[sheet: Allocation Summary]

[sheet: Allocation Summary]
Property # | Property Name | Target Entity | Target Entity EIN | Address | City | State | Property Type | Rentable square Feet | Year Built | Loan Reference | Lender | Appraised Value — Stonebridge Valuation Advisors, LLC | Allocated Purchase Price | Allocation Percentage | Allocated Assumed Debt | Allocated Cash Equity
1 | Fairfield Logistics Center I | GMP Fairfield I LLC | 84-2310561 | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Fairburn | GA | Logistics | 412000 | 2020 | Loan 1-A | Pinnacle Federal Bank, N.A. | $84,700,000 | $84,700,000 | 7.70% | $52,700,000 | $32,000,000
2 | Fairfield Logistics Center II | GMP Fairfield II LLC | 84-2310578 | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Fairburn | GA | Logistics | 387000 | 2020 | Loan 1-B | Pinnacle Federal Bank, N.A. | $79,500,000 | $79,500,000 | 7.23% | $49,500,000 | $30,000,000
3 | Westlake Distribution Hub | GMP Westlake LLC | 84-2415693 | 11500 Westlake Parkway, Houston, TX 77082 | Houston | TX | Logistics | 624000 | 2019 | Loan 1-C | Pinnacle Federal Bank, N.A. | $128,400,000 | $128,400,000 | 11.67% | $79,900,000 | $48,500,000
4 | Katy Freeway Logistics Park | GMP Katy LLC | 84-2415710 | 22600 Katy Freeway, Katy, TX 77449 | Katy | TX | Logistics | 538000 | 2021 | Loan 1-D | Pinnacle Federal Bank, N.A. | $110,800,000 | $110,800,000 | 10.07% | $69,000,000 | $41,800,000
5 | Alliance Commerce Center | GMP Alliance LLC | 84-2415728 | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Fort Worth | TX | Logistics | 485000 | 2020 | Loan 1-E | Pinnacle Federal Bank, N.A. | $99,800,000 | $99,800,000 | 9.07% | $62,100,000 | $37,700,000
6 | Lakeland Crossings Industrial | GMP Lakeland LLC | 84-2527834 | 7100 Drane Field Road, Lakeland, FL 33811 | Lakeland | FL | Logistics | 372000 | 2019 | Loan 1-F | Pinnacle Federal Bank, N.A. | $76,500,000 | $76,500,000 | 6.95% | $47,600,000 | $28,900,000
7 | Southport Logistics Park | GMP Southport LLC | 84-2527849 | 3200 Southport Connector Road, Jacksonville, FL 32218 | Jacksonville | FL | Logistics | 410000 | 2021 | Loan 1-G | Pinnacle Federal Bank, N.A. | $84,300,000 | $84,300,000 | 7.66% | $32,500,000 | $51,800,000
8 | Murfreesboro Distribution Center | GMP Murfreesboro LLC | 84-2527856 | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | Murfreesboro | TN | Logistics | 502000 | 2020 | Loan 1-H | Pinnacle Federal Bank, N.A. | $103,200,000 | $103,200,000 | 9.38% | $28,300,000 | $74,900,000
9 | Buckhead Place Office Tower | GMP Buckhead LLC | 84-2639901 | 3380 Peachtree Road NE, Atlanta, GA 30326 | Atlanta | GA | Office | 285000 | 2018 | Loan 2-A | Veltrano Capital Lending Corp. | $73,800,000 | $73,800,000 | 6.71% | $46,200,000 | $27,600,000
10 | SouthPark Corporate Center | GMP SouthPark LLC | 84-2639918 | 6200 Fairview Road, Charlotte, NC 28210 | Charlotte | NC | Office | 218000 | 2017 | Loan 2-B | Veltrano Capital Lending Corp. | $56,500,000 | $56,500,000 | 5.14% | $35,400,000 | $21,100,000
11 | Cool Springs Office Park | GMP Cool Springs LLC | 84-2639925 | 5000 Virginia Way, Brentwood, TN 37027 | Brentwood | TN | Office | 196000 | 2016 | Loan 2-C | Veltrano Capital Lending Corp. | $37,200,000 | $37,200,000 | 3.38% | $35,700,000 | $1,500,000
12 | Brickell Bay Office Building | GMP Brickell LLC | 84-2639932 | 1450 Brickell Avenue, Miami, FL 33131 | Miami | FL | Office | 152000 | 2019 | Loan 2-D | Veltrano Capital Lending Corp. | $40,300,000 | $40,300,000 | 3.66% | $25,000,000 | $15,300,000
13 | Peachtree Corners Logistics Center | GMP Peachtree LLC | 84-2741063 | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | Peachtree Corners | GA | Logistics | 345000 | 2020 | Loan 3-A | Sycamore Life Insurance Company | $66,500,000 | $66,500,000 | 6.05% | $28,100,000 | $38,400,000
14 | Mount Juliet Commerce Park | GMP Mount Juliet LLC | 84-2741070 | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Mount Juliet | TN | Logistics | 298000 | 2021 | Loan 3-B | Sycamore Life Insurance Company | $58,500,000 | $58,500,000 | 5.32% | $20,000,000 | $38,500,000
Sub-Total: Logistics | 4373000 | $892,200,000 | $892,200,000 | 81.11% | $469,700,000 | $422,500,000
Sub-Total: Office | 851000 | $207,800,000 | $207,800,000 | 18.89% | $142,300,000 | $65,500,000
GRAND TOTAL | 5224000 | $1,100,000,000 | $1,100,000,000 | 100.00% | $612,000,000 | $488,000,000
[sheet: Allocation by State]
State | Number of Properties | Total RSF | Aggregate Allocated Purchase Price | Aggregate Allocation Percentage | Aggregate Allocated Assumed Debt | Aggregate Allocated Cash Equity | Estimated Transfer Tax | Transfer Tax Split — Buyer Share | Transfer Tax Split — Seller Share
Georgia | 4 | 1429000 | $304,500,000 | 27.68% | $176,300,000 | $128,200,000 | $1,250,000 | $625,000 | $625,000
Texas | 3 | 1647000 | $339,000,000 | 30.82% | $211,000,000 | $128,000,000 | $0 | $0 | $0
Florida | 3 | 934000 | $201,100,000 | 18.28% | $105,100,000 | $96,000,000 | $1,680,000 | $840,000 | $840,000
Tennessee | 3 | 996000 | $198,900,000 | 18.08% | $84,000,000 | $114,900,000 | $740,000 | $370,000 | $370,000
North Carolina | 1 | 218000 | $56,500,000 | 5.14% | $35,400,000 | $21,100,000 | $180,000 | $90,000 | $90,000
TOTAL | 14 | 5224000 | $1,100,000,000 | 100.00% | $612,000,000 | $488,000,000 | $3,850,000 | $1,925,000 | $1,925,000
[sheet: Allocation by Property Type]
Property Type | Number of Properties | Total RSF | RSF % of Portfolio | Aggregate Allocated Purchase Price | Allocation % of Total | Aggregate Allocated Assumed Debt | Aggregate Allocated Cash Equity | Implied Price per SF | Weighted-Average Occupancy
Logistics | 10 | 4373000 | 83.7% | $892,200,000 | 81.1% | $469,700,000 | $422,500,000 | $204.05 | 96.1%
Office | 4 | 851000 | 16.3% | $207,800,000 | 18.9% | $142,300,000 | $65,500,000 | $244.18 | 82.7%
TOTAL | 14 | 5224000 | 100.0% | $1,100,000,000 | 100.0% | $612,000,000 | $488,000,000 | $210.64 | 93.2%
[sheet: Allocation by Lender]
Lender | Loan Reference | Number of Properties Secured | Aggregate Outstanding Principal Balance | Interest Rate | Maturity Date | Loan Agreement Date | Aggregate Allocated Purchase Price of Secured Properties | LTV Ratio | Consent Fee Rate | Consent Fee Amount | Buyer's Consent Fee Share (50%) | Seller's Consent Fee Share (50%)
Pinnacle Federal Bank, N.A. | Loans 1-A through 1-H | 8 | $421,600,000 | 4.22% | July 1, 2028 | Master Loan Agreement dated September 15, 2020 | $766,700,000 | 55.0% | 0.25% | $1,054,000 | $527,000 | $527,000
Veltrano Capital Lending Corp. | Loans 2-A through 2-D | 4 | $142,300,000 | 4.68% | March 1, 2029 | Loan Agreement dated February 1, 2021 | $207,800,000 | 68.5% | 0.50% | $711,500 | $355,750 | $355,750
Sycamore Life Insurance Company | Loans 3-A and 3-B | 2 | $48,100,000 | 3.95% | December 1, 2030 | Note Purchase Agreement dated November 22, 2019 | $125,000,000 | 38.5% | 0.125% | $60,125 | $30,062.50 | $30,062.50
TOTAL | 14 | $612,000,000 | $1,100,000,000 | 55.6% | $1,825,625 | $912,812.50 | $912,812.50
[sheet: Notes and Methodology]
Item # | Description
1 | This Exhibit K sets forth the allocation of the Purchase Price of $1,100,000,000 among the 14 properties (each held by a separate Target Entity) in accordance with Section 10.4 of the Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. (Seller) and Fairwater Real Estate Investment Trust (Buyer).
2 | The allocation is based on the appraised fair market values determined by Stonebridge Valuation Advisors, LLC (Maureen Alcott, MAI, Lead Appraiser), 227 West Trade Street, Suite 1010, Charlotte, NC 28202, as of December 31, 2023.
3 | The parties agree to report the allocation consistently for federal, state, and local tax purposes, including on IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Internal Revenue Code), and to not take any position inconsistent with this allocation unless required by applicable law.
4 | Assumed Debt is allocated to each property based on the actual mortgage(s) encumbering such property. Cash Equity at closing equals Allocated Purchase Price minus Allocated Assumed Debt for each property.
5 | Total Assumed Debt: Pinnacle Federal Bank, N.A. — $421,600,000 (8 logistics properties, Loans 1-A through 1-H, fixed 4.22%, maturing July 1, 2028); Veltrano Capital Lending Corp. — $142,300,000 (4 office properties, Loans 2-A through 2-D, fixed 4.68%, maturing March 1, 2029); Sycamore Life Insurance Company — $48,100,000 (2 logistics properties, Loans 3-A and 3-B, fixed 3.95%, maturing December 1, 2030).
6 | Cash Equity at Closing = $1,100,000,000 (Purchase Price) − $612,000,000 (Total Assumed Debt) = $488,000,000. The PCA repair credit of $1,070,000 (50% of $2,140,000 aggregate estimated immediate repair costs) is reflected in the closing settlement statements and does not alter the allocation percentages set forth herein.
7 | Adjusted Purchase Price after PCA credit = $1,098,930,000 ($1,100,000,000 − $1,070,000). Net cash to Seller = $486,930,000 (subject to prorations).
8 | Transfer taxes are estimated at $3,850,000 in aggregate across five states (Georgia ~$1,250,000; Texas $0; Florida ~$1,680,000; Tennessee ~$740,000; North Carolina ~$180,000), split 50/50 between Buyer and Seller per PSA Section 12.3.
9 | This allocation schedule constitutes Exhibit K to the PSA and is binding upon the parties. The Buyer's tax advisors, Ashford Prewitt LLP (Martin Ashford, CPA; Naomi Ikeda, CPA), and the Seller's tax advisors, Caldwell Murray & Oakes LLP (William Oakes, CPA), have reviewed and concur with the methodology.
10 | Governing Law: State of New York. PSA dated February 28, 2024. Actual closing date: June 6, 2024.