1036-00004 · Client 1036 · Transaction Documents/Exhibits

psa-exhibit-e-form-tenant-estoppel-certificate.docx DOCUMENT Real Estate

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EXHIBIT E

FORM OF TENANT ESTOPPEL CERTIFICATE

Attached to and forming 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 form of tenant estoppel certificate is the required form under Section 7.3 of the Agreement. Seller shall deliver (or cause to be delivered) an estoppel certificate substantially in this form from tenants representing at least eighty percent (80%) of in-place base rent (i.e., not less than $59,840,000 of $74,800,000 in annual in-place base rent) and from every tenant occupying 25,000 or more rentable square feet (each, a "Major Tenant"), in each case in form reasonably acceptable to Buyer and Buyer's lenders, on or before the Estoppel Delivery Deadline (May 15, 2024). Estoppel certificates that are not in compliance with the foregoing requirements shall not be credited toward satisfaction of the estoppel delivery condition set forth in Section 7.3 of the Agreement unless Buyer, in its sole and absolute discretion, elects to accept such non-conforming certificates.

TENANT ESTOPPEL CERTIFICATE

Date: [__], 20[]

TO:

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

Attention: Marcus Devereaux, EVP, Acquisitions

("Buyer")

Pinnacle Federal Bank, N.A. / Veltrano Capital Lending Corp. / Sycamore Life Insurance Company (as applicable), or the holder(s) of any mortgage, deed of trust, or other security instrument now or hereafter encumbering the Property ("Lender")

Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Attention: Kenneth Stanhope, SVP

("Title Company")

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

Attention: Douglas Fairchild

("Buyer's Counsel")

[Insert additional addressees as required by applicable loan documents]

Re: Tenant Estoppel Certificate in Connection with the Acquisition by Buyer of 100% of the Membership Interests in [Insert name of Target Entity LLC], a Delaware limited liability company (the "Owner"), Which Owns the Property Located at [Insert property address] (the "Property")

Recitals. The undersigned tenant ("Tenant") hereby certifies, represents and warrants to Buyer, Lender, Title Company, Buyer's Counsel, and their respective successors, assigns, designees, and participants, as follows, with the understanding and acknowledgment that (a) Buyer is acquiring one hundred percent (100%) of the membership interests in the Owner in reliance upon this estoppel certificate and would not complete such acquisition absent the delivery of this estoppel certificate, (b) Lender is consenting to the change of control of the Owner in reliance upon this estoppel certificate, and (c) Title Company is issuing one or more title insurance policies in reliance upon this estoppel certificate:

Section 1 — Lease Identification

1.1 Tenant is the tenant under that certain lease agreement dated [___] (the "Original Lease"), between [Insert name of original landlord or Owner], as landlord ("Landlord"), and [Insert full legal name of Tenant], as tenant, for premises located at [Insert suite number and/or unit designation] at [Insert street address of the Property] (the "Premises"), which Premises are situated within the Property.

1.2 The Original Lease has been amended, modified, supplemented, or assigned by the following instruments (which instruments, together with the Original Lease, are collectively referred to herein as the "Lease"):

(a) [First Amendment to Lease, dated [___]];

(b) [Second Amendment to Lease, dated [___]];

(d) [Letter Agreement re: [__], dated [__]];

(e) [Assignment and Assumption of Lease, dated [___]];

(f) [___].

1.3 Except as set forth in Section 1.2 above, there are no other amendments, modifications, supplements, side letters, commencement date agreements, termination agreements, expansion agreements, surrender agreements, or other agreements, whether written or oral, relating to the Lease or modifying or supplementing any term or provision thereof.

1.4 A true, correct, and complete copy of the Lease (including all amendments, modifications, supplements, and other instruments identified in Section 1.2 above) is attached hereto as Schedule 1 and incorporated herein by reference. Tenant hereby confirms that the copy of the Lease attached as Schedule 1 constitutes the entire agreement between Landlord and Tenant with respect to the Premises and the tenancy thereunder.

Section 2 — Lease Term

2.1 The commencement date of the Lease (the "Commencement Date") was [___].

2.2 The current expiration date of the Lease (the "Expiration Date") is [___], subject only to the renewal, extension, or early termination rights, if any, described in this Section 2. The current term of the Lease is in full force and effect.

2.3 Tenant [has / has not] exercised any renewal or extension option(s) under the Lease. The Lease provides for the following renewal and/or extension option(s):

[Describe the number of options, the term of each option period (e.g., two (2) options to renew for five (5) years each), and whether the renewal rent is to be at fair market value, a fixed rate, or a specified percentage increase, or state "None — the Lease does not contain any renewal or extension options."]

2.4 Tenant [has / has not] exercised any expansion option(s) under the Lease. The Lease provides for the following expansion options, rights of first offer, or rights of first refusal with respect to additional space:

[Describe the nature of the expansion right, the space to which it applies, the exercise conditions and deadlines, and the rental rate methodology, or state "None — the Lease does not contain any expansion options or rights of first offer or first refusal."]

2.5 Tenant [does / does not] have a purchase option or right of first refusal to purchase all or any portion of the Premises or the Property under the Lease. If applicable, describe the terms and conditions of such purchase option or right of first refusal:

[___]

Section 3 — Premises

3.1 The Premises consist of approximately [___] rentable square feet, as set forth in the Lease. Tenant does not dispute the rentable square footage of the Premises as specified in the Lease.

3.2 Tenant has accepted the Premises, is in actual occupancy and possession of the entire Premises, and Landlord has substantially completed all tenant improvement, build-out, and construction obligations under the Lease, including, without limitation, any tenant improvement work, base building work, or other construction required to be performed by Landlord pursuant to any work letter or construction exhibit attached to or forming a part of the Lease.

[Except: ___]

3.3 Tenant [has / has not] subleased, assigned, or otherwise transferred any portion of the Premises or any interest in the Lease to any third party. If applicable, identify each sublessee, assignee, or transferee and describe the nature and scope of such sublease, assignment, or transfer, including the affected portion of the Premises and the term thereof:

[___]

Section 4 — Rent and Other Charges

4.1 The current monthly base rent payable under the Lease is $[__] per month ($[__] per annum). This amount reflects all base rent escalations, adjustments, and step-ups that have taken effect as of the date of this estoppel certificate.

4.2 Base rent has been paid through [__], 20[_]. No base rent has been paid more than one (1) month in advance of its due date. Tenant is not aware of any basis upon which Landlord could assert that Tenant owes any past due base rent or other sums under the Lease.

4.3 The Lease provides for the following base rent escalations or adjustments during the remaining term of the Lease (including any exercised renewal or extension periods):

[Describe annual escalations (e.g., 3.0% per annum, compounding annually), CPI-based adjustments (specifying index, base period, and cap, if applicable), fixed dollar increases, market resets, and the effective dates of each escalation or adjustment, or state "None — the base rent is fixed for the remaining term of the Lease."]

4.4 Additional rent (including, without limitation, Tenant's proportionate share of real property taxes, insurance premiums, common area maintenance charges, operating expenses, and management fees) is currently estimated at $[__] per month, based on Tenant's proportionate share of [__]% of the Property's operating expenses and/or the applicable building's operating expenses, as specified in the Lease. Tenant's obligation for additional rent is calculated on a [calendar year / lease year / fiscal year] basis, with reconciliation occurring [annually / quarterly] in accordance with the Lease.

4.5 Tenant [is / is not] obligated to pay percentage rent under the Lease. If applicable, describe the calculation methodology, breakpoint(s), reporting obligations, and any applicable caps or exclusions:

[___]

4.6 Tenant has received the following rent concessions, abatements, or free rent periods that remain outstanding, unexpired, or subject to recapture:

[Describe each rent concession, abatement, or free rent period, including the applicable months, the dollar amount of the concession, and any conditions to recapture or clawback, or state "None — all rent concessions, abatements, and free rent periods previously granted under the Lease have expired and are fully exhausted."]

4.7 Tenant [has / has not] received any allowances, tenant improvement contributions, construction allowances, moving allowances, lease buyout payments, or other inducements from Landlord that remain outstanding, unpaid, or unperformed as of the date of this estoppel certificate. If applicable, describe:

[Describe the nature and dollar amount of the outstanding allowance or inducement, the deadline for payment or performance, and any conditions thereto, or state "None — all allowances, contributions, and inducements owed by Landlord under the Lease have been fully paid or performed."]

Section 5 — Security Deposit

5.1 The amount of the security deposit currently held by Landlord (or Landlord's agent) under the Lease is $[___].

5.2 The security deposit is held in the form of:

[Cash / irrevocable standby letter of credit (identify issuing bank, letter of credit number, and expiration date) / other — describe]

5.3 Landlord [has / has not] drawn upon or applied any portion of the security deposit. If applicable, describe the circumstances of any draw or application, the amount drawn or applied, and the current outstanding balance of the security deposit:

[___]

Note: For informational purposes, aggregate tenant security deposits across the eighty-seven (87) leases in the portfolio total $4,283,000. This aggregate figure is set forth in the rent roll attached to the Agreement as Exhibit H (as of December 31, 2023) and is subject to verification through the estoppel certificate process.

Section 6 — Defaults

6.1 To Tenant's actual knowledge (without inquiry or investigation), Tenant is not in default under the Lease, and no event has occurred and no condition exists which, with the giving of notice, the lapse of time, or both, would constitute a default by Tenant under the Lease.

[Except: ___]

6.2 To Tenant's actual knowledge (without inquiry or investigation), Landlord is not in default under the Lease, and no event has occurred and no condition exists which, with the giving of notice, the lapse of time, or both, would constitute a default by Landlord under the Lease.

[Except: ___]

6.3 Tenant has no existing claims, offsets, counterclaims, deductions, or defenses against Landlord under the Lease or otherwise relating to the Premises, the Property, or Tenant's tenancy thereof, and Tenant has not asserted, and is not currently entitled to assert, any right of set-off or abatement against base rent or additional rent payable under the Lease.

[Except: ___]

Section 7 — Landlord Obligations

7.1 Landlord has performed and satisfied all construction, build-out, tenant improvement, and delivery obligations under the Lease, including, without limitation, any obligations under any work letter, construction exhibit, or tenant improvement agreement attached to or forming a part of the Lease.

[Except: ___]

7.2 There are no outstanding or unfulfilled Landlord obligations to repair, restore, renovate, or improve the Premises or any building systems (including, without limitation, HVAC, plumbing, electrical, life safety, elevators, or structural systems) serving the Premises.

[Except: ___]

7.3 Tenant has not delivered to Landlord any written notice of a condition requiring repair, maintenance, remediation, or capital improvement that remains unresolved, unaddressed, or uncompleted as of the date of this estoppel certificate.

[Except: ___]

Section 8 — Bankruptcy and Litigation

8.1 No petition has been filed by or against Tenant under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) or any analogous state insolvency, reorganization, or receivership law, and Tenant has not made a general assignment for the benefit of creditors, nor has a receiver, trustee, or custodian been appointed for, or taken possession of, all or substantially all of Tenant's assets.

8.2 There is no litigation, arbitration, mediation, or administrative proceeding pending or, to Tenant's actual knowledge, threatened against Tenant (whether or not relating to the Lease or the Premises) that would reasonably be expected to materially and adversely affect Tenant's financial condition or Tenant's ability to perform its obligations under the Lease in accordance with the terms thereof.

Section 9 — Co-Tenancy and Exclusive Use

9.1 Tenant [does / does not] have a co-tenancy provision in the Lease. If applicable, describe the co-tenancy conditions (including identified co-tenants, occupancy thresholds, and remedies available to Tenant in the event of a co-tenancy failure) and the current status of compliance with such co-tenancy provision:

[___]

9.2 Tenant [does / does not] have an exclusive use provision in the Lease. If applicable, describe the scope of the exclusive use right (including the use category, any geographic limitations within the Property, and any exceptions or carve-outs):

[___]

9.3 To Tenant's actual knowledge, no co-tenancy provision or exclusive use provision contained in the Lease is currently being violated by Landlord or by any other tenant, occupant, or licensee at the Property.

[Except: ___]

Section 10 — Subordination, Non-Disturbance and Attornment

10.1 Tenant [has / has not] entered into one or more Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") with any existing mortgagee, deed of trust beneficiary, or ground lessor. If applicable, identify each SNDA counterparty and the date of execution:

[___]

10.2 Tenant hereby acknowledges that Buyer, its successors and assigns, or Lender may require Tenant to execute a new or replacement SNDA in connection with the acquisition of the membership interests in the Owner or in connection with any existing or future mortgage, deed of trust, or other security instrument encumbering the Property or any refinancing thereof, and Tenant agrees to reasonably cooperate with Buyer and Lender in connection therewith, provided that such SNDA is on commercially reasonable terms and contains customary non-disturbance protections in favor of Tenant.

Section 11 — Hazardous Materials

11.1 To Tenant's actual knowledge (without inquiry or investigation), Tenant has not used, generated, manufactured, treated, stored, released, discharged, or disposed of any Hazardous Materials (as defined in applicable federal, state, or local environmental laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), and any analogous state environmental statute) on, under, in, or about the Premises or the Property in violation of applicable environmental laws, regulations, or ordinances.

[Except: ___]

Section 12 — Parking and Signage

12.1 Tenant is entitled to [___] parking spaces under the Lease, which parking spaces are [reserved / unreserved / a combination of reserved and unreserved (describe)], and Landlord is currently providing all required parking to Tenant in accordance with the terms of the Lease.

[Except: ___]

12.2 Tenant [has / has not] been granted signage rights under the Lease, including, without limitation, rights to building-top signage, monument signage, directory signage, suite signage, or other identification signage. If applicable, describe the nature and location of all signage rights:

[___]

Section 13 — Insurance

13.1 Tenant currently maintains all insurance coverages required to be maintained by Tenant under the Lease, including, without limitation, commercial general liability insurance, property insurance (if applicable), and workers' compensation insurance, and all such coverages are in full force and effect as of the date of this estoppel certificate. Tenant has not received any notice of cancellation, non-renewal, or material modification of any such insurance policy.

Section 14 — Notices

14.1 All notices to Tenant required or permitted under the Lease should be sent to the following address:

[Insert Tenant notice address, including street address, suite/floor, city, state, zip code, attention line, and email address for courtesy copies, if applicable]

14.2 All rent payments under the Lease are currently sent to the following address and/or by wire transfer to the following account:

[Insert Landlord payment address and/or wire transfer instructions, including bank name, ABA routing number, account number, and reference information]

Section 15 — General Provisions

15.1 This estoppel certificate may be relied upon by Buyer, Lender, Title Company, Buyer's Counsel, and their respective successors, assigns, designees, transferees, and participants, and by any rating agency, servicer, or investor in connection with any securitization or sale of the loan secured by the Property. Tenant acknowledges that the foregoing parties will rely upon the truth and accuracy of the certifications, representations, and warranties contained herein in connection with the acquisition of the membership interests in the Owner, the issuance of title insurance, and the funding, assumption, or continuation of mortgage indebtedness secured by the Property.

15.2 This estoppel certificate shall be binding upon Tenant and Tenant's successors, assigns, and legal representatives. This estoppel certificate is not intended to, and shall not, amend, modify, or supplement the terms of the Lease.

15.3 The statements, certifications, representations, and warranties contained herein are made as of the date set forth above and shall survive the closing of the acquisition by Buyer of the membership interests in the Owner. Tenant shall promptly notify Buyer and Buyer's Counsel in writing if any statement made herein becomes materially inaccurate prior to the closing of such acquisition.

15.4 If any statement in this estoppel certificate is found to be materially inaccurate, Tenant shall not be liable for damages in excess of Tenant's actual knowledge as of the date hereof, except in cases of intentional misrepresentation or fraud. Nothing in this Section 15.4 shall be construed to limit Buyer's or Lender's rights or remedies under the Lease, at law, or in equity to the extent that Tenant knowingly made a materially false statement in this estoppel certificate.

15.5 This estoppel certificate is delivered in connection with the transactions contemplated by that certain Purchase and Sale Agreement dated as of February 28, 2024, between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, as Seller, and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as Buyer. Capitalized terms used but not otherwise defined in this estoppel certificate shall have the meanings ascribed to them in the Lease.

IN WITNESS WHEREOF, the undersigned Tenant has caused this Tenant Estoppel Certificate to be executed by its duly authorized representative as of the date first written above.

TENANT:

[Insert full legal name of Tenant], a [___]

By: ________

Name: ________

Title: ________

Date: ________

State of Organization: ________

Address: ________

________________________________________

SCHEDULE 1

COPY OF LEASE

[Attach true, correct, and complete copy of the Lease, including all amendments, modifications, supplements, commencement date agreements, letter agreements, work letters, construction exhibits, and any other instruments identified in Section 1.2 of the Tenant Estoppel Certificate]

SCHEDULE 2

RENT PAYMENT SCHEDULE

(Optional)

[If applicable, attach current base rent escalation schedule showing monthly base rent amounts through the expiration of the current Lease term (and any exercised renewal or extension periods), including all scheduled escalation dates and corresponding monthly and annual base rent amounts]

INSTRUCTION NOTES

(FOR INTERNAL USE ONLY — TO BE REMOVED BEFORE DISTRIBUTION TO TENANTS)

Note 1 — Scope of Distribution and Estoppel Delivery Condition. This form of estoppel certificate must be distributed to all eighty-seven (87) tenants across the fourteen (14) properties in the portfolio. Seller (Greystone Meridian Partners Fund III, L.P.) is responsible for obtaining executed estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent (i.e., not less than $59,840,000 of $74,800,000 in annual aggregate base rent) and from every tenant occupying 25,000 or more rentable square feet (each, a "Major Tenant"), in each case by the Estoppel Delivery Deadline of May 15, 2024. Failure to satisfy the estoppel delivery condition is a condition to closing under Section 7.3 of the Agreement, the non-satisfaction of which entitles Buyer to terminate the Agreement and receive a return of the Earnest Money Deposit.

Note 2 — Review and Reconciliation. Each completed and executed estoppel certificate must be promptly delivered to Calderwood & Harkness LLP (Attention: Douglas Fairchild) for review and reconciliation against the rent roll (PSA Exhibit H, as of December 31, 2023) and the applicable lease documents maintained in the electronic data room. Material discrepancies in rent amounts, lease term, security deposit balances, landlord obligations, or other material lease terms must be immediately flagged and reported to both Buyer's Counsel and Seller's Counsel (Whitfield & Ashworth LLP), and must be resolved through Seller supplemental disclosure in accordance with Section 4.5 of the Agreement prior to closing.

Note 3 — Lender Approval. Estoppel certificates must be in form reasonably acceptable to Buyer and to each applicable lender: (i) Pinnacle Federal Bank, N.A.; (ii) Veltrano Capital Lending Corp.; and (iii) Sycamore Life Insurance Company, as a condition to the lender consent for the change of control of the applicable Owner entity. Coordinate with each lender's counsel to confirm any lender-specific requirements or supplemental certifications that must be incorporated into the estoppel certificate prior to distribution to tenants.

Note 4 — Major Tenant SNDA Coordination. For Major Tenants with annual base rent of $1,500,000 or more per annum, coordinate delivery of the Subordination, Non-Disturbance and Attornment Agreement (Exhibit F to the Agreement) contemporaneously with this form of estoppel certificate. Both the SNDA and the estoppel certificate should be transmitted to the tenant under a single cover letter, with a clearly stated return deadline of no later than ten (10) business days prior to the Estoppel Delivery Deadline (i.e., May 1, 2024).

Note 5 — Properties and Target Entities. The following is the complete list of properties and Target Entity LLCs covered by this form:

Note 6 — Top 5 Tenants by ABR. The following Major Tenants require particular attention and prioritized outreach. Estoppel certificates for these tenants must be obtained without exception:

These five tenants collectively represent $33,446,000 in annual base rent (approximately 44.7% of total portfolio ABR) and 2,202,000 rentable square feet. Given the materiality of these tenancies, Seller's asset management team should initiate direct contact with the designated lease contact at each tenant no later than March 15, 2024, with follow-up communications on a weekly basis thereafter until executed estoppel certificates are received.

Target Entity	Property Name	Location
GMP Fairfield I LLC	Fairfield Logistics Center I	Fairburn, GA
GMP Fairfield II LLC	Fairfield Logistics Center II	Fairburn, GA
GMP Westlake LLC	Westlake Distribution Hub	Houston, TX
GMP Katy LLC	Katy Freeway Logistics Park	Katy, TX
GMP Alliance LLC	Alliance Commerce Center	Fort Worth, TX
GMP Lakeland LLC	Lakeland Crossings Industrial	Lakeland, FL
GMP Southport LLC	Southport Logistics Park	Jacksonville, FL
GMP Murfreesboro LLC	Murfreesboro Distribution Center	Murfreesboro, TN
GMP Buckhead LLC	Buckhead Place Office Tower	Atlanta, GA
GMP SouthPark LLC	SouthPark Corporate Center	Charlotte, NC
GMP Cool Springs LLC	Cool Springs Office Park	Brentwood, TN
GMP Brickell LLC	Brickell Bay Office Building	Miami, FL
GMP Peachtree LLC	Peachtree Corners Logistics Center	Peachtree Corners, GA
GMP Mount Juliet LLC	Mount Juliet Commerce Park	Mount Juliet, TN
Tenant	ABR	RSF
Cascade Supply Chain Solutions Inc.	$8,736,000	624,000
Zynvaro Distribution Holdings LLC	$7,532,000	538,000
Thornton-Whitaker Pharmaceuticals Corp.	$6,180,000	412,000
Birchwood Technology Group Inc.	$5,668,000	218,000
Atlas Freight Logistics Corp.	$5,330,000	410,000

EXHIBIT E
FORM OF TENANT ESTOPPEL CERTIFICATE
Attached to and forming 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 form of tenant estoppel certificate is the required form under Section 7.3 of the Agreement. Seller shall deliver (or cause to be delivered) an estoppel certificate substantially in this form from tenants representing at least eighty percent (80%) of in-place base rent (i.e., not less than $59,840,000 of $74,800,000 in annual in-place base rent) and from every tenant occupying 25,000 or more rentable square feet (each, a "Major Tenant"), in each case in form reasonably acceptable to Buyer and Buyer's lenders, on or before the Estoppel Delivery Deadline (May 15, 2024). Estoppel certificates that are not in compliance with the foregoing requirements shall not be credited toward satisfaction of the estoppel delivery condition set forth in Section 7.3 of the Agreement unless Buyer, in its sole and absolute discretion, elects to accept such non-conforming certificates.
TENANT ESTOPPEL CERTIFICATE
Date: [__], 20[]
TO:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, EVP, Acquisitions
("Buyer")
Pinnacle Federal Bank, N.A. / Veltrano Capital Lending Corp. / Sycamore Life Insurance Company (as applicable), or the holder(s) of any mortgage, deed of trust, or other security instrument now or hereafter encumbering the Property ("Lender")
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, SVP
("Title Company")
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
("Buyer's Counsel")
[Insert additional addressees as required by applicable loan documents]
Re: Tenant Estoppel Certificate in Connection with the Acquisition by Buyer of 100% of the Membership Interests in [Insert name of Target Entity LLC], a Delaware limited liability company (the "Owner"), Which Owns the Property Located at [Insert property address] (the "Property")
Recitals.  The undersigned tenant ("Tenant") hereby certifies, represents and warrants to Buyer, Lender, Title Company, Buyer's Counsel, and their respective successors, assigns, designees, and participants, as follows, with the understanding and acknowledgment that (a) Buyer is acquiring one hundred percent (100%) of the membership interests in the Owner in reliance upon this estoppel certificate and would not complete such acquisition absent the delivery of this estoppel certificate, (b) Lender is consenting to the change of control of the Owner in reliance upon this estoppel certificate, and (c) Title Company is issuing one or more title insurance policies in reliance upon this estoppel certificate:
Section 1 — Lease Identification
1.1 Tenant is the tenant under that certain lease agreement dated [___] (the "Original Lease"), between [Insert name of original landlord or Owner], as landlord ("Landlord"), and [Insert full legal name of Tenant], as tenant, for premises located at [Insert suite number and/or unit designation] at [Insert street address of the Property] (the "Premises"), which Premises are situated within the Property.
1.2 The Original Lease has been amended, modified, supplemented, or assigned by the following instruments (which instruments, together with the Original Lease, are collectively referred to herein as the "Lease"):
(a) [First Amendment to Lease, dated [___]];
(b) [Second Amendment to Lease, dated [___]];
(c) [Commencement Date Agreement, dated [___]];
(d) [Letter Agreement re: [__], dated [__]];
(e) [Assignment and Assumption of Lease, dated [___]];
(f) [___].
1.3 Except as set forth in Section 1.2 above, there are no other amendments, modifications, supplements, side letters, commencement date agreements, termination agreements, expansion agreements, surrender agreements, or other agreements, whether written or oral, relating to the Lease or modifying or supplementing any term or provision thereof.
1.4 A true, correct, and complete copy of the Lease (including all amendments, modifications, supplements, and other instruments identified in Section 1.2 above) is attached hereto as Schedule 1 and incorporated herein by reference. Tenant hereby confirms that the copy of the Lease attached as Schedule 1 constitutes the entire agreement between Landlord and Tenant with respect to the Premises and the tenancy thereunder.
Section 2 — Lease Term
2.1 The commencement date of the Lease (the "Commencement Date") was [___].
2.2 The current expiration date of the Lease (the "Expiration Date") is [___], subject only to the renewal, extension, or early termination rights, if any, described in this Section 2. The current term of the Lease is in full force and effect.
2.3 Tenant [has / has not] exercised any renewal or extension option(s) under the Lease. The Lease provides for the following renewal and/or extension option(s):
[Describe the number of options, the term of each option period (e.g., two (2) options to renew for five (5) years each), and whether the renewal rent is to be at fair market value, a fixed rate, or a specified percentage increase, or state "None — the Lease does not contain any renewal or extension options."]
2.4 Tenant [has / has not] exercised any expansion option(s) under the Lease. The Lease provides for the following expansion options, rights of first offer, or rights of first refusal with respect to additional space:
[Describe the nature of the expansion right, the space to which it applies, the exercise conditions and deadlines, and the rental rate methodology, or state "None — the Lease does not contain any expansion options or rights of first offer or first refusal."]
2.5 Tenant [does / does not] have a purchase option or right of first refusal to purchase all or any portion of the Premises or the Property under the Lease. If applicable, describe the terms and conditions of such purchase option or right of first refusal:
[___]
Section 3 — Premises
3.1 The Premises consist of approximately [___] rentable square feet, as set forth in the Lease. Tenant does not dispute the rentable square footage of the Premises as specified in the Lease.
3.2 Tenant has accepted the Premises, is in actual occupancy and possession of the entire Premises, and Landlord has substantially completed all tenant improvement, build-out, and construction obligations under the Lease, including, without limitation, any tenant improvement work, base building work, or other construction required to be performed by Landlord pursuant to any work letter or construction exhibit attached to or forming a part of the Lease.
[Except: ___]
3.3 Tenant [has / has not] subleased, assigned, or otherwise transferred any portion of the Premises or any interest in the Lease to any third party. If applicable, identify each sublessee, assignee, or transferee and describe the nature and scope of such sublease, assignment, or transfer, including the affected portion of the Premises and the term thereof:
[___]
Section 4 — Rent and Other Charges
4.1 The current monthly base rent payable under the Lease is $[__] per month ($[__] per annum). This amount reflects all base rent escalations, adjustments, and step-ups that have taken effect as of the date of this estoppel certificate.
4.2 Base rent has been paid through [__], 20[_]. No base rent has been paid more than one (1) month in advance of its due date. Tenant is not aware of any basis upon which Landlord could assert that Tenant owes any past due base rent or other sums under the Lease.
4.3 The Lease provides for the following base rent escalations or adjustments during the remaining term of the Lease (including any exercised renewal or extension periods):
[Describe annual escalations (e.g., 3.0% per annum, compounding annually), CPI-based adjustments (specifying index, base period, and cap, if applicable), fixed dollar increases, market resets, and the effective dates of each escalation or adjustment, or state "None — the base rent is fixed for the remaining term of the Lease."]
4.4 Additional rent (including, without limitation, Tenant's proportionate share of real property taxes, insurance premiums, common area maintenance charges, operating expenses, and management fees) is currently estimated at $[__] per month, based on Tenant's proportionate share of [__]% of the Property's operating expenses and/or the applicable building's operating expenses, as specified in the Lease. Tenant's obligation for additional rent is calculated on a [calendar year / lease year / fiscal year] basis, with reconciliation occurring [annually / quarterly] in accordance with the Lease.
4.5 Tenant [is / is not] obligated to pay percentage rent under the Lease. If applicable, describe the calculation methodology, breakpoint(s), reporting obligations, and any applicable caps or exclusions:
[___]
4.6 Tenant has received the following rent concessions, abatements, or free rent periods that remain outstanding, unexpired, or subject to recapture:
[Describe each rent concession, abatement, or free rent period, including the applicable months, the dollar amount of the concession, and any conditions to recapture or clawback, or state "None — all rent concessions, abatements, and free rent periods previously granted under the Lease have expired and are fully exhausted."]
4.7 Tenant [has / has not] received any allowances, tenant improvement contributions, construction allowances, moving allowances, lease buyout payments, or other inducements from Landlord that remain outstanding, unpaid, or unperformed as of the date of this estoppel certificate. If applicable, describe:
[Describe the nature and dollar amount of the outstanding allowance or inducement, the deadline for payment or performance, and any conditions thereto, or state "None — all allowances, contributions, and inducements owed by Landlord under the Lease have been fully paid or performed."]
Section 5 — Security Deposit
5.1 The amount of the security deposit currently held by Landlord (or Landlord's agent) under the Lease is $[___].
5.2 The security deposit is held in the form of:
[Cash / irrevocable standby letter of credit (identify issuing bank, letter of credit number, and expiration date) / other — describe]
5.3 Landlord [has / has not] drawn upon or applied any portion of the security deposit. If applicable, describe the circumstances of any draw or application, the amount drawn or applied, and the current outstanding balance of the security deposit:
[___]
Note: For informational purposes, aggregate tenant security deposits across the eighty-seven (87) leases in the portfolio total $4,283,000. This aggregate figure is set forth in the rent roll attached to the Agreement as Exhibit H (as of December 31, 2023) and is subject to verification through the estoppel certificate process.
Section 6 — Defaults
6.1 To Tenant's actual knowledge (without inquiry or investigation), Tenant is not in default under the Lease, and no event has occurred and no condition exists which, with the giving of notice, the lapse of time, or both, would constitute a default by Tenant under the Lease.
[Except: ___]
6.2 To Tenant's actual knowledge (without inquiry or investigation), Landlord is not in default under the Lease, and no event has occurred and no condition exists which, with the giving of notice, the lapse of time, or both, would constitute a default by Landlord under the Lease.
[Except: ___]
6.3 Tenant has no existing claims, offsets, counterclaims, deductions, or defenses against Landlord under the Lease or otherwise relating to the Premises, the Property, or Tenant's tenancy thereof, and Tenant has not asserted, and is not currently entitled to assert, any right of set-off or abatement against base rent or additional rent payable under the Lease.
[Except: ___]
Section 7 — Landlord Obligations
7.1 Landlord has performed and satisfied all construction, build-out, tenant improvement, and delivery obligations under the Lease, including, without limitation, any obligations under any work letter, construction exhibit, or tenant improvement agreement attached to or forming a part of the Lease.
[Except: ___]
7.2 There are no outstanding or unfulfilled Landlord obligations to repair, restore, renovate, or improve the Premises or any building systems (including, without limitation, HVAC, plumbing, electrical, life safety, elevators, or structural systems) serving the Premises.
[Except: ___]
7.3 Tenant has not delivered to Landlord any written notice of a condition requiring repair, maintenance, remediation, or capital improvement that remains unresolved, unaddressed, or uncompleted as of the date of this estoppel certificate.
[Except: ___]
Section 8 — Bankruptcy and Litigation
8.1 No petition has been filed by or against Tenant under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) or any analogous state insolvency, reorganization, or receivership law, and Tenant has not made a general assignment for the benefit of creditors, nor has a receiver, trustee, or custodian been appointed for, or taken possession of, all or substantially all of Tenant's assets.
8.2 There is no litigation, arbitration, mediation, or administrative proceeding pending or, to Tenant's actual knowledge, threatened against Tenant (whether or not relating to the Lease or the Premises) that would reasonably be expected to materially and adversely affect Tenant's financial condition or Tenant's ability to perform its obligations under the Lease in accordance with the terms thereof.
Section 9 — Co-Tenancy and Exclusive Use
9.1 Tenant [does / does not] have a co-tenancy provision in the Lease. If applicable, describe the co-tenancy conditions (including identified co-tenants, occupancy thresholds, and remedies available to Tenant in the event of a co-tenancy failure) and the current status of compliance with such co-tenancy provision:
[___]
9.2 Tenant [does / does not] have an exclusive use provision in the Lease. If applicable, describe the scope of the exclusive use right (including the use category, any geographic limitations within the Property, and any exceptions or carve-outs):
[___]
9.3 To Tenant's actual knowledge, no co-tenancy provision or exclusive use provision contained in the Lease is currently being violated by Landlord or by any other tenant, occupant, or licensee at the Property.
[Except: ___]
Section 10 — Subordination, Non-Disturbance and Attornment
10.1 Tenant [has / has not] entered into one or more Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") with any existing mortgagee, deed of trust beneficiary, or ground lessor. If applicable, identify each SNDA counterparty and the date of execution:
[___]
10.2 Tenant hereby acknowledges that Buyer, its successors and assigns, or Lender may require Tenant to execute a new or replacement SNDA in connection with the acquisition of the membership interests in the Owner or in connection with any existing or future mortgage, deed of trust, or other security instrument encumbering the Property or any refinancing thereof, and Tenant agrees to reasonably cooperate with Buyer and Lender in connection therewith, provided that such SNDA is on commercially reasonable terms and contains customary non-disturbance protections in favor of Tenant.
Section 11 — Hazardous Materials
11.1 To Tenant's actual knowledge (without inquiry or investigation), Tenant has not used, generated, manufactured, treated, stored, released, discharged, or disposed of any Hazardous Materials (as defined in applicable federal, state, or local environmental laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), and any analogous state environmental statute) on, under, in, or about the Premises or the Property in violation of applicable environmental laws, regulations, or ordinances.
[Except: ___]
Section 12 — Parking and Signage
12.1 Tenant is entitled to [___] parking spaces under the Lease, which parking spaces are [reserved / unreserved / a combination of reserved and unreserved (describe)], and Landlord is currently providing all required parking to Tenant in accordance with the terms of the Lease.
[Except: ___]
12.2 Tenant [has / has not] been granted signage rights under the Lease, including, without limitation, rights to building-top signage, monument signage, directory signage, suite signage, or other identification signage. If applicable, describe the nature and location of all signage rights:
[___]
Section 13 — Insurance
13.1 Tenant currently maintains all insurance coverages required to be maintained by Tenant under the Lease, including, without limitation, commercial general liability insurance, property insurance (if applicable), and workers' compensation insurance, and all such coverages are in full force and effect as of the date of this estoppel certificate. Tenant has not received any notice of cancellation, non-renewal, or material modification of any such insurance policy.
Section 14 — Notices
14.1 All notices to Tenant required or permitted under the Lease should be sent to the following address:
[Insert Tenant notice address, including street address, suite/floor, city, state, zip code, attention line, and email address for courtesy copies, if applicable]
14.2 All rent payments under the Lease are currently sent to the following address and/or by wire transfer to the following account:
[Insert Landlord payment address and/or wire transfer instructions, including bank name, ABA routing number, account number, and reference information]
Section 15 — General Provisions
15.1 This estoppel certificate may be relied upon by Buyer, Lender, Title Company, Buyer's Counsel, and their respective successors, assigns, designees, transferees, and participants, and by any rating agency, servicer, or investor in connection with any securitization or sale of the loan secured by the Property. Tenant acknowledges that the foregoing parties will rely upon the truth and accuracy of the certifications, representations, and warranties contained herein in connection with the acquisition of the membership interests in the Owner, the issuance of title insurance, and the funding, assumption, or continuation of mortgage indebtedness secured by the Property.
15.2 This estoppel certificate shall be binding upon Tenant and Tenant's successors, assigns, and legal representatives. This estoppel certificate is not intended to, and shall not, amend, modify, or supplement the terms of the Lease.
15.3 The statements, certifications, representations, and warranties contained herein are made as of the date set forth above and shall survive the closing of the acquisition by Buyer of the membership interests in the Owner. Tenant shall promptly notify Buyer and Buyer's Counsel in writing if any statement made herein becomes materially inaccurate prior to the closing of such acquisition.
15.4 If any statement in this estoppel certificate is found to be materially inaccurate, Tenant shall not be liable for damages in excess of Tenant's actual knowledge as of the date hereof, except in cases of intentional misrepresentation or fraud. Nothing in this Section 15.4 shall be construed to limit Buyer's or Lender's rights or remedies under the Lease, at law, or in equity to the extent that Tenant knowingly made a materially false statement in this estoppel certificate.
15.5 This estoppel certificate is delivered in connection with the transactions contemplated by that certain Purchase and Sale Agreement dated as of February 28, 2024, between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, as Seller, and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as Buyer. Capitalized terms used but not otherwise defined in this estoppel certificate shall have the meanings ascribed to them in the Lease.
IN WITNESS WHEREOF, the undersigned Tenant has caused this Tenant Estoppel Certificate to be executed by its duly authorized representative as of the date first written above.
TENANT:
[Insert full legal name of Tenant], a [___]
By: ________
Name: ________
Title: ________
Date: ________
State of Organization: ________
Address: ________
________________________________________
________________________________________
SCHEDULE 1
COPY OF LEASE
[Attach true, correct, and complete copy of the Lease, including all amendments, modifications, supplements, commencement date agreements, letter agreements, work letters, construction exhibits, and any other instruments identified in Section 1.2 of the Tenant Estoppel Certificate]
SCHEDULE 2
RENT PAYMENT SCHEDULE
(Optional)
[If applicable, attach current base rent escalation schedule showing monthly base rent amounts through the expiration of the current Lease term (and any exercised renewal or extension periods), including all scheduled escalation dates and corresponding monthly and annual base rent amounts]
INSTRUCTION NOTES
(FOR INTERNAL USE ONLY — TO BE REMOVED BEFORE DISTRIBUTION TO TENANTS)
Note 1 — Scope of Distribution and Estoppel Delivery Condition. This form of estoppel certificate must be distributed to all eighty-seven (87) tenants across the fourteen (14) properties in the portfolio. Seller (Greystone Meridian Partners Fund III, L.P.) is responsible for obtaining executed estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent (i.e., not less than $59,840,000 of $74,800,000 in annual aggregate base rent) and from every tenant occupying 25,000 or more rentable square feet (each, a "Major Tenant"), in each case by the Estoppel Delivery Deadline of May 15, 2024. Failure to satisfy the estoppel delivery condition is a condition to closing under Section 7.3 of the Agreement, the non-satisfaction of which entitles Buyer to terminate the Agreement and receive a return of the Earnest Money Deposit.
Note 2 — Review and Reconciliation. Each completed and executed estoppel certificate must be promptly delivered to Calderwood & Harkness LLP (Attention: Douglas Fairchild) for review and reconciliation against the rent roll (PSA Exhibit H, as of December 31, 2023) and the applicable lease documents maintained in the electronic data room. Material discrepancies in rent amounts, lease term, security deposit balances, landlord obligations, or other material lease terms must be immediately flagged and reported to both Buyer's Counsel and Seller's Counsel (Whitfield & Ashworth LLP), and must be resolved through Seller supplemental disclosure in accordance with Section 4.5 of the Agreement prior to closing.
Note 3 — Lender Approval. Estoppel certificates must be in form reasonably acceptable to Buyer and to each applicable lender: (i) Pinnacle Federal Bank, N.A.; (ii) Veltrano Capital Lending Corp.; and (iii) Sycamore Life Insurance Company, as a condition to the lender consent for the change of control of the applicable Owner entity. Coordinate with each lender's counsel to confirm any lender-specific requirements or supplemental certifications that must be incorporated into the estoppel certificate prior to distribution to tenants.
Note 4 — Major Tenant SNDA Coordination. For Major Tenants with annual base rent of $1,500,000 or more per annum, coordinate delivery of the Subordination, Non-Disturbance and Attornment Agreement (Exhibit F to the Agreement) contemporaneously with this form of estoppel certificate. Both the SNDA and the estoppel certificate should be transmitted to the tenant under a single cover letter, with a clearly stated return deadline of no later than ten (10) business days prior to the Estoppel Delivery Deadline (i.e., May 1, 2024).
Note 5 — Properties and Target Entities. The following is the complete list of properties and Target Entity LLCs covered by this form:
Note 6 — Top 5 Tenants by ABR. The following Major Tenants require particular attention and prioritized outreach. Estoppel certificates for these tenants must be obtained without exception:
These five tenants collectively represent $33,446,000 in annual base rent (approximately 44.7% of total portfolio ABR) and 2,202,000 rentable square feet. Given the materiality of these tenancies, Seller's asset management team should initiate direct contact with the designated lease contact at each tenant no later than March 15, 2024, with follow-up communications on a weekly basis thereafter until executed estoppel certificates are received.
Target Entity | Property Name | Location
GMP Fairfield I LLC | Fairfield Logistics Center I | Fairburn, GA
GMP Fairfield II LLC | Fairfield Logistics Center II | Fairburn, GA
GMP Westlake LLC | Westlake Distribution Hub | Houston, TX
GMP Katy LLC | Katy Freeway Logistics Park | Katy, TX
GMP Alliance LLC | Alliance Commerce Center | Fort Worth, TX
GMP Lakeland LLC | Lakeland Crossings Industrial | Lakeland, FL
GMP Southport LLC | Southport Logistics Park | Jacksonville, FL
GMP Murfreesboro LLC | Murfreesboro Distribution Center | Murfreesboro, TN
GMP Buckhead LLC | Buckhead Place Office Tower | Atlanta, GA
GMP SouthPark LLC | SouthPark Corporate Center | Charlotte, NC
GMP Cool Springs LLC | Cool Springs Office Park | Brentwood, TN
GMP Brickell LLC | Brickell Bay Office Building | Miami, FL
GMP Peachtree LLC | Peachtree Corners Logistics Center | Peachtree Corners, GA
GMP Mount Juliet LLC | Mount Juliet Commerce Park | Mount Juliet, TN
Tenant | ABR | RSF
Cascade Supply Chain Solutions Inc. | $8,736,000 | 624,000
Zynvaro Distribution Holdings LLC | $7,532,000 | 538,000
Thornton-Whitaker Pharmaceuticals Corp. | $6,180,000 | 412,000
Birchwood Technology Group Inc. | $5,668,000 | 218,000
Atlas Freight Logistics Corp. | $5,330,000 | 410,000

EXHIBIT E

FORM OF TENANT ESTOPPEL CERTIFICATE

TENANT ESTOPPEL CERTIFICATE

TENANT:

SCHEDULE 1

COPY OF LEASE

SCHEDULE 2

RENT PAYMENT SCHEDULE

INSTRUCTION NOTES

Record

Parties

Dates

Amounts