees 14 minutes 22 seconds West, a distance of 318.76 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, North 89 degrees 45 minutes 38 seconds West, a distance of 847.29 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner on the easterly line of the Greaves Group right-of-way (having a right-of-way width of 200 feet);
THENCE, along said easterly right-of-way line, North 14 degrees 22 minutes 47 seconds West, a distance of 2,818.14 feet to a 5/8-inch iron rod with cap stamped "MERIDIAN LS" set for corner;
THENCE, leaving said right-of-way line, South 89 degrees 45 minutes 38 seconds East, a distance of 2,592.40 feet to the POINT OF BEGINNING;
SAID TRACT containing 58.93 acres (2,567,011 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 24, 2024, last revised February 15, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Texas Registered Professional Land Surveyor No. 6187, and filed of record in Volume 388-211, Page 53, Plat Records of Tarrant County, Texas.
SUBJECT TO a right-of-way dedication of 10 feet along the westerly right-of-way line of Alliance Gateway Boulevard, as shown on the aforesaid survey and as required by the City of Fort Worth.
ALSO SUBJECT TO a 30-foot-wide water line easement in favor of the City of Fort Worth, as recorded in Volume 17413, Page 892, Deed Records of Tarrant County, Texas.
Tax Parcel Identification Number: 04150-0681-003-00A
TOGETHER WITH all right, title, and interest of GMP Alliance LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Alliance Gateway Boulevard, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 6
LAKELAND CROSSINGS INDUSTRIAL
Lakeland, Florida
Target Entity: GMP Lakeland LLC, a Delaware limited liability company (EIN: 84-2527834)
Property Address: 7100 Drane Field Road, Lakeland, Florida 33811
County: Polk County, State of Florida
Property Type: Logistics
Rentable square Feet: 372,000
Year Built: 2019
Loan Reference: Loan 1-F (Pinnacle Federal Bank, N.A.)
Legal Description:
A PARCEL OF LAND lying in the Northeast 1/4 of Section 18, Township 29 South, Range 24 East, Polk County, Florida, and being more particularly described as follows:
COMMENCE at the Northeast corner of said Section 18, Township 29 South, Range 24 East; thence along the East line of said Section 18, South 00 degrees 08 minutes 41 seconds West, a distance of 412.78 feet to a concrete monument found on the southerly right-of-way line of Drane Field Road (having a right-of-way width of 100 feet), said monument being the POINT OF BEGINNING of the parcel herein described;
THENCE, along the southerly right-of-way line of Drane Field Road, North 89 degrees 51 minutes 19 seconds West, a distance of 1,847.63 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, leaving said right-of-way line, South 00 degrees 08 minutes 41 seconds West, a distance of 1,182.09 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 44 degrees 22 minutes 17 seconds West, a distance of 328.54 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 00 degrees 08 minutes 41 seconds West, a distance of 614.37 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner on the northerly line of lands now or formerly of Stonefield Holdings (Official Records Book 7214, Page 1892, Official Records of Polk County, Florida);
THENCE, along said northerly line, South 89 degrees 51 minutes 19 seconds East, a distance of 2,080.01 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner on the East line of said Section 18;
THENCE, along said East line, North 00 degrees 08 minutes 41 seconds East, a distance of 2,028.80 feet to the POINT OF BEGINNING;
SAID PARCEL containing 48.21 acres (2,100,028 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 28, 2024, last revised February 16, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Florida Professional Surveyor and Mapper No. 7248, and recorded in Plat Book 189, Page 41, Official Records of Polk County, Florida.
SUBJECT TO a right-of-way dedication of 10 feet along the southerly right-of-way line of Drane Field Road, as shown on the aforesaid survey and as required by Polk County Public Works.
ALSO SUBJECT TO a 20-foot-wide utility easement in favor of the City of Lakeland, as recorded in Official Records Book 8431, Page 276, Official Records of Polk County, Florida.
ALSO SUBJECT TO a 15-foot-wide drainage easement in favor of the Southwest Florida Water Management District, as recorded in Official Records Book 8431, Page 289, Official Records of Polk County, Florida.
NOTE: The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC (Report No. TEG-2024-0314, dated February 2, 2024) identified a de minimis recognized environmental condition (REC) on this property relating to the presence of a former on-site agricultural chemical mixing area. Trident Environmental Group LLC concluded that the de minimis REC does not require further investigation or remediation based on the Site Rehabilitation Completion Order issued by the Florida Department of Environmental Protection (FDEP Facility ID No. 9811740) dated March 7, 2016.
NOTE: The Property Condition Assessment prepared by Arcadian Building Sciences, LLC (Report No. ABS-2024-PCA-06, dated February 5, 2024) identified immediate repair costs of $380,000 for this property, primarily consisting of HVAC rooftop unit replacements ($215,000), loading dock leveler and bumper replacements ($92,000), and parking lot resurfacing and striping ($73,000). Such immediate repair costs are addressed in accordance with Section 7.4 of the Agreement.
Tax Parcel Identification Number: 29-24-18-000000-041200
TOGETHER WITH all right, title, and interest of GMP Lakeland LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Drane Field Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 7
SOUTHPORT LOGISTICS PARK
Jacksonville, Florida
Target Entity: GMP Southport LLC, a Delaware limited liability company (EIN: 84-2527849)
Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218
County: Duval County, State of Florida
Property Type: Logistics
Rentable square Feet: 410,000
Year Built: 2021
Loan Reference: Loan 1-G (Pinnacle Federal Bank, N.A.)
Legal Description:
A PARCEL OF LAND lying in the Southwest 1/4 of Section 32, Township 1 South, Range 26 East, Duval County, Florida, and being all of Lot 4, SOUTHPORT LOGISTICS PARK, according to the plat thereof as recorded in Plat Book 78, Pages 14 through 16, of the Current Public Records of Duval County, Florida, and being more particularly described as follows:
COMMENCE at the Southwest corner of said Section 32, Township 1 South, Range 26 East; thence along the South line of said Section 32, North 89 degrees 36 minutes 42 seconds East, a distance of 648.21 feet; thence, leaving said South line, North 00 degrees 23 minutes 18 seconds West, a distance of 312.46 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") found on the northerly right-of-way line of Southport Connector Road (having a right-of-way width of 80 feet), said point being the POINT OF BEGINNING of the parcel herein described;
THENCE, along the northerly right-of-way line of Southport Connector Road, North 89 degrees 36 minutes 42 seconds East, a distance of 1,972.38 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, leaving said right-of-way line, North 00 degrees 23 minutes 18 seconds West, a distance of 1,287.64 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, North 45 degrees 12 minutes 08 seconds West, a distance of 247.19 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 89 degrees 36 minutes 42 seconds West, a distance of 1,797.56 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 00 degrees 23 minutes 18 seconds East, a distance of 1,462.43 feet to the POINT OF BEGINNING;
SAID PARCEL containing 61.84 acres (2,693,750 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 28, 2024, last revised February 16, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Florida Professional Surveyor and Mapper No. 7248, and recorded in Plat Book 78, Page 18, of the Current Public Records of Duval County, Florida.
SUBJECT TO a right-of-way dedication of 10 feet along the northerly right-of-way line of Southport Connector Road, as shown on the aforesaid survey and as required by the Jacksonville Transportation Authority.
ALSO SUBJECT TO a 25-foot-wide JEA (Jacksonville Electric Authority) utility easement along the northerly boundary of the parcel, as recorded in Official Records Book 18742, Page 1126, of the Current Public Records of Duval County, Florida.
Tax Parcel Identification Number: 012748-0004
TOGETHER WITH all right, title, and interest of GMP Southport LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Southport Connector Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 8
MURFREESBORO DISTRIBUTION CENTER
Murfreesboro, Tennessee
Target Entity: GMP Murfreesboro LLC, a Delaware limited liability company (EIN: 84-2527856)
Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127
County: Rutherford County, State of Tennessee
Property Type: Logistics
Rentable square Feet: 502,000
Year Built: 2020
Loan Reference: Loan 1-H (Pinnacle Federal Bank, N.A.)
Legal Description:
A CERTAIN TRACT OR PARCEL OF LAND lying and being in the 6th Civil District of Rutherford County, Tennessee, and being shown on Tax Map 54, Parcel 18.01, Rutherford County Tax Assessor's Office, and being more particularly described as follows:
BEGINNING at an iron pin found in the southeasterly right-of-way line of Joe B. Jackson Parkway (State Route 96, having a variable right-of-way width of 100 feet), said iron pin being located South 36 degrees 14 minutes 28 seconds West, a distance of 1,248.71 feet from the intersection of the southeasterly right-of-way line of Joe B. Jackson Parkway and the southwesterly right-of-way line of Medical Center Parkway, said iron pin being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the southeasterly right-of-way line of Joe B. Jackson Parkway, the following courses and distances:
South 36 degrees 14 minutes 28 seconds West, a distance of 1,847.92 feet to an iron pin set;
Along a curve to the left having a radius of 2,864.93 feet, an arc length of 412.67 feet, a chord bearing of South 32 degrees 05 minutes 14 seconds West, and a chord distance of 412.28 feet, to an iron pin set;
THENCE, leaving said right-of-way line, South 62 degrees 08 minutes 41 seconds East, a distance of 1,536.74 feet to an iron pin set;
THENCE, North 27 degrees 51 minutes 19 seconds East, a distance of 2,247.63 feet to an iron pin set;
THENCE, North 62 degrees 08 minutes 41 seconds West, a distance of 1,412.18 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 67.24 acres (2,929,094 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated January 30, 2024, last revised February 18, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Tennessee Registered Land Surveyor No. 2871, and recorded in Plat Cabinet 32, Slide 418, Rutherford County Register of Deeds office.
SUBJECT TO a right-of-way reservation along the southeasterly right-of-way line of Joe B. Jackson Parkway (State Route 96) in favor of the Tennessee Department of Transportation, as shown on the aforesaid survey.
ALSO SUBJECT TO a 30-foot-wide Consolidated Utility District of Rutherford County easement, as recorded in Record Book 1147, Page 812, Rutherford County Register of Deeds office.
Tax Parcel Identification Number: 054-018.01
TOGETHER WITH all right, title, and interest of GMP Murfreesboro LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Joe B. Jackson Parkway, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 9
BUCKHEAD PLACE OFFICE TOWER
Atlanta, Georgia
Target Entity: GMP Buckhead LLC, a Delaware limited liability company (EIN: 84-2639901)
Property Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326
County: Fulton County, State of Georgia
Property Type: Office
Rentable square Feet: 285,000
Year Built: 2018
Loan Reference: Loan 2-A (Veltrano Capital Lending Corp.)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 56 of the 17th District, Fulton County, Georgia, and being more particularly described as follows:
BEGINNING at a concrete monument found at a point on the westerly right-of-way line of Peachtree Road NE (having a variable right-of-way width), said monument being located North 17 degrees 42 minutes 33 seconds East, a distance of 487.26 feet from the intersection of the westerly right-of-way line of Peachtree Road NE and the northerly right-of-way line of Lenox Road NE, said concrete monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the westerly right-of-way line of Peachtree Road NE, the following courses and distances:
North 17 degrees 42 minutes 33 seconds East, a distance of 312.48 feet to an iron pin set;
Along a curve to the left having a radius of 1,847.21 feet, an arc length of 87.36 feet, a chord bearing of North 16 degrees 23 minutes 08 seconds East, and a chord distance of 87.35 feet, to an iron pin set;
THENCE, leaving said right-of-way line, North 72 degrees 17 minutes 27 seconds West, a distance of 418.93 feet to an iron pin set;
THENCE, South 17 degrees 42 minutes 33 seconds West, a distance of 398.41 feet to an iron pin set;
THENCE, South 72 degrees 17 minutes 27 seconds East, a distance of 412.67 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 3.62 acres (157,687 square feet) of land area, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 1, 2024, last revised February 19, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 414, Page 12, Fulton County Superior Court Records.
SUBJECT TO a right-of-way reservation along the westerly right-of-way line of Peachtree Road NE in favor of the Georgia Department of Transportation and the City of Atlanta, as shown on the aforesaid survey.
ALSO SUBJECT TO a 15-foot-wide sanitary sewer easement in favor of the City of Atlanta Department of Watershed Management, as recorded in Deed Book 54821, Page 674, Fulton County Superior Court Records.
ALSO SUBJECT TO the Declaration of Easements, Covenants, Conditions, and Restrictions for Buckhead Place dated June 12, 2017, and recorded in Deed Book 58143, Page 112, Fulton County Superior Court Records, as amended by that certain First Amendment to Declaration dated September 4, 2018, and recorded in Deed Book 59201, Page 847, Fulton County Superior Court Records.
NOTE: The Property Condition Assessment prepared by Arcadian Building Sciences, LLC (Report No. ABS-2024-PCA-09, dated February 8, 2024) identified immediate repair costs of $890,000 for this property, representing the largest single allocation among the four properties with PCA-identified immediate repair needs. Such costs primarily consist of elevator modernization for three (3) passenger elevators ($412,000), building envelope sealant replacement ($198,000), garage membrane waterproofing repairs ($167,000), and fire alarm panel replacement ($113,000). Such immediate repair costs are addressed in accordance with Section 7.4 of the Agreement.
Tax Parcel Identification Number: 17-0056-LL-041-7
TOGETHER WITH all right, title, and interest of GMP Buckhead LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Peachtree Road NE, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 10
SOUTHPARK CORPORATE CENTER
Charlotte, North Carolina
Target Entity: GMP SouthPark LLC, a Delaware limited liability company (EIN: 84-2639918)
Property Address: 6200 Fairview Road, Charlotte, North Carolina 28210
County: Mecklenburg County, State of North Carolina
Property Type: Office
Rentable square Feet: 218,000
Year Built: 2017
Loan Reference: Loan 2-B (Veltrano Capital Lending Corp.)
Legal Description:
BEING all of Lot 7, Block B, of SOUTHPARK CORPORATE CENTER, according to the map thereof recorded in Map Book 58, Page 214, Mecklenburg County Register of Deeds office, Mecklenburg County, North Carolina, and being more particularly described by metes and bounds as follows:
BEGINNING at an existing iron pipe found at the intersection of the southerly right-of-way line of Fairview Road (having a right-of-way width of 80 feet, per NC DOT SR 3642) and the westerly line of Lot 6, Block B, of said SOUTHPARK CORPORATE CENTER, said point being the most northeasterly corner of the lot herein described and the TRUE POINT OF BEGINNING;
THENCE, along the southerly right-of-way line of Fairview Road, South 72 degrees 48 minutes 14 seconds West, a distance of 487.32 feet to an iron rod with cap (stamped "MERIDIAN LS") set for corner;
THENCE, leaving said right-of-way line, South 17 degrees 11 minutes 46 seconds East, a distance of 612.84 feet to an iron rod with cap (stamped "MERIDIAN LS") set for corner;
THENCE, South 72 degrees 48 minutes 14 seconds West, a distance of 148.27 feet to an iron rod with cap (stamped "MERIDIAN LS") set for corner;
THENCE, South 17 degrees 11 minutes 46 seconds East, a distance of 314.59 feet to an iron rod with cap (stamped "MERIDIAN LS") set for corner on the northerly line of Lot 12, Block B, of said SOUTHPARK CORPORATE CENTER;
THENCE, along the northerly line of said Lot 12 and continuing along the northerly lines of Lots 11, 10, 9, and 8, North 72 degrees 48 minutes 14 seconds East, a distance of 635.59 feet to an iron rod with cap (stamped "MERIDIAN LS") set for corner at the southwesterly corner of said Lot 6, Block B;
THENCE, along the westerly line of said Lot 6, North 17 degrees 11 minutes 46 seconds West, a distance of 927.43 feet to the TRUE POINT OF BEGINNING;
SAID LOT containing 5.47 acres (238,273 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 3, 2024, last revised February 20, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, North Carolina Professional Land Surveyor No. L-4912, and recorded in Map Book 58, Page 218, Mecklenburg County Register of Deeds office.
SUBJECT TO a right-of-way dedication of 5 feet along the southerly right-of-way line of Fairview Road, as shown on the aforesaid survey and as required by the City of Charlotte/North Carolina Department of Transportation.
ALSO SUBJECT TO a 20-foot-wide Charlotte Water sanitary sewer easement, as recorded in Book 31472, Page 841, Mecklenburg County Register of Deeds office.
ALSO SUBJECT TO the Declaration of Restrictive Covenants for SouthPark Corporate Center dated April 22, 2015, and recorded in Book 30187, Page 112, Mecklenburg County Register of Deeds office.
NOTE: The Property Condition Assessment prepared by Arcadian Building Sciences, LLC (Report No. ABS-2024-PCA-10, dated February 8, 2024) identified immediate repair costs of $250,000 for this property, primarily consisting of chiller replacement ($142,000), parking lot crack sealing and overlay ($68,000), and ADA accessibility upgrades to building entrances ($40,000). Such immediate repair costs are addressed in accordance with Section 7.4 of the Agreement.
Tax Parcel Identification Number: 209-131-47
TOGETHER WITH all right, title, and interest of GMP SouthPark LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Fairview Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 11
COOL SPRINGS OFFICE PARK
Brentwood, Tennessee
Target Entity: GMP Cool Springs LLC, a Delaware limited liability company (EIN: 84-2639925)
Property Address: 5000 Virginia Way, Brentwood, Tennessee 37027
County: Williamson County, State of Tennessee
Property Type: Office
Rentable square Feet: 196,000
Year Built: 2016
Loan Reference: Loan 2-C (Veltrano Capital Lending Corp.)
Legal Description:
A CERTAIN TRACT OR PARCEL OF LAND lying and being in the 4th Civil District of Williamson County, Tennessee, and being shown on Tax Map 94, Parcel 72.03, Williamson County Tax Assessor's Office, and being more particularly described as follows:
BEGINNING at an iron pin found in the northwesterly right-of-way line of Virginia Way (having a right-of-way width of 60 feet), said iron pin being located South 48 degrees 32 minutes 17 seconds West, a distance of 714.38 feet from the intersection of the northwesterly right-of-way line of Virginia Way and the southwesterly right-of-way line of Meridian Boulevard, said iron pin being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the northwesterly right-of-way line of Virginia Way, the following courses and distances:
South 48 degrees 32 minutes 17 seconds West, a distance of 624.81 feet to an iron pin set;
Along a curve to the right having a radius of 1,412.56 feet, an arc length of 318.47 feet, a chord bearing of South 55 degrees 00 minutes 42 seconds West, and a chord distance of 317.94 feet, to an iron pin set;
THENCE, leaving said right-of-way line, North 28 degrees 30 minutes 52 seconds West, a distance of 847.16 feet to an iron pin set;
THENCE, North 61 degrees 29 minutes 08 seconds East, a distance of 412.93 feet to an iron pin set;
THENCE, North 28 degrees 30 minutes 52 seconds West, a distance of 214.87 feet to an iron pin set;
THENCE, North 61 degrees 29 minutes 08 seconds East, a distance of 587.41 feet to an iron pin set;
THENCE, South 28 degrees 30 minutes 52 seconds East, a distance of 918.36 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 8.74 acres (380,594 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 4, 2024, last revised February 20, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Tennessee Registered Land Surveyor No. 2871, and recorded in Plat Cabinet 24, Slide 287, Williamson County Register of Deeds office.
SUBJECT TO a right-of-way dedication of 5 feet along the northwesterly right-of-way line of Virginia Way, as shown on the aforesaid survey and as required by the City of Brentwood.
ALSO SUBJECT TO a 20-foot-wide water line easement in favor of the Water Authority of Williamson County, as recorded in Book 4812, Page 618, Williamson County Register of Deeds office.
ALSO SUBJECT TO the Declaration of Covenants, Conditions, and Restrictions for Cool Springs Office Park dated March 15, 2014, and recorded in Book 4614, Page 341, Williamson County Register of Deeds office, as amended by that certain First Amendment to Declaration dated November 9, 2015, and recorded in Book 4891, Page 112, Williamson County Register of Deeds office.
NOTE: The Property Condition Assessment prepared by Arcadian Building Sciences, LLC (Report No. ABS-2024-PCA-11, dated February 8, 2024) identified immediate repair costs of $620,000 for this property, primarily consisting of roof membrane replacement on Building B ($287,000), cooling tower replacement ($184,000), parking garage expansion joint sealant replacement ($89,000), and building management system (BMS) controller upgrades ($60,000). Such immediate repair costs are addressed in accordance with Section 7.4 of the Agreement.
Tax Parcel Identification Number: 094-072.03
TOGETHER WITH all right, title, and interest of GMP Cool Springs LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Virginia Way, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 12
BRICKELL BAY OFFICE BUILDING
Miami, Florida
Target Entity: GMP Brickell LLC, a Delaware limited liability company (EIN: 84-2639932)
Property Address: 1450 Brickell Avenue, Miami, Florida 33131
County: Miami-Dade County, State of Florida
Property Type: Office
Rentable square Feet: 152,000
Year Built: 2019
Loan Reference: Loan 2-D (Veltrano Capital Lending Corp.)
Legal Description:
A PARCEL OF LAND lying in the Northeast 1/4 of Section 3, Township 54 South, Range 41 East, Miami-Dade County, Florida, and being a portion of BRICKELL BAY, according to the plat thereof as recorded in Plat Book 174, Page 28, of the Public Records of Miami-Dade County, Florida, and being more particularly described as follows:
COMMENCE at the Northeast corner of said Section 3, Township 54 South, Range 41 East; thence along the East line of said Section 3, South 00 degrees 11 minutes 47 seconds West, a distance of 1,247.83 feet; thence, leaving said East line, South 89 degrees 48 minutes 13 seconds West, a distance of 312.09 feet to a point on the westerly right-of-way line of Brickell Avenue (having a variable right-of-way width), said point being the POINT OF BEGINNING of the parcel herein described;
THENCE, along the westerly right-of-way line of Brickell Avenue, South 12 degrees 34 minutes 22 seconds West, a distance of 218.47 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, leaving said right-of-way line, North 77 degrees 25 minutes 38 seconds West, a distance of 312.84 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, North 12 degrees 34 minutes 22 seconds East, a distance of 218.47 feet to an iron rod and cap (stamped "MERIDIAN LS No. 7248") set for corner;
THENCE, South 77 degrees 25 minutes 38 seconds East, a distance of 312.84 feet to the POINT OF BEGINNING;
SAID PARCEL containing 1.57 acres (68,347 square feet) of land area, more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 5, 2024, last revised February 21, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Florida Professional Surveyor and Mapper No. 7248, and recorded in Plat Book 174, Page 32, of the Public Records of Miami-Dade County, Florida.
SUBJECT TO a right-of-way reservation along the westerly right-of-way line of Brickell Avenue in favor of the Florida Department of Transportation and the City of Miami, as shown on the aforesaid survey.
ALSO SUBJECT TO a 10-foot-wide Miami-Dade Water and Sewer Department (WASD) utility easement, as recorded in Official Records Book 31247, Page 4187, of the Public Records of Miami-Dade County, Florida.
ALSO SUBJECT TO the Declaration of Covenants and Restrictions for Brickell Bay dated September 8, 2017, and recorded in Official Records Book 31012, Page 2841, of the Public Records of Miami-Dade County, Florida.
Tax Parcel Identification Number (Folio Number): 01-3203-014-0210
TOGETHER WITH all right, title, and interest of GMP Brickell LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Brickell Avenue, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 13
PEACHTREE CORNERS LOGISTICS CENTER
Peachtree Corners, Georgia
Target Entity: GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063)
Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071
County: Gwinnett County, State of Georgia
Property Type: Logistics
Rentable square Feet: 345,000
Year Built: 2020
Loan Reference: Loan 3-A (Sycamore Life Insurance Company)
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 318 of the 6th District, Gwinnett County, Georgia, and being more particularly described as follows:
BEGINNING at a concrete monument found at a point on the easterly right-of-way line of Peachtree Industrial Boulevard (State Route 141, having a variable right-of-way width of 150 feet), said monument being located South 24 degrees 18 minutes 42 seconds West, a distance of 847.63 feet from the intersection of the easterly right-of-way line of Peachtree Industrial Boulevard and the southerly right-of-way line of Holcomb Bridge Road, said concrete monument being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the easterly right-of-way line of Peachtree Industrial Boulevard, the following courses and distances:
South 24 degrees 18 minutes 42 seconds West, a distance of 1,412.87 feet to an iron pin set;
Along a curve to the left having a radius of 3,248.17 feet, an arc length of 287.43 feet, a chord bearing of South 21 degrees 47 minutes 08 seconds West, and a chord distance of 287.31 feet, to an iron pin set;
THENCE, leaving said right-of-way line, South 70 degrees 15 minutes 32 seconds East, a distance of 1,187.94 feet to an iron pin set;
THENCE, North 19 degrees 44 minutes 28 seconds East, a distance of 847.21 feet to an iron pin set;
THENCE, South 70 degrees 15 minutes 32 seconds East, a distance of 312.47 feet to an iron pin set;
THENCE, North 19 degrees 44 minutes 28 seconds East, a distance of 874.36 feet to an iron pin set;
THENCE, North 70 degrees 15 minutes 32 seconds West, a distance of 1,614.82 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 42.18 acres (1,837,321 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 6, 2024, last revised February 22, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Georgia Registered Land Surveyor No. 3284, and recorded in Plat Book 128, Page 47, Gwinnett County Superior Court Records.
SUBJECT TO a right-of-way reservation along the easterly right-of-way line of Peachtree Industrial Boulevard (State Route 141) in favor of the Georgia Department of Transportation, as shown on the aforesaid survey.
ALSO SUBJECT TO a 25-foot-wide sanitary sewer easement in favor of Gwinnett County Department of Water Resources, as recorded in Deed Book 54128, Page 312, Gwinnett County Superior Court Records.
ALSO SUBJECT TO a 15-foot-wide Drayton Holdings transmission line easement along the northerly boundary of the tract, as recorded in Deed Book 48917, Page 841, Gwinnett County Superior Court Records.
Tax Parcel Identification Number: R6318-004
TOGETHER WITH all right, title, and interest of GMP Peachtree LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from Peachtree Industrial Boulevard, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PROPERTY 14
MOUNT JULIET COMMERCE PARK
Mount Juliet, Tennessee
Target Entity: GMP Mount Juliet LLC, a Delaware limited liability company (EIN: 84-2741070)
Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122
County: Wilson County, State of Tennessee
Property Type: Logistics
Rentable square Feet: 298,000
Year Built: 2021
Loan Reference: Loan 3-B (Sycamore Life Insurance Company)
Legal Description:
A CERTAIN TRACT OR PARCEL OF LAND lying and being in the 8th Civil District of Wilson County, Tennessee, and being shown on Tax Map 62, Parcel 34.02, Wilson County Tax Assessor's Office, and being more particularly described as follows:
BEGINNING at an iron pin found in the westerly right-of-way line of South Mount Juliet Road (State Route 171, having a right-of-way width of 80 feet), said iron pin being located South 04 degrees 12 minutes 38 seconds West, a distance of 1,012.47 feet from the intersection of the westerly right-of-way line of South Mount Juliet Road and the southerly right-of-way line of Interstate Highway 40 (having a variable right-of-way width), said iron pin being the TRUE POINT OF BEGINNING of the tract herein described;
THENCE, along the westerly right-of-way line of South Mount Juliet Road, the following courses and distances:
South 04 degrees 12 minutes 38 seconds West, a distance of 1,287.63 feet to an iron pin set;
Along a curve to the right having a radius of 2,147.82 feet, an arc length of 412.18 feet, a chord bearing of South 09 degrees 42 minutes 14 seconds West, and a chord distance of 411.74 feet, to an iron pin set;
THENCE, leaving said right-of-way line, North 84 degrees 11 minutes 47 seconds West, a distance of 1,148.27 feet to an iron pin set;
THENCE, North 05 degrees 48 minutes 13 seconds East, a distance of 612.84 feet to an iron pin set;
THENCE, North 84 degrees 11 minutes 47 seconds West, a distance of 247.36 feet to an iron pin set;
THENCE, North 05 degrees 48 minutes 13 seconds East, a distance of 1,094.71 feet to an iron pin set;
THENCE, South 84 degrees 11 minutes 47 seconds East, a distance of 1,487.21 feet to the TRUE POINT OF BEGINNING;
SAID TRACT containing 38.42 acres (1,673,575 square feet), more or less, as shown on that certain ALTA/NSPS Land Title Survey dated February 7, 2024, last revised February 22, 2024, prepared by Meridian Land Surveying, Inc., bearing the certification of Daniel Caulfield, Tennessee Registered Land Surveyor No. 2871, and recorded in Plat Cabinet 18, Slide 214, Wilson County Register of Deeds office.
SUBJECT TO a right-of-way reservation along the westerly right-of-way line of South Mount Juliet Road (State Route 171) in favor of the Tennessee Department of Transportation, as shown on the aforesaid survey.
ALSO SUBJECT TO a 25-foot-wide Wilson County water and sewer easement, as recorded in Book 1847, Page 412, Wilson County Register of Deeds office.
ALSO SUBJECT TO a 30-foot-wide Beaumont Enterprises transmission line easement along the southerly boundary of the tract, as recorded in Book 1712, Page 287, Wilson County Register of Deeds office.
Tax Parcel Identification Number: 062-034.02
TOGETHER WITH all right, title, and interest of GMP Mount Juliet LLC in and to all easements, rights-of-way, strips, gores, and appurtenances benefiting said parcel, including without limitation all rights of ingress and egress to and from South Mount Juliet Road, all water and sewer capacity reservations, all development rights, air rights, and all other rights, privileges, and hereditaments appurtenant thereto.
PORTFOLIO SUMMARY TABLE
The following table provides a summary of the fourteen (14) properties described in this Exhibit A:
Total Portfolio: 5,224,000 Rentable square Feet across 14 properties in 5 states (Georgia, Texas, Florida, Tennessee, and North Carolina).
• Logistics: 10 properties / 4,373,000 RSF (83.7% of total portfolio RSF)
• Office: 4 properties / 851,000 RSF (16.3% of total portfolio RSF)
NOTES AND QUALIFICATIONS
1. Survey Confirmation. Each legal description set forth in this Exhibit A has been confirmed against the corresponding ALTA/NSPS Land Title Survey (2021 Minimum Standard Detail Requirements) prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and certified to Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and the applicable mortgage lender(s) for each property (i.e., Pinnacle Federal Bank, N.A. with respect to Loans 1-A through 1-H; Veltrano Capital Lending Corp. with respect to Loans 2-A through 2-D; and Sycamore Life Insurance Company with respect to Loans 3-A and 3-B). Each survey was prepared and certified in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as adopted by the American Land Title Association and the National Society of Professional Surveyors, including Table A optional items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, and 19.
2. Title Commitment Consistency. Each legal description set forth in this Exhibit A is consistent with the corresponding title commitment issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer), as identified in the applicable commitment number set forth on Exhibit O to the Agreement. Each title commitment was issued as of a date no earlier than January 15, 2024, and the effective date of each such commitment is set forth in the applicable title commitment.
3. Permitted Exceptions. The permitted exceptions applicable to each property described herein are set forth in Exhibit P to the Agreement. The easements, rights-of-way, declarations, and other encumbrances referenced in the individual legal descriptions above are among, but are not necessarily all of, the permitted exceptions for each property.
4. Title and Survey Review. The parties' rights and obligations with respect to the review of title commitments, surveys, and legal descriptions are governed by Section 5.3 of the Agreement. The deadline for Buyer to deliver a Title Objection Notice to Seller with respect to any matters disclosed by the title commitments or surveys is March 29, 2024.
5. Defined Terms. Capitalized terms used but not otherwise defined in this Exhibit A shall have the meanings ascribed to such terms in the Agreement.
6. Title Insurance. The aggregate insured amount under the ALTA Owner's Policies of Title Insurance (2021 form, with endorsements as specified in Section 5.3(d) of the Agreement) to be issued by Commonwealth National Title Insurance Company at Closing in favor of Buyer (or its designee) equals $1,100,000,000.00 (One Billion One Hundred Million Dollars), to be allocated among the fourteen (14) properties in accordance with the Purchase Price Allocation Schedule set forth in Exhibit K to the Agreement.
7. Environmental Notes. Two (2) of the fourteen (14) properties — Property 3 (Westlake Distribution Hub) and Property 6 (Lakeland Crossings Industrial) — are identified in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC as containing de minimis recognized environmental conditions (RECs). In each instance, the applicable regulatory agency has issued a no further action letter or site rehabilitation completion order, and Trident Environmental Group LLC has concluded that no further investigation or remediation is warranted. The Phase I ESA reports are included among the Due Diligence Materials delivered to Buyer pursuant to Section 5.1 of the Agreement.
8. Property Condition Notes. Four (4) of the fourteen (14) properties — Property 6 (Lakeland Crossings Industrial, $380,000), Property 9 (Buckhead Place Office Tower, $890,000), Property 10 (SouthPark Corporate Center, $250,000), and Property 11 (Cool Springs Office Park, $620,000) — have been identified in the Property Condition Assessments prepared by Arcadian Building Sciences, LLC as having immediate repair needs. The aggregate immediate repair cost across the four properties is $2,140,000. Such costs are addressed in accordance with Section 7.4 of the Agreement and the related credit or escrow provisions set forth therein.
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Property # | Property Name | Target Entity | City, State | County | Type | RSF | Loan Ref.
1 | Fairfield Logistics Center I | GMP Fairfield I LLC | Fairburn, GA | Fulton | Logistics | 412,000 | 1-A
2 | Fairfield Logistics Center II | GMP Fairfield II LLC | Fairburn, GA | Fulton | Logistics | 387,000 | 1-B
3 | Westlake Distribution Hub | GMP Westlake LLC | Houston, TX | Harris | Logistics | 624,000 | 1-C
4 | Katy Freeway Logistics Park | GMP Katy LLC | Katy, TX | Harris | Logistics | 538,000 | 1-D
5 | Alliance Commerce Center | GMP Alliance LLC | Fort Worth, TX | Tarrant | L