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EXHIBIT J

TO PURCHASE AND SALE AGREEMENT

DATED AS OF FEBRUARY 28, 2024

BY AND BETWEEN

GREYSTONE MERIDIAN PARTNERS FUND III, L.P. (as Seller)

AND

FAIRWATER REAL ESTATE INVESTMENT TRUST (as Buyer)

— — —

LIST OF PENDING AND THREATENED LITIGATION

This Exhibit J (this "Exhibit") is delivered pursuant to Section 4.1(h) of the Purchase and Sale Agreement dated as of February 28, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, 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"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

For purposes of this Exhibit, the representations and disclosures set forth herein are made to the knowledge of Seller, which, as defined in the Agreement, means the actual knowledge, after due inquiry, of the following individuals (collectively, the "Seller's Knowledge Individuals"):

(i) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;

(ii) Elise Rathborne, General Counsel & Chief Compliance Officer, Greystone Meridian Capital LLC; and

(iii) Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC.

This Exhibit is organized into six parts, as follows:

Part I — Pending Litigation Against Target Entities

Part II — Threatened Litigation Against Target Entities

Part III — Pending Litigation Against Seller (Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC)

Part IV — Pending Litigation Against Properties (In Rem or Governmental)

Part V — Properties and Target Entities with No Pending or Threatened Litigation

Part VI — General Disclaimers and Qualifications

PART I — PENDING LITIGATION AGAINST TARGET ENTITIES

The following sets forth all pending litigation, arbitration, administrative proceedings, or governmental investigations involving any Target Entity as a named party, as of the date of the Agreement, to the knowledge of Seller. Each item below identifies the relevant Target Entity, the associated Property, the forum in which the matter is pending, the nature of the claim, the damages or relief sought, the current status of the matter, applicable insurance coverage information, and Seller's assessment of the estimated financial exposure to the applicable Target Entity.

Item 1: Slip-and-Fall Personal Injury Claim — Buckhead Place Office Tower

Target Entity: GMP Buckhead LLC, a Delaware limited liability company (EIN: 84-2639901)

Property: Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Buckhead Property")

Case Caption: Maria Gonzalez v. GMP Buckhead LLC, individually

Court/Forum: State Court of Fulton County, Georgia, Civil Division

Case Number: 2023-CV-342718-FC

Date Filed: August 14, 2023

Nature of Claim: This matter involves a personal injury claim arising from an alleged slip-and-fall incident in the below-grade parking garage (Level P2) of the Buckhead Property. The plaintiff, Maria Gonzalez, alleges that on or about June 22, 2023, she slipped on an accumulation of water and/or an oily residue on the concrete surface of the parking structure while walking from her vehicle to the elevator lobby. The complaint asserts a single cause of action for negligence, alleging that GMP Buckhead LLC, as owner of the Buckhead Property, failed to exercise reasonable care in maintaining the parking structure surface, failed to implement adequate drainage and surface treatment measures, and failed to warn of a known hazardous condition. Plaintiff claims to have sustained injuries to her left knee, left hip, and lower back, resulting in medical treatment, physical therapy, and a claimed period of lost wages. The complaint does not specify a precise amount of damages but references medical expenses, lost income, pain and suffering, and loss of enjoyment of life.

Damages Sought: The complaint seeks unspecified compensatory damages. In pre-suit correspondence, plaintiff's counsel transmitted a demand letter dated July 28, 2023, in which plaintiff sought a total of One Hundred Seventy-Five Thousand Dollars ($175,000) in settlement of all claims, inclusive of medical expenses, lost wages, and general damages.

Insurance Coverage: The claim has been timely tendered to the property liability insurance carrier providing coverage for the Buckhead Property. Defense of the claim is being provided under the existing commercial general liability insurance policy carried by GMP Buckhead LLC, with the policy managed and procured through Argyle Property Services LLC, the property manager for the Buckhead Property. The applicable policy provides general aggregate coverage limits in excess of the claimed damages. Seller is not aware of any coverage disputes or reservation-of-rights letters issued by the carrier with respect to this claim.

Defense Counsel: Defense counsel has been retained and appointed by the insurance carrier. Seller has been advised that the carrier-appointed counsel is handling all aspects of discovery and defense in the ordinary course.

Status as of Agreement Date: The matter is currently in the discovery phase. An answer was filed on behalf of GMP Buckhead LLC on September 25, 2023, denying all material allegations and asserting affirmative defenses, including contributory negligence, assumption of risk, and failure to mitigate damages. Initial written discovery (interrogatories and requests for production) has been served by both parties. No depositions have yet been scheduled. No motions for summary judgment or other dispositive motions have been filed. Seller's counsel anticipates that this matter will be resolved through settlement within the applicable insurance policy limits, and no trial date has been set by the court.

Estimated Exposure: Less than Two Hundred Thousand Dollars ($200,000), which amount is within the applicable insurance policy limits. Seller does not anticipate any out-of-pocket financial exposure to GMP Buckhead LLC in excess of the applicable deductible or self-insured retention, if any.

Item 2: Wage and Hour Administrative Complaint — Lakeland Crossings Industrial

Target Entity: GMP Lakeland LLC, a Delaware limited liability company (EIN: 84-2527834)

Property: Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, Florida 33811 (the "Lakeland Property")

Forum: Florida Department of Economic Opportunity / Florida Commission on Human Relations ("FCHR")

Complaint Number: FCHR-2023-01847

Date Filed: October 3, 2023

Nature of Claim: A former on-site maintenance worker, James Colvin, filed an administrative complaint with the Florida Commission on Human Relations alleging that he was not paid overtime wages owed for hours worked in excess of forty (40) hours per week during the period from approximately March 2022 through August 2023. Mr. Colvin was employed through Argyle Property Services LLC ("Argyle"), the property management company engaged by GMP Lakeland LLC to manage the day-to-day operations of the Lakeland Property, including the hiring, supervision, compensation, and termination of on-site maintenance personnel. The administrative complaint was filed against both Argyle Property Services LLC, as the direct employer of the complainant, and GMP Lakeland LLC, as the owner of the Lakeland Property. The complaint alleges that GMP Lakeland LLC exercised sufficient control over the complainant's working conditions to be deemed a joint employer under applicable Florida law.

Damages Sought: The complaint seeks recovery of approximately Twelve Thousand Five Hundred Dollars ($12,500) in alleged unpaid overtime wages, together with statutory penalties, interest, and such other relief as may be available under applicable law.

Status as of Agreement Date: Argyle Property Services LLC is the party principally responsible for responding to and defending the complaint. Argyle has engaged employment counsel and has filed a responsive position statement with the FCHR on behalf of both Argyle and GMP Lakeland LLC. GMP Lakeland LLC's involvement in the proceeding is limited to its status as the property owner, and Seller expects that GMP Lakeland LLC will be dismissed from the proceeding as a non-employer respondent. In addition, Argyle Property Services LLC has acknowledged its obligation under the Property Management Agreement dated as of April 1, 2021 (the "Argyle PMA") to indemnify GMP Lakeland LLC for all losses, claims, and liabilities arising out of Argyle's employment relationships with on-site personnel. Argyle has confirmed this indemnification obligation in writing to Seller's counsel. No hearing has been scheduled by the FCHR as of the date of the Agreement.

Estimated Exposure to Target Entity: Nominal. Any liability arising from this matter is expected to be borne by Argyle Property Services LLC pursuant to its indemnification obligations under the Argyle PMA. Seller does not anticipate any material financial exposure to GMP Lakeland LLC.

Item 3: Tenant Dispute — SouthPark Corporate Center

Target Entity: GMP SouthPark LLC, a Delaware limited liability company (EIN: 84-2639918)

Property: SouthPark Corporate Center, 6200 Fairview Road, Charlotte, North Carolina 28210 (the "SouthPark Property")

Case Caption: Crestline Advisory Partners LLC v. GMP SouthPark LLC

Court/Forum: General Court of Justice, Superior Court Division, Mecklenburg County, North Carolina

Case Number: 23-CVS-28491

Date Filed: November 17, 2023

Nature of Claim: This matter arises from a dispute with a tenant at the SouthPark Property. Crestline Advisory Partners LLC ("Crestline"), a financial advisory firm occupying approximately 8,200 rentable square feet in Suite 450 of the SouthPark Property pursuant to a lease dated March 15, 2022 (as amended, the "Crestline Lease"), commenced this action alleging that GMP SouthPark LLC, as landlord, failed to complete agreed-upon tenant improvement work within the time frame specified in Exhibit C (Work Letter) to the Crestline Lease. Specifically, Crestline alleges that the tenant improvement work, which was to be performed by landlord at landlord's cost up to a tenant improvement allowance of $45.00 per rentable square foot, was not substantially completed until approximately sixty-three (63) days after the scheduled completion date set forth in the Work Letter. Crestline asserts that the delay in completion of the tenant improvements resulted in delayed occupancy and move-in, causing Crestline to incur additional costs for temporary office space, disrupted client relationships, and lost business revenues during the delay period. The complaint asserts causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, and negligence.

Damages Sought: The complaint seeks damages in the aggregate amount of approximately Two Hundred Eighty-Five Thousand Dollars ($285,000), comprising: (a) approximately One Hundred Thirty-Five Thousand Dollars ($135,000) in claimed rent abatement for the period of alleged delay, and (b) approximately One Hundred Fifty Thousand Dollars ($150,000) in alleged lost profits and additional overhead costs incurred by Crestline during the delay period.

Defense: It is Seller's position that the tenant improvement delays alleged by Crestline were caused substantially by Crestline's own change orders, which were submitted after the initial plans and specifications were approved and which materially altered the scope of the tenant improvement work. Seller further contends that the Work Letter expressly provides that the landlord's obligation to achieve substantial completion is subject to extension on a day-for-day basis for delays caused by tenant-initiated change orders, force majeure events, and governmental permitting delays, and that, when properly calculated in accordance with the lease, the tenant improvements were completed within the extended time frame permitted under the Work Letter. Seller believes that the claims asserted by Crestline are without substantial merit and that GMP SouthPark LLC has meritorious defenses to each cause of action alleged in the complaint.

Defense Counsel: Haversham Cole PLLC (lead attorney: Marshall Haversham, Esq.), Charlotte, North Carolina, has been engaged as local defense counsel to represent GMP SouthPark LLC in this matter.

Status as of Agreement Date: An answer was filed by GMP SouthPark LLC on December 22, 2023, denying all material allegations and asserting affirmative defenses, including failure to state a claim, waiver, estoppel, contributory negligence, failure to mitigate damages, and the contractual excusal provisions of the Work Letter. Discovery has commenced; initial document requests and interrogatories have been served by both parties. The parties have exchanged preliminary correspondence regarding settlement, and informal settlement discussions have been initiated but have not yet resulted in any agreement. No mediation has been scheduled. The court has not yet set a trial date or entered a scheduling order.

Estimated Exposure: Based on Seller's assessment and the advice of defense counsel, the potential settlement value of this matter is estimated to be in the range of Fifty Thousand Dollars ($50,000) to One Hundred Thousand Dollars ($100,000). This estimate is based on Seller's evaluation of the relative strengths of the parties' legal positions, the documented history of tenant-initiated change orders, and the cost-benefit analysis of continued litigation versus early resolution. This matter is not covered by insurance and any settlement or judgment would be borne directly by GMP SouthPark LLC.

PART II — THREATENED LITIGATION AGAINST TARGET ENTITIES

The following sets forth all threatened (but not yet filed) litigation, claims, or disputes involving any Target Entity, as of the date of the Agreement, to the knowledge of Seller. For purposes of this Part II, a matter is considered "threatened" if a Target Entity or Seller has received a written demand, a cease-and-desist letter, a notice of intent to file suit, or other written communication from a third party or governmental authority asserting a claim or indicating the potential commencement of legal proceedings.

Item 4: Environmental Demand Letter — Westlake Distribution Hub

Target Entity: GMP Westlake LLC, a Delaware limited liability company (EIN: 84-2415693)

Property: Westlake Distribution Hub, 11500 Westlake Parkway, Houston, Texas 77082 (the "Westlake Property")

Nature of Threat: In December 2023, GMP Westlake LLC received a demand letter (the "Bayou Demand Letter") from Richards, Fontaine & Associates LLP, counsel for Bayou Industrial Holdings LP ("Bayou Industrial"), an adjacent property owner. The Bayou Demand Letter alleges that stormwater runoff originating from the Westlake Property may have contributed to contamination of a drainage channel located on Bayou Industrial's adjacent parcel to the south of the Westlake Property. The Bayou Demand Letter asserts that Bayou Industrial has incurred costs in connection with investigation and remediation of sediment and water quality issues in the drainage channel and demands that GMP Westlake LLC participate in and contribute to remediation costs, which Bayou Industrial estimates at approximately Ninety-Five Thousand Dollars ($95,000). The Bayou Demand Letter does not specify any particular legal theory or cause of action but references common law nuisance, negligence, and the Texas Water Code.

Background: A Phase I Environmental Site Assessment (the "Phase I ESA") was prepared for the Westlake Property by Trident Environmental Group LLC, dated September 12, 2022, in connection with Seller's original acquisition of the Westlake Property. The Phase I ESA identified de minimis recognized environmental conditions ("RECs") related to the historical presence of above-ground petroleum storage tanks formerly used by a prior owner of the property. The Phase I ESA concluded that the de minimis RECs did not warrant further investigation through a Phase II Environmental Site Assessment, and no Phase II ESA was deemed necessary at the time of acquisition. The issues raised in the Bayou Demand Letter appear to relate to stormwater management and surface water runoff rather than to the de minimis RECs identified in the Phase I ESA. Seller is not aware of any connection between the historical petroleum storage conditions and the stormwater runoff allegations made by Bayou Industrial.

Seller's Position: Seller's environmental counsel, Whitaker Griggs LLP, responded to the Bayou Demand Letter by letter dated January 8, 2024, denying any liability on behalf of GMP Westlake LLC and noting that the Westlake Property's stormwater management system was designed and constructed in compliance with all applicable permits issued by the Texas Commission on Environmental Quality ("TCEQ") and the City of Houston, and that GMP Westlake LLC has at all times operated and maintained the stormwater management system in compliance with the terms of such permits, including the applicable Multi-Sector General Permit for Stormwater Discharges Associated with Industrial Activity. Seller's environmental counsel has further noted that Bayou Industrial has not identified any specific discharge event, permit violation, or release attributable to the Westlake Property. No litigation has been filed by Bayou Industrial or any governmental authority in connection with this matter as of the date of the Agreement.

Status as of Agreement Date: The matter remains at the demand letter stage. No further written correspondence has been received from Bayou Industrial or its counsel since the date of Seller's response letter. No litigation has been commenced, and no governmental enforcement action has been initiated with respect to the Westlake Property in connection with the matters described in the Bayou Demand Letter.

Estimated Exposure: Zero to Fifty Thousand Dollars ($0–$50,000). Seller considers the claim to be without merit based on the compliance history of the Westlake Property's stormwater management system and the absence of any identified permit violation or attributable discharge. The exposure estimate reflects a potential nuisance settlement value should Bayou Industrial pursue the matter further, rather than an assessment of the merits of the underlying claim.

Item 5: Tenant Lease Renewal Dispute — Cool Springs Office Park

Target Entity: GMP Cool Springs LLC, a Delaware limited liability company (EIN: 84-2639925)

Property: Cool Springs Office Park, 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Cool Springs Property")

Nature of Threat: Ridgeway Financial Advisors Inc. ("Ridgeway"), a tenant occupying approximately 6,500 rentable square feet in Suite 200 of the Cool Springs Property pursuant to a lease dated July 1, 2019 (the "Ridgeway Lease"), sent a letter to GMP Cool Springs LLC, care of Argyle Property Services LLC, dated January 15, 2024 (received by Argyle on January 18, 2024) (the "Ridgeway Letter"). In the Ridgeway Letter, Ridgeway asserts that it timely exercised its renewal option under Section 32 of the Ridgeway Lease by delivering written notice of renewal on or before the deadline specified in the lease. Ridgeway alleges that GMP Cool Springs LLC has failed to acknowledge the renewal and has failed to provide the renewal rent notice required under the Ridgeway Lease. The Ridgeway Letter states that Ridgeway intends to hold GMP Cool Springs LLC to the terms of the renewal option and threatens legal action, including a claim for specific performance, if the renewal is not honored within thirty (30) days of the date of the Ridgeway Letter.

Seller's Position: Seller contends that Ridgeway's renewal notice was not received by GMP Cool Springs LLC (or by Argyle Property Services LLC on its behalf) until after the contractual deadline for the exercise of the renewal option had expired. Specifically, Section 32.2 of the Ridgeway Lease requires that the tenant deliver written notice of its intent to exercise the renewal option no later than twelve (12) months prior to the expiration of the initial lease term. The initial lease term expires on June 30, 2024, and accordingly, the renewal notice was required to have been received no later than June 30, 2023. Seller's records indicate that no renewal notice was received from Ridgeway prior to the January 15, 2024 letter, which was approximately six and one-half months after the contractual deadline. Seller's counsel responded to the Ridgeway Letter on February 5, 2024, setting forth the foregoing position and advising Ridgeway that its renewal notice was untimely and therefore did not constitute a valid exercise of the renewal option under the Ridgeway Lease. Notwithstanding Seller's position regarding the invalidity of the renewal notice, Seller has indicated a willingness to negotiate a new lease extension with Ridgeway on then-current market terms, rather than on the below-market renewal rate set forth in the Ridgeway Lease.

Status as of Agreement Date: The matter remains in the pre-litigation correspondence stage. No lawsuit has been filed by Ridgeway as of the date of the Agreement. Seller's counsel has not received any further correspondence from Ridgeway or its counsel since the date of Seller's February 5, 2024 response letter.

Estimated Exposure: Seller estimates that if Ridgeway's position were to prevail in litigation, the potential financial exposure would be limited to a claim for specific performance of the renewal option or, alternatively, a claim for damages equal to the difference between the renewal rate specified in the Ridgeway Lease and the prevailing market rental rate over the five-year renewal term, which Seller estimates at approximately Thirty Thousand Dollars ($30,000) to Seventy-Five Thousand Dollars ($75,000). Seller believes that its position regarding the untimeliness of the renewal notice is well-supported by the express terms of the Ridgeway Lease and applicable Tennessee contract law.

PART III — PENDING LITIGATION AGAINST SELLER (GMP FUND III / GREYSTONE MERIDIAN CAPITAL LLC)

The following sets forth any pending litigation, arbitration, administrative proceedings, or governmental investigations involving Seller (Greystone Meridian Partners Fund III, L.P.) or its general partner (Greystone Meridian Capital LLC) that relates to or could reasonably be expected to materially affect any Target Entity, any Property, or the transactions contemplated by the Agreement.

None. To the knowledge of Seller, there is no pending litigation, arbitration, administrative proceeding, or governmental investigation against Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205) or its general partner, Greystone Meridian Capital LLC (EIN: 83-1520984), that relates to or could reasonably be expected to materially affect any Target Entity, any Property, or the transactions contemplated by the Agreement. In making this disclosure, Seller has considered all matters known to the Seller's Knowledge Individuals as of the date of the Agreement, including without limitation any inquiries, subpoenas, investigative demands, or similar communications from any federal, state, or local governmental or regulatory authority. This disclosure does not extend to routine regulatory filings, licensing matters, or other administrative proceedings that do not involve claims, disputes, or potential liability.

PART IV — PENDING LITIGATION AGAINST PROPERTIES (IN REM OR GOVERNMENTAL)

The following sets forth any in rem proceedings, condemnation actions, eminent domain proceedings, zoning or land use challenges, building code enforcement actions, or governmental proceedings relating to any of the fourteen (14) Properties that are the subject of the Agreement.

None. To the knowledge of Seller, there are no pending in rem proceedings, condemnation or eminent domain actions, zoning or land use challenges, building code enforcement actions, or other governmental proceedings relating to any of the fourteen (14) Properties as of the date of the Agreement. Seller confirms that, in connection with Seller's ownership and operation of the Properties, zoning confirmation letters or zoning compliance letters have been obtained from the applicable local governmental authorities with jurisdiction over each of the fourteen (14) Properties, each confirming that the applicable Property and its current use are in compliance with the applicable zoning and land use requirements in effect as of the date of such letter. Copies of such zoning confirmation letters have been made available to Buyer and its counsel in the electronic data room established in connection with the transactions contemplated by the Agreement.

PART V — PROPERTIES AND TARGET ENTITIES WITH NO PENDING OR THREATENED LITIGATION

The following Target Entities and their respective Properties have no pending or threatened litigation, claims, arbitrations, administrative proceedings, or governmental investigations as of the date of the Agreement, to the knowledge of Seller. For the avoidance of doubt, the Target Entities and Properties listed below are not the subject of any matter disclosed in Part I, Part II, Part III, or Part IV of this Exhibit.

PART VI — GENERAL DISCLAIMERS AND QUALIFICATIONS

The following disclaimers and qualifications apply to this Exhibit in its entirety:

1. Qualification by Agreement. This Exhibit J is qualified in its entirety by reference to the representations and warranties of Seller set forth in the Agreement, including without limitation the knowledge qualifications, materiality thresholds, dollar thresholds, and other limitations and exceptions set forth therein. In the event of any inconsistency between the disclosures set forth in this Exhibit and the representations and warranties set forth in the Agreement, the terms of the Agreement shall control.

2. Knowledge Standard. The disclosures set forth in this Exhibit are made to the knowledge of Seller, as defined in the Agreement. Seller's Knowledge Individuals for purposes of this Exhibit J and the Agreement are: Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; Elise Rathborne, General Counsel & Chief Compliance Officer, Greystone Meridian Capital LLC; and Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC. No representation or warranty is made with respect to any matter not actually known to the Seller's Knowledge Individuals after due inquiry as of the date of the Agreement.

3. Exclusion of Routine Collection Actions. This Exhibit J does not include, and Seller has not disclosed, routine collection actions commenced by any Target Entity against tenants of any Property for delinquent rent, common area maintenance charges, percentage rent, or other amounts due under the applicable lease in the ordinary course of property operations. Such routine collection actions, if any, are deemed to be within the ordinary course of business and are not considered "pending litigation" for purposes of the representations and warranties set forth in the Agreement or for purposes of this Exhibit.

4. No Admission of Liability. The inclusion of any matter on this Exhibit J shall not be deemed or construed as an admission of liability by Seller, any Target Entity, or any of their respective affiliates, agents, or representatives with respect to such matter. Nor shall the inclusion of any matter on this Exhibit be deemed or construed as a waiver of any defense, privilege, immunity, or other right that may be available to Seller or any Target Entity with respect to such matter, including without limitation attorney-client privilege, work product protection, or the right to assert any affirmative defense, counterclaim, or cross-claim in connection therewith.

5. Obligation to Supplement. Seller undertakes to supplement this Exhibit J prior to the Closing Date (as defined in the Agreement) to the extent that Seller becomes aware of any additional pending or threatened litigation, claims, arbitrations, administrative proceedings, or governmental investigations not disclosed herein, in accordance with the terms and conditions of Section 4.3 of the Agreement governing the delivery of updated schedules and exhibits. Any such supplemental disclosures shall be subject to the rights and remedies of Buyer set forth in the Agreement, including without limitation Buyer's right to terminate the Agreement in the event that a supplemental disclosure reveals a material adverse change, as more fully set forth in the Agreement.

6. No Expansion of Representations. Nothing in this Exhibit J shall be deemed to broaden or expand the scope of the representations, warranties, covenants, or indemnification obligations of Seller beyond those expressly set forth in the Agreement. The information set forth in this Exhibit is provided solely for informational and disclosure purposes in accordance with the terms of the Agreement and does not create any independent cause of action, obligation, or liability on the part of Seller or any Target Entity not otherwise existing under the Agreement.

ACKNOWLEDGMENT

Acknowledged and agreed as of February 28, 2024.

SELLER:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

BUYER:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: ________

No.	Target Entity	Property	Address
1	GMP Fairfield I LLC	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA
2	GMP Fairfield II LLC	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA
3	GMP Katy LLC	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX
4	GMP Alliance LLC	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX
5	GMP Southport LLC	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL
6	GMP Murfreesboro LLC	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN
7	GMP Brickell LLC	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL
8	GMP Peachtree LLC	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA
9	GMP Mount Juliet LLC	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN

EXHIBIT J
TO PURCHASE AND SALE AGREEMENT
DATED AS OF FEBRUARY 28, 2024
BY AND BETWEEN
GREYSTONE MERIDIAN PARTNERS FUND III, L.P. (as Seller)
AND
FAIRWATER REAL ESTATE INVESTMENT TRUST (as Buyer)
— — —
LIST OF PENDING AND THREATENED LITIGATION
This Exhibit J (this "Exhibit") is delivered pursuant to Section 4.1(h) of the Purchase and Sale Agreement dated as of February 28, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, 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"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
For purposes of this Exhibit, the representations and disclosures set forth herein are made to the knowledge of Seller, which, as defined in the Agreement, means the actual knowledge, after due inquiry, of the following individuals (collectively, the "Seller's Knowledge Individuals"):
(i) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;
(ii) Elise Rathborne, General Counsel & Chief Compliance Officer, Greystone Meridian Capital LLC; and
(iii) Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC.
This Exhibit is organized into six parts, as follows:
Part I — Pending Litigation Against Target Entities
Part II — Threatened Litigation Against Target Entities
Part III — Pending Litigation Against Seller (Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC)
Part IV — Pending Litigation Against Properties (In Rem or Governmental)
Part V — Properties and Target Entities with No Pending or Threatened Litigation
Part VI — General Disclaimers and Qualifications
PART I — PENDING LITIGATION AGAINST TARGET ENTITIES
The following sets forth all pending litigation, arbitration, administrative proceedings, or governmental investigations involving any Target Entity as a named party, as of the date of the Agreement, to the knowledge of Seller. Each item below identifies the relevant Target Entity, the associated Property, the forum in which the matter is pending, the nature of the claim, the damages or relief sought, the current status of the matter, applicable insurance coverage information, and Seller's assessment of the estimated financial exposure to the applicable Target Entity.
Item 1: Slip-and-Fall Personal Injury Claim — Buckhead Place Office Tower
Target Entity: GMP Buckhead LLC, a Delaware limited liability company (EIN: 84-2639901)
Property: Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Buckhead Property")
Case Caption: Maria Gonzalez v. GMP Buckhead LLC, individually
Court/Forum: State Court of Fulton County, Georgia, Civil Division
Case Number: 2023-CV-342718-FC
Date Filed: August 14, 2023
Nature of Claim: This matter involves a personal injury claim arising from an alleged slip-and-fall incident in the below-grade parking garage (Level P2) of the Buckhead Property. The plaintiff, Maria Gonzalez, alleges that on or about June 22, 2023, she slipped on an accumulation of water and/or an oily residue on the concrete surface of the parking structure while walking from her vehicle to the elevator lobby. The complaint asserts a single cause of action for negligence, alleging that GMP Buckhead LLC, as owner of the Buckhead Property, failed to exercise reasonable care in maintaining the parking structure surface, failed to implement adequate drainage and surface treatment measures, and failed to warn of a known hazardous condition. Plaintiff claims to have sustained injuries to her left knee, left hip, and lower back, resulting in medical treatment, physical therapy, and a claimed period of lost wages. The complaint does not specify a precise amount of damages but references medical expenses, lost income, pain and suffering, and loss of enjoyment of life.
Damages Sought: The complaint seeks unspecified compensatory damages. In pre-suit correspondence, plaintiff's counsel transmitted a demand letter dated July 28, 2023, in which plaintiff sought a total of One Hundred Seventy-Five Thousand Dollars ($175,000) in settlement of all claims, inclusive of medical expenses, lost wages, and general damages.
Insurance Coverage: The claim has been timely tendered to the property liability insurance carrier providing coverage for the Buckhead Property. Defense of the claim is being provided under the existing commercial general liability insurance policy carried by GMP Buckhead LLC, with the policy managed and procured through Argyle Property Services LLC, the property manager for the Buckhead Property. The applicable policy provides general aggregate coverage limits in excess of the claimed damages. Seller is not aware of any coverage disputes or reservation-of-rights letters issued by the carrier with respect to this claim.
Defense Counsel: Defense counsel has been retained and appointed by the insurance carrier. Seller has been advised that the carrier-appointed counsel is handling all aspects of discovery and defense in the ordinary course.
Status as of Agreement Date: The matter is currently in the discovery phase. An answer was filed on behalf of GMP Buckhead LLC on September 25, 2023, denying all material allegations and asserting affirmative defenses, including contributory negligence, assumption of risk, and failure to mitigate damages. Initial written discovery (interrogatories and requests for production) has been served by both parties. No depositions have yet been scheduled. No motions for summary judgment or other dispositive motions have been filed. Seller's counsel anticipates that this matter will be resolved through settlement within the applicable insurance policy limits, and no trial date has been set by the court.
Estimated Exposure: Less than Two Hundred Thousand Dollars ($200,000), which amount is within the applicable insurance policy limits. Seller does not anticipate any out-of-pocket financial exposure to GMP Buckhead LLC in excess of the applicable deductible or self-insured retention, if any.
Item 2: Wage and Hour Administrative Complaint — Lakeland Crossings Industrial
Target Entity: GMP Lakeland LLC, a Delaware limited liability company (EIN: 84-2527834)
Property: Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, Florida 33811 (the "Lakeland Property")
Forum: Florida Department of Economic Opportunity / Florida Commission on Human Relations ("FCHR")
Complaint Number: FCHR-2023-01847
Date Filed: October 3, 2023
Nature of Claim: A former on-site maintenance worker, James Colvin, filed an administrative complaint with the Florida Commission on Human Relations alleging that he was not paid overtime wages owed for hours worked in excess of forty (40) hours per week during the period from approximately March 2022 through August 2023. Mr. Colvin was employed through Argyle Property Services LLC ("Argyle"), the property management company engaged by GMP Lakeland LLC to manage the day-to-day operations of the Lakeland Property, including the hiring, supervision, compensation, and termination of on-site maintenance personnel. The administrative complaint was filed against both Argyle Property Services LLC, as the direct employer of the complainant, and GMP Lakeland LLC, as the owner of the Lakeland Property. The complaint alleges that GMP Lakeland LLC exercised sufficient control over the complainant's working conditions to be deemed a joint employer under applicable Florida law.
Damages Sought: The complaint seeks recovery of approximately Twelve Thousand Five Hundred Dollars ($12,500) in alleged unpaid overtime wages, together with statutory penalties, interest, and such other relief as may be available under applicable law.
Status as of Agreement Date: Argyle Property Services LLC is the party principally responsible for responding to and defending the complaint. Argyle has engaged employment counsel and has filed a responsive position statement with the FCHR on behalf of both Argyle and GMP Lakeland LLC. GMP Lakeland LLC's involvement in the proceeding is limited to its status as the property owner, and Seller expects that GMP Lakeland LLC will be dismissed from the proceeding as a non-employer respondent. In addition, Argyle Property Services LLC has acknowledged its obligation under the Property Management Agreement dated as of April 1, 2021 (the "Argyle PMA") to indemnify GMP Lakeland LLC for all losses, claims, and liabilities arising out of Argyle's employment relationships with on-site personnel. Argyle has confirmed this indemnification obligation in writing to Seller's counsel. No hearing has been scheduled by the FCHR as of the date of the Agreement.
Estimated Exposure to Target Entity: Nominal. Any liability arising from this matter is expected to be borne by Argyle Property Services LLC pursuant to its indemnification obligations under the Argyle PMA. Seller does not anticipate any material financial exposure to GMP Lakeland LLC.
Item 3: Tenant Dispute — SouthPark Corporate Center
Target Entity: GMP SouthPark LLC, a Delaware limited liability company (EIN: 84-2639918)
Property: SouthPark Corporate Center, 6200 Fairview Road, Charlotte, North Carolina 28210 (the "SouthPark Property")
Case Caption: Crestline Advisory Partners LLC v. GMP SouthPark LLC
Court/Forum: General Court of Justice, Superior Court Division, Mecklenburg County, North Carolina
Case Number: 23-CVS-28491
Date Filed: November 17, 2023
Nature of Claim: This matter arises from a dispute with a tenant at the SouthPark Property. Crestline Advisory Partners LLC ("Crestline"), a financial advisory firm occupying approximately 8,200 rentable square feet in Suite 450 of the SouthPark Property pursuant to a lease dated March 15, 2022 (as amended, the "Crestline Lease"), commenced this action alleging that GMP SouthPark LLC, as landlord, failed to complete agreed-upon tenant improvement work within the time frame specified in Exhibit C (Work Letter) to the Crestline Lease. Specifically, Crestline alleges that the tenant improvement work, which was to be performed by landlord at landlord's cost up to a tenant improvement allowance of $45.00 per rentable square foot, was not substantially completed until approximately sixty-three (63) days after the scheduled completion date set forth in the Work Letter. Crestline asserts that the delay in completion of the tenant improvements resulted in delayed occupancy and move-in, causing Crestline to incur additional costs for temporary office space, disrupted client relationships, and lost business revenues during the delay period. The complaint asserts causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, and negligence.
Damages Sought: The complaint seeks damages in the aggregate amount of approximately Two Hundred Eighty-Five Thousand Dollars ($285,000), comprising: (a) approximately One Hundred Thirty-Five Thousand Dollars ($135,000) in claimed rent abatement for the period of alleged delay, and (b) approximately One Hundred Fifty Thousand Dollars ($150,000) in alleged lost profits and additional overhead costs incurred by Crestline during the delay period.
Defense: It is Seller's position that the tenant improvement delays alleged by Crestline were caused substantially by Crestline's own change orders, which were submitted after the initial plans and specifications were approved and which materially altered the scope of the tenant improvement work. Seller further contends that the Work Letter expressly provides that the landlord's obligation to achieve substantial completion is subject to extension on a day-for-day basis for delays caused by tenant-initiated change orders, force majeure events, and governmental permitting delays, and that, when properly calculated in accordance with the lease, the tenant improvements were completed within the extended time frame permitted under the Work Letter. Seller believes that the claims asserted by Crestline are without substantial merit and that GMP SouthPark LLC has meritorious defenses to each cause of action alleged in the complaint.
Defense Counsel: Haversham Cole PLLC (lead attorney: Marshall Haversham, Esq.), Charlotte, North Carolina, has been engaged as local defense counsel to represent GMP SouthPark LLC in this matter.
Status as of Agreement Date: An answer was filed by GMP SouthPark LLC on December 22, 2023, denying all material allegations and asserting affirmative defenses, including failure to state a claim, waiver, estoppel, contributory negligence, failure to mitigate damages, and the contractual excusal provisions of the Work Letter. Discovery has commenced; initial document requests and interrogatories have been served by both parties. The parties have exchanged preliminary correspondence regarding settlement, and informal settlement discussions have been initiated but have not yet resulted in any agreement. No mediation has been scheduled. The court has not yet set a trial date or entered a scheduling order.
Estimated Exposure: Based on Seller's assessment and the advice of defense counsel, the potential settlement value of this matter is estimated to be in the range of Fifty Thousand Dollars ($50,000) to One Hundred Thousand Dollars ($100,000). This estimate is based on Seller's evaluation of the relative strengths of the parties' legal positions, the documented history of tenant-initiated change orders, and the cost-benefit analysis of continued litigation versus early resolution. This matter is not covered by insurance and any settlement or judgment would be borne directly by GMP SouthPark LLC.
PART II — THREATENED LITIGATION AGAINST TARGET ENTITIES
The following sets forth all threatened (but not yet filed) litigation, claims, or disputes involving any Target Entity, as of the date of the Agreement, to the knowledge of Seller. For purposes of this Part II, a matter is considered "threatened" if a Target Entity or Seller has received a written demand, a cease-and-desist letter, a notice of intent to file suit, or other written communication from a third party or governmental authority asserting a claim or indicating the potential commencement of legal proceedings.
Item 4: Environmental Demand Letter — Westlake Distribution Hub
Target Entity: GMP Westlake LLC, a Delaware limited liability company (EIN: 84-2415693)
Property: Westlake Distribution Hub, 11500 Westlake Parkway, Houston, Texas 77082 (the "Westlake Property")
Nature of Threat: In December 2023, GMP Westlake LLC received a demand letter (the "Bayou Demand Letter") from Richards, Fontaine & Associates LLP, counsel for Bayou Industrial Holdings LP ("Bayou Industrial"), an adjacent property owner. The Bayou Demand Letter alleges that stormwater runoff originating from the Westlake Property may have contributed to contamination of a drainage channel located on Bayou Industrial's adjacent parcel to the south of the Westlake Property. The Bayou Demand Letter asserts that Bayou Industrial has incurred costs in connection with investigation and remediation of sediment and water quality issues in the drainage channel and demands that GMP Westlake LLC participate in and contribute to remediation costs, which Bayou Industrial estimates at approximately Ninety-Five Thousand Dollars ($95,000). The Bayou Demand Letter does not specify any particular legal theory or cause of action but references common law nuisance, negligence, and the Texas Water Code.
Background: A Phase I Environmental Site Assessment (the "Phase I ESA") was prepared for the Westlake Property by Trident Environmental Group LLC, dated September 12, 2022, in connection with Seller's original acquisition of the Westlake Property. The Phase I ESA identified de minimis recognized environmental conditions ("RECs") related to the historical presence of above-ground petroleum storage tanks formerly used by a prior owner of the property. The Phase I ESA concluded that the de minimis RECs did not warrant further investigation through a Phase II Environmental Site Assessment, and no Phase II ESA was deemed necessary at the time of acquisition. The issues raised in the Bayou Demand Letter appear to relate to stormwater management and surface water runoff rather than to the de minimis RECs identified in the Phase I ESA. Seller is not aware of any connection between the historical petroleum storage conditions and the stormwater runoff allegations made by Bayou Industrial.
Seller's Position: Seller's environmental counsel, Whitaker Griggs LLP, responded to the Bayou Demand Letter by letter dated January 8, 2024, denying any liability on behalf of GMP Westlake LLC and noting that the Westlake Property's stormwater management system was designed and constructed in compliance with all applicable permits issued by the Texas Commission on Environmental Quality ("TCEQ") and the City of Houston, and that GMP Westlake LLC has at all times operated and maintained the stormwater management system in compliance with the terms of such permits, including the applicable Multi-Sector General Permit for Stormwater Discharges Associated with Industrial Activity. Seller's environmental counsel has further noted that Bayou Industrial has not identified any specific discharge event, permit violation, or release attributable to the Westlake Property. No litigation has been filed by Bayou Industrial or any governmental authority in connection with this matter as of the date of the Agreement.
Status as of Agreement Date: The matter remains at the demand letter stage. No further written correspondence has been received from Bayou Industrial or its counsel since the date of Seller's response letter. No litigation has been commenced, and no governmental enforcement action has been initiated with respect to the Westlake Property in connection with the matters described in the Bayou Demand Letter.
Estimated Exposure: Zero to Fifty Thousand Dollars ($0–$50,000). Seller considers the claim to be without merit based on the compliance history of the Westlake Property's stormwater management system and the absence of any identified permit violation or attributable discharge. The exposure estimate reflects a potential nuisance settlement value should Bayou Industrial pursue the matter further, rather than an assessment of the merits of the underlying claim.
Item 5: Tenant Lease Renewal Dispute — Cool Springs Office Park
Target Entity: GMP Cool Springs LLC, a Delaware limited liability company (EIN: 84-2639925)
Property: Cool Springs Office Park, 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Cool Springs Property")
Nature of Threat: Ridgeway Financial Advisors Inc. ("Ridgeway"), a tenant occupying approximately 6,500 rentable square feet in Suite 200 of the Cool Springs Property pursuant to a lease dated July 1, 2019 (the "Ridgeway Lease"), sent a letter to GMP Cool Springs LLC, care of Argyle Property Services LLC, dated January 15, 2024 (received by Argyle on January 18, 2024) (the "Ridgeway Letter"). In the Ridgeway Letter, Ridgeway asserts that it timely exercised its renewal option under Section 32 of the Ridgeway Lease by delivering written notice of renewal on or before the deadline specified in the lease. Ridgeway alleges that GMP Cool Springs LLC has failed to acknowledge the renewal and has failed to provide the renewal rent notice required under the Ridgeway Lease. The Ridgeway Letter states that Ridgeway intends to hold GMP Cool Springs LLC to the terms of the renewal option and threatens legal action, including a claim for specific performance, if the renewal is not honored within thirty (30) days of the date of the Ridgeway Letter.
Seller's Position: Seller contends that Ridgeway's renewal notice was not received by GMP Cool Springs LLC (or by Argyle Property Services LLC on its behalf) until after the contractual deadline for the exercise of the renewal option had expired. Specifically, Section 32.2 of the Ridgeway Lease requires that the tenant deliver written notice of its intent to exercise the renewal option no later than twelve (12) months prior to the expiration of the initial lease term. The initial lease term expires on June 30, 2024, and accordingly, the renewal notice was required to have been received no later than June 30, 2023. Seller's records indicate that no renewal notice was received from Ridgeway prior to the January 15, 2024 letter, which was approximately six and one-half months after the contractual deadline. Seller's counsel responded to the Ridgeway Letter on February 5, 2024, setting forth the foregoing position and advising Ridgeway that its renewal notice was untimely and therefore did not constitute a valid exercise of the renewal option under the Ridgeway Lease. Notwithstanding Seller's position regarding the invalidity of the renewal notice, Seller has indicated a willingness to negotiate a new lease extension with Ridgeway on then-current market terms, rather than on the below-market renewal rate set forth in the Ridgeway Lease.
Status as of Agreement Date: The matter remains in the pre-litigation correspondence stage. No lawsuit has been filed by Ridgeway as of the date of the Agreement. Seller's counsel has not received any further correspondence from Ridgeway or its counsel since the date of Seller's February 5, 2024 response letter.
Estimated Exposure: Seller estimates that if Ridgeway's position were to prevail in litigation, the potential financial exposure would be limited to a claim for specific performance of the renewal option or, alternatively, a claim for damages equal to the difference between the renewal rate specified in the Ridgeway Lease and the prevailing market rental rate over the five-year renewal term, which Seller estimates at approximately Thirty Thousand Dollars ($30,000) to Seventy-Five Thousand Dollars ($75,000). Seller believes that its position regarding the untimeliness of the renewal notice is well-supported by the express terms of the Ridgeway Lease and applicable Tennessee contract law.
PART III — PENDING LITIGATION AGAINST SELLER (GMP FUND III / GREYSTONE MERIDIAN CAPITAL LLC)
The following sets forth any pending litigation, arbitration, administrative proceedings, or governmental investigations involving Seller (Greystone Meridian Partners Fund III, L.P.) or its general partner (Greystone Meridian Capital LLC) that relates to or could reasonably be expected to materially affect any Target Entity, any Property, or the transactions contemplated by the Agreement.
None. To the knowledge of Seller, there is no pending litigation, arbitration, administrative proceeding, or governmental investigation against Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205) or its general partner, Greystone Meridian Capital LLC (EIN: 83-1520984), that relates to or could reasonably be expected to materially affect any Target Entity, any Property, or the transactions contemplated by the Agreement. In making this disclosure, Seller has considered all matters known to the Seller's Knowledge Individuals as of the date of the Agreement, including without limitation any inquiries, subpoenas, investigative demands, or similar communications from any federal, state, or local governmental or regulatory authority. This disclosure does not extend to routine regulatory filings, licensing matters, or other administrative proceedings that do not involve claims, disputes, or potential liability.
PART IV — PENDING LITIGATION AGAINST PROPERTIES (IN REM OR GOVERNMENTAL)
The following sets forth any in rem proceedings, condemnation actions, eminent domain proceedings, zoning or land use challenges, building code enforcement actions, or governmental proceedings relating to any of the fourteen (14) Properties that are the subject of the Agreement.
None. To the knowledge of Seller, there are no pending in rem proceedings, condemnation or eminent domain actions, zoning or land use challenges, building code enforcement actions, or other governmental proceedings relating to any of the fourteen (14) Properties as of the date of the Agreement. Seller confirms that, in connection with Seller's ownership and operation of the Properties, zoning confirmation letters or zoning compliance letters have been obtained from the applicable local governmental authorities with jurisdiction over each of the fourteen (14) Properties, each confirming that the applicable Property and its current use are in compliance with the applicable zoning and land use requirements in effect as of the date of such letter. Copies of such zoning confirmation letters have been made available to Buyer and its counsel in the electronic data room established in connection with the transactions contemplated by the Agreement.
PART V — PROPERTIES AND TARGET ENTITIES WITH NO PENDING OR THREATENED LITIGATION
The following Target Entities and their respective Properties have no pending or threatened litigation, claims, arbitrations, administrative proceedings, or governmental investigations as of the date of the Agreement, to the knowledge of Seller. For the avoidance of doubt, the Target Entities and Properties listed below are not the subject of any matter disclosed in Part I, Part II, Part III, or Part IV of this Exhibit.
PART VI — GENERAL DISCLAIMERS AND QUALIFICATIONS
The following disclaimers and qualifications apply to this Exhibit in its entirety:
1.  Qualification by Agreement. This Exhibit J is qualified in its entirety by reference to the representations and warranties of Seller set forth in the Agreement, including without limitation the knowledge qualifications, materiality thresholds, dollar thresholds, and other limitations and exceptions set forth therein. In the event of any inconsistency between the disclosures set forth in this Exhibit and the representations and warranties set forth in the Agreement, the terms of the Agreement shall control.
2.  Knowledge Standard. The disclosures set forth in this Exhibit are made to the knowledge of Seller, as defined in the Agreement. Seller's Knowledge Individuals for purposes of this Exhibit J and the Agreement are: Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; Elise Rathborne, General Counsel & Chief Compliance Officer, Greystone Meridian Capital LLC; and Sean Kilpatrick, Senior Vice President, Asset Management, Greystone Meridian Capital LLC. No representation or warranty is made with respect to any matter not actually known to the Seller's Knowledge Individuals after due inquiry as of the date of the Agreement.
3.  Exclusion of Routine Collection Actions. This Exhibit J does not include, and Seller has not disclosed, routine collection actions commenced by any Target Entity against tenants of any Property for delinquent rent, common area maintenance charges, percentage rent, or other amounts due under the applicable lease in the ordinary course of property operations. Such routine collection actions, if any, are deemed to be within the ordinary course of business and are not considered "pending litigation" for purposes of the representations and warranties set forth in the Agreement or for purposes of this Exhibit.
4.  No Admission of Liability. The inclusion of any matter on this Exhibit J shall not be deemed or construed as an admission of liability by Seller, any Target Entity, or any of their respective affiliates, agents, or representatives with respect to such matter. Nor shall the inclusion of any matter on this Exhibit be deemed or construed as a waiver of any defense, privilege, immunity, or other right that may be available to Seller or any Target Entity with respect to such matter, including without limitation attorney-client privilege, work product protection, or the right to assert any affirmative defense, counterclaim, or cross-claim in connection therewith.
5.  Obligation to Supplement. Seller undertakes to supplement this Exhibit J prior to the Closing Date (as defined in the Agreement) to the extent that Seller becomes aware of any additional pending or threatened litigation, claims, arbitrations, administrative proceedings, or governmental investigations not disclosed herein, in accordance with the terms and conditions of Section 4.3 of the Agreement governing the delivery of updated schedules and exhibits. Any such supplemental disclosures shall be subject to the rights and remedies of Buyer set forth in the Agreement, including without limitation Buyer's right to terminate the Agreement in the event that a supplemental disclosure reveals a material adverse change, as more fully set forth in the Agreement.
6.  No Expansion of Representations. Nothing in this Exhibit J shall be deemed to broaden or expand the scope of the representations, warranties, covenants, or indemnification obligations of Seller beyond those expressly set forth in the Agreement. The information set forth in this Exhibit is provided solely for informational and disclosure purposes in accordance with the terms of the Agreement and does not create any independent cause of action, obligation, or liability on the part of Seller or any Target Entity not otherwise existing under the Agreement.
ACKNOWLEDGMENT
Acknowledged and agreed as of February 28, 2024.
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: ________
No. | Target Entity | Property | Address
1 | GMP Fairfield I LLC | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA
2 | GMP Fairfield II LLC | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA
3 | GMP Katy LLC | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX
4 | GMP Alliance LLC | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX
5 | GMP Southport LLC | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL
6 | GMP Murfreesboro LLC | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN
7 | GMP Brickell LLC | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL
8 | GMP Peachtree LLC | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA
9 | GMP Mount Juliet LLC | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN

EXHIBIT J

TO PURCHASE AND SALE AGREEMENT

DATED AS OF FEBRUARY 28, 2024

BY AND BETWEEN

LIST OF PENDING AND THREATENED LITIGATION

ACKNOWLEDGMENT

SELLER:

Record

Parties

Dates

Amounts