1036-00004 · Client 1036 · Transaction Documents/Exhibits

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EXHIBIT P

TO PURCHASE AND SALE AGREEMENT

PERMITTED EXCEPTIONS

This Exhibit P is attached to and made a part of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Capitalized terms used but not otherwise defined in this Exhibit P shall have the meanings ascribed to such terms in the Agreement.

The title commitments referenced herein were issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President and Title Officer; escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303) with respect to each of the fourteen (14) Properties comprising the Portfolio. Buyer's counsel, Calderwood & Harkness LLP, delivered a title objection letter to Seller on March 27, 2024, identifying twenty-three (23) objection items across the Portfolio. Seller, through its counsel Blackridge Hayes LLP, delivered a written cure response dated April 8, 2024, addressing each of the twenty-three (23) objection items. Buyer delivered its acceptance and counter-response dated April 11, 2024. The Permitted Exceptions set forth in this Exhibit P reflect the final resolution of the parties' title review and objection process as contemplated by Article V of the Agreement.

Pro forma ALTA Owner's Policies of Title Insurance (2021 form) are to be issued by Commonwealth National Title Insurance Company for each Property at Closing, with the aggregate insured amount allocated among the Properties in accordance with the Purchase Price Allocation Schedule attached to the Agreement as Exhibit K. All ALTA/NSPS Land Title Surveys referenced herein were prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and were certified to Buyer, Seller, Commonwealth National Title Insurance Company, and each applicable lender as required under the Assumed Loan documents.

PART I

GENERAL PERMITTED EXCEPTIONS APPLICABLE TO ALL PROPERTIES

The following exceptions are permitted as to each of the fourteen (14) Properties comprising the Portfolio and shall not constitute objectionable title matters under Section 5.2 of the Agreement. Nothing in this Part I shall limit or modify any representation, warranty, or indemnification obligation of Seller set forth in the Agreement, except to the extent expressly stated herein.

1. Real Property Taxes and Assessments.

Liens for real property taxes and assessments not yet due and payable as of the Proration Date (June 6, 2024), subject to proration between Seller and Buyer in accordance with the proration methodology set forth in Exhibit U to the Agreement. For purposes of proration, the estimated 2024 annual real property taxes across the Portfolio are Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000.00). Based on the Proration Date of June 6, 2024, Seller's prorated share of 2024 real property taxes (covering the period from January 1, 2024 through June 5, 2024) is estimated to be Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One Dollars ($6,332,951.00), with the balance being Buyer's responsibility. Final proration shall be subject to adjustment following issuance of final 2024 tax bills for each Property in accordance with Section 8.4 of the Agreement. This exception does not include any delinquent taxes, penalties, or interest, which are Mandatory Cure Items as set forth in Part III below.

2. Rights of Tenants.

Rights of tenants in possession under the Leases set forth on the Rent Roll attached to the Agreement as Exhibit H, as tenants only, without any option to purchase or right of first refusal to purchase any Property or any interest therein, except as expressly disclosed on the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) to the Agreement. As of the date of the Agreement, there are eighty-seven (87) Leases across the Portfolio. This exception is limited to the rights of tenants as reflected on the Rent Roll and does not extend to any rights claimed by any party in possession not holding under a written Lease identified on the Rent Roll, which shall be a Mandatory Cure Item. To the extent any tenant Lease contains an option to purchase or right of first refusal that has been disclosed on the applicable Property-Specific Disclosure Schedule, such right shall be a Permitted Exception only if Seller has delivered evidence satisfactory to Buyer and Commonwealth National Title Insurance Company that either (a) such right has been waived by the applicable tenant, or (b) such right has expired or is otherwise inapplicable to the transactions contemplated by the Agreement.

3. Zoning and Land Use Regulations.

All applicable zoning, building, subdivision, environmental, and other governmental laws, regulations, codes, ordinances, rules, and requirements affecting each Property, including without limitation any applicable comprehensive plan designations, growth management requirements, concurrency determinations, and development orders, provided that the same do not prohibit the current use and operation of the Property as of the date of the Agreement or as of the Closing Date. Zoning confirmation letters have been obtained for fourteen (14) of fourteen (14) Properties, copies of which have been delivered to Buyer and are included in the title and survey due diligence files maintained by Commonwealth National Title Insurance Company. This exception does not extend to any pending zoning change, condemnation proceeding, or governmental order that would materially and adversely affect the use, occupancy, or value of any Property.

4. Standard Printed Exceptions.

Standard printed exceptions contained in the ALTA Owner's Policy of Title Insurance (2021 form) to the extent not removed by endorsement, affidavit, or other documentation delivered at or prior to Closing, including but not limited to:

(a) Rights or claims of parties in possession not shown by the public records — to be deleted by delivery of Seller's title affidavit at Closing in form and substance satisfactory to Commonwealth National Title Insurance Company;

(b) Encroachments, overlaps, boundary line disputes, shortages in area, and any other matters that would be disclosed by an accurate survey and inspection of the Property — to be deleted by delivery of the certified ALTA/NSPS Land Title Survey for each Property;

(c) Easements or claims of easements not shown by the public records — to be deleted by issuance of the owner's comprehensive endorsement (ALTA Endorsement 9.10-06) for each Property; and

(d) Mechanic's and materialmen's liens, or rights to assert mechanic's or materialmen's liens, for labor or materials furnished in connection with construction or repair of improvements on the Property — to be deleted by delivery of Seller's title affidavit and a gap indemnity letter issued by Commonwealth National Title Insurance Company at Closing.

The foregoing standard printed exceptions shall be Permitted Exceptions only to the extent that the applicable deletion mechanism described above is unavailable or Commonwealth National Title Insurance Company declines to delete or insure over the same notwithstanding delivery of all required affidavits, surveys, and endorsements. In all other cases, Seller shall cause such standard printed exceptions to be deleted at or prior to Closing.

5. Utility Easements.

Easements for the installation, maintenance, repair, replacement, and operation of public or private utilities, including without limitation electric, gas, water, sewer, telephone, cable, fiber optic, and stormwater drainage facilities, that are of record in the applicable county or parish recording offices, shown on the ALTA/NSPS Land Title Surveys for the applicable Properties, and do not materially interfere with or impair the current use, occupancy, operation, or value of the improvements located on the Property. This exception includes overhead and underground utility easements, whether held by governmental entities, quasi-governmental authorities, or private utility providers. Notwithstanding the foregoing, any utility easement that encroaches upon or passes through the footprint of any existing building or structure (other than standard utility connections and service laterals) shall not be a Permitted Exception unless specifically identified as a Permitted Exception in Part II below.

6. Subdivision Plats and Restrictions.

Subdivision plats, declarations of covenants, conditions, and restrictions, supplemental declarations, and related instruments of record that do not materially interfere with or impair the current use, occupancy, or operation of any Property, provided that (i) no violation exists thereunder as of the date of the Agreement or as of the Closing Date, (ii) no forfeiture or reversion right is exercisable by reason of the transactions contemplated by the Agreement or the change of control of any Target Entity, and (iii) no consent or approval of any declarant, architectural review committee, property owners' association, or similar governing body is required in connection with the transactions contemplated by the Agreement that has not been obtained or waived as of the Closing Date. To the extent any declaration or restrictive covenant requires payment of assessments, dues, or maintenance charges, the proration of such amounts shall be governed by Exhibit U.

7. Survey Matters.

Matters shown on the ALTA/NSPS Land Title Surveys certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) that do not materially and adversely affect the current use, occupancy, value, or insurability of any Property, including without limitation minor encroachments of fences, signs, landscaping, curbing, and similar items that do not encroach into building setback lines, required parking areas, or dedicated easement areas. This exception is intended to cover de minimis survey matters that are customarily accepted in commercial real estate transactions of the type contemplated by the Agreement. Any material encroachment, overlap, gap, or boundary discrepancy shown on any Survey that has not been specifically identified and accepted as a Permitted Exception in Part II below shall not be deemed a Permitted Exception under this paragraph and shall be subject to the objection and cure procedures set forth in Section 5.2 of the Agreement.

8. Assumed Mortgage Liens.

The liens of the mortgage, deed of trust, and security deed instruments securing the Assumed Loans, as more particularly described in Exhibit Q to the Agreement, which liens remain in place following the change of control and assumption of the Assumed Loans at Closing in accordance with Article VI of the Agreement. The Assumed Loans are as follows:

(a) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, in the aggregate outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00), as evidenced by that certain Master Loan Agreement dated September 15, 2020, as amended, between the applicable Target Entities and Pinnacle Federal Bank, N.A., together with all promissory notes, deeds of trust, security deeds, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith;

(b) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, in the aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), as evidenced by that certain Loan Agreement dated February 1, 2021, as amended, between the applicable Target Entities and Veltrano Capital Lending Corp., together with all promissory notes, deeds of trust, security deeds, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith; and

(c) Sycamore Life Insurance Company — Loans 3-A and 3-B, in the aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand Dollars ($48,100,000.00), as evidenced by that certain Note Purchase Agreement dated November 22, 2019, as amended, between the applicable Target Entities and Sycamore Life Insurance Company, together with all promissory notes, deeds of trust, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith.

The foregoing Assumed Loan liens are Permitted Exceptions solely to the extent that the applicable lender has delivered (or will deliver at or prior to Closing) its written consent to the assumption of the applicable Assumed Loan, the change of control of the applicable Target Entity, and the transactions contemplated by the Agreement, on terms and conditions acceptable to Buyer as set forth in Section 6.3 of the Agreement. Any additional lien, encumbrance, or security interest granted in connection with any Assumed Loan that is not identified in Exhibit Q shall not be a Permitted Exception.

9. Standard Access and Roadway Easements.

Public and private road, access, ingress, and egress easements of record benefiting or burdening the Properties, including without limitation easements for public rights-of-way, shared driveways, curb cuts, turn lanes, deceleration lanes, and related transportation infrastructure, provided such easements do not materially impair access to or use of the improvements located on any Property or reduce the available parking below the minimum required by applicable zoning or Lease requirements. This exception includes easements dedicated on recorded subdivision plats or site plans, as well as easements granted by separate recorded instruments.

10. Environmental Matters of Record.

Environmental notices, restrictive covenants, deed restrictions, activity and use limitations, or institutional controls of record arising from prior remediation activities, voluntary cleanup programs, brownfield agreements, or regulatory requirements imposed by any federal, state, or local environmental agency, provided that any such matters do not require further active remediation, monitoring, or expenditure by the applicable Target Entity beyond routine compliance with existing institutional controls. Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC in accordance with ASTM E1527-21 confirmed that twelve (12) of the fourteen (14) Properties are clean, with no recognized environmental conditions ("RECs") identified. Two (2) Properties — specifically, Property 3 (Westlake Distribution Hub, 11500 Westlake Parkway, Houston, Texas 77082) and Property 6 (Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, Florida 33811) — were identified as having de minimis recognized environmental conditions that are controlled by existing institutional controls of record and, in the professional opinion of Trident Environmental Group LLC, do not warrant Phase II Environmental Site Assessment or further investigation. The applicable environmental instruments of record for Properties 3 and 6 are specifically identified as Permitted Exceptions in Part II below.

11. Title Insurance Requirements Satisfied at Closing.

All Schedule B-I requirements set forth in the title commitments issued by Commonwealth National Title Insurance Company that are to be satisfied at or prior to Closing as conditions to issuance of the pro forma ALTA Owner's Policies of Title Insurance, including without limitation the following:

(a) Delivery of Seller's title affidavit, in form and substance satisfactory to Commonwealth National Title Insurance Company, addressing matters of possession, mechanic's liens, parties in possession, and similar title matters;

(b) Delivery of a gap indemnity and bring-down letter from Commonwealth National Title Insurance Company covering the gap period between the effective date of the applicable title commitment and the recording of the closing documents;

(c) Delivery of certificates of good standing (or certificates of existence, as applicable) for each Target Entity and for Seller, issued by the Secretary of State of the state of organization of each such entity, dated not more than thirty (30) days prior to the Closing Date;

(d) Delivery of evidence of authority to execute and deliver the closing documents, including certified copies of resolutions, incumbency certificates, and operating agreement or partnership agreement provisions authorizing the transactions contemplated by the Agreement;

(e) Payment of all title insurance premiums, endorsement charges, and related fees required for issuance of the pro forma ALTA Owner's Policies, estimated in the aggregate at Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00), allocated between Seller and Buyer in accordance with Section 9.1 of the Agreement; and

(f) Such other documentation and instruments as may be reasonably required by Commonwealth National Title Insurance Company in order to issue the pro forma ALTA Owner's Policies in accordance with the terms of the Agreement and the title commitments.

Satisfaction of the foregoing requirements shall be a condition to Closing and shall be evidenced by marked-up title commitments or pro forma policies delivered by Commonwealth National Title Insurance Company at or promptly following Closing.

PART II

PROPERTY-SPECIFIC PERMITTED EXCEPTIONS

For each Property, the following specific title exceptions, as reflected in the applicable title commitment issued by Commonwealth National Title Insurance Company and as shown on the certified ALTA/NSPS Land Title Survey for such Property, are Permitted Exceptions. The exceptions listed below are in addition to the General Permitted Exceptions set forth in Part I above. References to recording information (Deed Book, Volume, Official Records Book, Page, and similar designations) are to the records of the applicable county or parish recording office in which the Property is located. To the extent any recording reference is to be supplemented with the specific book and page number, the parties acknowledge that such references shall be confirmed by Commonwealth National Title Insurance Company and inserted into the final pro forma ALTA Owner's Policy for each Property at Closing.

Property 1 — Fairfield Logistics Center I

Target Entity: GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561)

Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 412,000 RSF

Year Built: 2020

Assumed Loan: Loan 1-A (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Easement in favor of Fulton County, Georgia, for stormwater drainage facilities, including the right to construct, maintain, repair, and replace stormwater management infrastructure, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.

(b) Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, recorded in Deed Book __, Page _, Fulton County, Georgia records, as amended by that certain First Amendment to Declaration recorded in Deed Book _, Page __, Fulton County, Georgia records, and any subsequent amendments of record, together with all rights and obligations arising thereunder, including without limitation maintenance assessments, architectural review requirements, and use restrictions.

(c) Non-exclusive easement for vehicular and pedestrian ingress and egress over Fairfield Industrial Blvd, as shown on the recorded subdivision plat for Fairfield Industrial Park filed in Plat Book __, Page __, Fulton County, Georgia records.

(d) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-A, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.

Property 2 — Fairfield Logistics Center II

Target Entity: GMP Fairfield II LLC, a Delaware limited liability company (EIN: 84-2310578)

Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 387,000 RSF

Year Built: 2020

Assumed Loan: Loan 1-B (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, as described in Property 1, exception (b) above, which Declaration is applicable to both Property 1 and Property 2, together with all amendments and supplements of record.

(b) Easement for water and sewer lines in favor of Fulton County Water System, including the right to install, maintain, repair, replace, and operate water and sewer lines and related infrastructure, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.

(c) Cross-access easement between Property 1 (GMP Fairfield I LLC) and Property 2 (GMP Fairfield II LLC) for shared drive aisles, truck courts, and related vehicular circulation areas, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.

(d) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-B, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.

Property 3 — Westlake Distribution Hub

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

Property Address: 11500 Westlake Parkway, Houston, Texas 77082

Property Type: Logistics / Distribution Warehouse

Rentable square Footage: 624,000 RSF

Year Built: 2019

Assumed Loan: Loan 1-C (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Pipeline easement in favor of Gulf Coast Pipeline Company, granting the right to lay, construct, maintain, operate, repair, replace, and remove one or more pipelines and appurtenances thereto, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records. Said easement runs along the northern boundary of the Property and is shown on the Survey. The easement area does not encroach upon or pass through the footprint of any existing building, improvement, or structure on the Property.

(b) Restrictions set forth in that certain Declaration of Restrictive Covenants for Westlake Business Park, recorded in Volume __, Page __, Harris County, Texas real property records, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance obligations, and assessment requirements applicable to owners of property within Westlake Business Park.

(c) Drainage easement in favor of Harris County Flood Control District, granting the right to construct, maintain, repair, and replace drainage channels, detention facilities, and related stormwater management infrastructure, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records, as shown on the Survey.

(d) Environmental notice of record relating to a de minimis recognized environmental condition identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC dated January 15, 2024 (Project No. TEG-2024-0147). The de minimis recognized environmental condition consists of residual petroleum hydrocarbons in soil associated with a former underground storage tank that was removed and closed in accordance with applicable Texas Commission on Environmental Quality ("TCEQ") regulations. A restrictive covenant and institutional control has been recorded in Volume __, Page __, Harris County, Texas real property records, limiting the use of the affected area and requiring maintenance of an impervious surface cap. The condition is controlled and requires no further active remediation, Phase II Environmental Site Assessment, or ongoing monitoring beyond compliance with the terms of the recorded institutional control.

(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C, recorded in Volume __, Page __, Harris County, Texas real property records, together with all modifications, amendments, and assignments of record.

Property 4 — Katy Freeway Logistics Park

Target Entity: GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710)

Property Address: 22600 Katy Freeway, Katy, Texas 77449

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 538,000 RSF

Year Built: 2021

Assumed Loan: Loan 1-D (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Utility easement for electric transmission lines in favor of Fenmore Corporation Houston Electric, LLC (successor-in-interest to Houston Lighting & Power Company), granting the right to erect, construct, maintain, operate, repair, replace, and remove electric transmission lines, poles, towers, and related facilities, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records, as shown on the Survey.

(b) Restrictions and maintenance obligations under the Katy Commerce Park Property Owners Association governing documents, including the Declaration of Covenants, Conditions, and Restrictions for Katy Commerce Park, recorded in Volume __, Page __, Harris County, Texas real property records, and the Bylaws of the Katy Commerce Park Property Owners Association, together with all amendments, supplements, and modifications of record, including without limitation assessment obligations, architectural review requirements, use restrictions, and landscaping and maintenance standards.

(c) Detention pond easement along the southwestern property boundary, granting the right to construct, maintain, and operate a stormwater detention pond and related facilities, as shown on the Survey and as required by Harris County Flood Control District regulations and the approved site plan for the Property.

(d) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-D, recorded in Volume __, Page __, Harris County, Texas real property records, together with all modifications, amendments, and assignments of record.

Property 5 — Alliance Commerce Center

Target Entity: GMP Alliance LLC, a Delaware limited liability company (EIN: 84-2415728)

Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 485,000 RSF

Year Built: 2020

Assumed Loan: Loan 1-E (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Alliance Development Agreement and associated Declaration of Covenants, Conditions, and Restrictions for the Alliance development area, recorded in Volume __, Page _, Tarrant County, Texas real property records (and, to the extent the Property straddles the Tarrant County / Denton County line, also recorded in Volume _, Page __, Denton County, Texas real property records), together with all amendments, supplements, and modifications of record, including without limitation development standards, design guidelines, signage restrictions, and maintenance and assessment obligations.

(b) Easement for railroad spur access along the eastern property boundary, granted in favor of Adriatic Enterprises (or its successors and assigns), including the right to construct, maintain, operate, repair, and replace a railroad spur track and related facilities, as granted by instrument recorded in Volume __, Page __, Tarrant County, Texas real property records, as shown on the Survey.

(c) Non-exclusive access easement over Alliance Gateway Blvd for vehicular and pedestrian ingress and egress, as dedicated on the recorded subdivision plat for Alliance Commerce Center filed in Plat Cabinet __, Slide __, Tarrant County, Texas real property records.

(d) Utility easements for water, sewer, gas, and electric service, as shown on the recorded subdivision plat and the Survey, including easements in favor of the City of Fort Worth, Kestrel Partners LLC, Pinnacle Partners LLC, and the Trinity River Authority of Texas, as applicable.

(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-E, recorded in Volume __, Page __, Tarrant County, Texas real property records, together with all modifications, amendments, and assignments of record.

Property 6 — Lakeland Crossings Industrial

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

Property Address: 7100 Drane Field Road, Lakeland, Florida 33811

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 372,000 RSF

Year Built: 2019

Assumed Loan: Loan 1-F (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Stormwater management easement in favor of Southwest Florida Water Management District ("SWFWMD"), granting the right to inspect, maintain, and enforce stormwater management system requirements, including retention and detention ponds, swales, and related infrastructure, as granted by instrument recorded in Official Records Book __, Page __, Polk County, Florida, as shown on the Survey. The Property owner is obligated to maintain the stormwater management system in accordance with the Environmental Resource Permit issued by SWFWMD.

(b) Declaration of Covenants, Conditions, and Restrictions for Lakeland Crossings Industrial Park, recorded in Official Records Book __, Page __, Polk County, Florida, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance assessments, architectural review requirements, and common area maintenance obligations.

(c) Environmental restrictive covenant of record relating to a de minimis recognized environmental condition identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC dated January 22, 2024 (Project No. TEG-2024-0163). The de minimis recognized environmental condition consists of residual dry-cleaning solvents in groundwater at concentrations below applicable Florida Department of Environmental Protection cleanup target levels, associated with a former dry-cleaning operation on an adjacent parcel. An institutional control and deed restriction has been recorded in Official Records Book __, Page __, Polk County, Florida, restricting the installation of potable water wells on the Property and requiring maintenance of an impervious surface cap over the affected area. The condition is controlled and requires no further active remediation, Phase II Environmental Site Assessment, or ongoing monitoring beyond compliance with the terms of the recorded institutional control.

(d) Utility easement for water and sewer infrastructure in favor of the City of Lakeland, Florida, granting the right to install, maintain, repair, replace, and operate water and sewer lines and related appurtenances, as shown on the Survey and as dedicated on the recorded subdivision plat for Lakeland Crossings Industrial Park.

(e) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-F, recorded in Official Records Book __, Page __, Polk County, Florida, together with all modifications, amendments, and assignments of record.

Property 7 — Southport Logistics Park

Target Entity: GMP Southport LLC, a Delaware limited liability company (EIN: 84-2527849)

Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218

Property Type: Logistics / Industrial Warehouse

Rentable square Footage: 410,000 RSF

Year Built: 2021

Assumed Loan: Loan 1-G (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Port authority development agreement between the Jacksonville Port Authority (JAXPORT) and GMP Southport LLC, together with associated operating covenants, use restrictions, and development standards, recorded in Official Records Book __, Page __, Duval County, Florida, as amended and supplemented from time to time, including without limitation requirements relating to cargo handling operations, security protocols, and maintenance of port-related infrastructure.

(b) Drainage and wetland conservation easement along the western property boundary, granted in favor of the St. Johns River Water Management District and/or the United States Army Corps of Engineers, as applicable, recorded in Official Records Book __, Page __, Duval County, Florida, as shown on the Survey. The easement area is designated as a wetland conservation area and is subject to deed restrictions prohibiting construction, grading, filling, or other disturbance within the easement boundaries.

(c) Shared access easement for vehicular and pedestrian ingress and egress over Southport Connector Road, as dedicated on the recorded subdivision plat for Southport Logistics Park or as granted by separate recorded instrument, benefiting and burdening the Property and adjacent parcels within the Southport development area.

(d) Utility easements for electric, water, sewer, and telecommunications infrastructure, as shown on the recorded subdivision plat for Southport Logistics Park filed in Plat Book __, Page __, Duval County, Florida, including easements in favor of JEA (Jacksonville Electric Authority), Ridgeway Group, and the City of Jacksonville.

(e) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-G, recorded in Official Records Book __, Page __, Duval County, Florida, together with all modifications, amendments, and assignments of record.

Property 8 — Murfreesboro Distribution Center

Target Entity: GMP Murfreesboro LLC, a Delaware limited liability company (EIN: 84-2527856)

Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127

Property Type: Logistics / Distribution Warehouse

Rentable square Footage: 502,000 RSF

Year Built: 2020

Assumed Loan: Loan 1-H (Pinnacle Federal Bank, N.A.)

Specific Permitted Exceptions:

(a) Declaration of Protective Covenants for Murfreesboro Business Park, recorded in Book __, Page __, Rutherford County, Tennessee Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance assessments, signage regulations, and architectural review requirements.

(b) Easement for public road access along Joe B. Jackson Parkway, as dedicated on the recorded subdivision plat for Murfreesboro Business Park or as established by separate recorded instrument, granting the right of vehicular and pedestrian ingress and egress to and from the Property.

(c) Stormwater detention easement along the southern property boundary, as shown on the Survey, granting the right to construct, maintain, and operate stormwater detention facilities in accordance with the approved grading and drainage plan for the Property and the requirements of the City of Murfreesboro and the Tennessee Department of Environment and Conservation.

(d) Utility easements for gas (Ashgrove & Co.), electric (Beaumont Enterprises), water, and sewer (Consolidated Utility District of Rutherford County), as shown on the recorded subdivision plat and the Survey, including the right to install, maintain, repair, replace, and operate utility lines and related facilities.

(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-H, recorded in Book __, Page __, Rutherford County, Tennessee Register of Deeds, together with all modifications, amendments, and assignments of record.

Property 9 — Buckhead Place Office Tower

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

Property Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326

Property Type: Office

Rentable square Footage: 285,000 RSF

Year Built: 2018

Assumed Loan: Loan 2-A (Veltrano Capital Lending Corp.)

Specific Permitted Exceptions:

(a) Reciprocal easement agreement between GMP Buckhead LLC and the owner of the adjacent property to the south, granting reciprocal rights of access, use, and maintenance with respect to a shared parking garage and related vehicular circulation areas, recorded in Deed Book __, Page __, Fulton County, Georgia records, as amended and supplemented from time to time, together with all associated operating cost sharing obligations, maintenance standards, and use restrictions.

(b) Easement for underground utility lines (including electric, telecommunications, water, and sewer) in favor of the City of Atlanta and applicable utility providers, including Drayton Holdings, Kestrel Corporation, and the Atlanta Department of Watershed Management, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.

(c) Declaration of Covenants for the Buckhead commercial development recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all amendments, supplements, and modifications of record, including without limitation architectural review requirements, signage restrictions, landscaping standards, and common area maintenance and assessment obligations applicable to properties within the Buckhead commercial development area.

(d) Minor encroachment of building awning extending approximately eighteen (18) inches over the adjacent property easement area along the southern boundary of the Property, as shown on the Survey. Commonwealth National Title Insurance Company has agreed to insure over this encroachment and to issue an ALTA Endorsement 28.1-06 (Encroachments — Boundaries and Easements) affirmatively insuring against loss arising from the existence of said encroachment, subject to the terms and conditions of such endorsement.

(e) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-A, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.

Property 10 — SouthPark Corporate Center

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

Property Address: 6200 Fairview Road, Charlotte, North Carolina 28210

Property Type: Office

Rentable square Footage: 218,000 RSF

Year Built: 2017

Assumed Loan: Loan 2-B (Veltrano Capital Lending Corp.)

Specific Permitted Exceptions:

(a) Declaration of Covenants, Conditions, and Restrictions for SouthPark Corporate Campus, recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, architectural and design guidelines, landscaping and maintenance standards, signage regulations, and assessment obligations.

(b) Easement for storm drainage facilities in favor of Charlotte-Mecklenburg Storm Water Services, granting the right to construct, maintain, repair, replace, and operate stormwater drainage infrastructure, including pipes, channels, inlets, and detention areas, as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, as shown on the Survey.

(c) Non-exclusive cross-access easement benefiting and burdening the Property and adjoining parcels along Fairview Road, granting reciprocal rights of vehicular and pedestrian ingress and egress over a shared access drive connecting to Fairview Road, as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, as shown on the Survey.

(d) Utility easements for Aldermere Partners LLC electric transmission lines along the rear (northern) property boundary, including the right to erect, construct, maintain, operate, repair, replace, and remove electric transmission lines, poles, towers, and related facilities, as shown on the Survey and as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds.

(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-B, recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, together with all modifications, amendments, and assignments of record.

Property 11 — Cool Springs Office Park

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

Property Address: 5000 Virginia Way, Brentwood, Tennessee 37027

Property Type: Office

Rentable square Footage: 196,000 RSF

Year Built: 2016

Assumed Loan: Loan 2-C (Veltrano Capital Lending Corp.)

Specific Permitted Exceptions:

(a) Master Declaration of Covenants, Conditions, and Restrictions for Cool Springs Mixed-Use Development, recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation maintenance and assessment obligations, architectural and design review requirements, use restrictions, signage regulations, common area maintenance obligations, and governance provisions of the Cool Springs Mixed-Use Development property owners' association.

(b) Shared parking agreement between GMP Cool Springs LLC and the owner of the adjacent hotel property, granting reciprocal rights to use designated parking areas during specified hours and subject to specified capacity limitations, as granted by instrument recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds. The shared parking agreement runs with the land and is binding upon the successors and assigns of both parties.

(c) Utility easements for gas (Ashgrove & Co.), electric (Beaumont Enterprises), water and sewer (Water Authority of Dickson County or the applicable municipal provider), and fiber optic telecommunications, as shown on the recorded subdivision plat for Cool Springs Mixed-Use Development and on the Survey, including the right to install, maintain, repair, replace, and operate utility lines, conduits, and related facilities.

(d) Landscape buffer easement along the Virginia Way frontage of the Property, as required by the City of Brentwood municipal code and the Cool Springs Mixed-Use Development design guidelines, restricting development, construction, and parking within the designated landscape buffer area, as shown on the Survey and as depicted on the approved site plan for the Property.

(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-C, recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds, together with all modifications, amendments, and assignments of record.

Property 12 — Brickell Bay Office Building

Target Entity: GMP Brickell LLC, a Delaware limited liability company (EIN: 84-2639932)

Property Address: 1450 Brickell Avenue, Miami, Florida 33131

Property Type: Office

Rentable square Footage: 152,000 RSF

Year Built: 2019

Assumed Loan: Loan 2-D (Veltrano Capital Lending Corp.)

Specific Permitted Exceptions:

(a) Declaration of Covenants, Conditions, and Restrictions for Brickell Bay mixed-use development, recorded in Official Records Book __, Page __, Miami-Dade County, Florida, together with all amendments, supplements, and modifications of record, including without limitation design review and approval requirements, signage restrictions, common area maintenance obligations, assessment obligations, and use restrictions applicable to properties within the Brickell Bay mixed-use development area.

(b) Easement for public sidewalk and streetscape improvements along Brickell Avenue, granted in favor of the City of Miami, including the right to construct, maintain, repair, replace, and improve sidewalks, streetscape elements, landscaping, pedestrian amenities, and related public infrastructure within the designated easement area, as granted by instrument recorded in Official Records Book __, Page __, Miami-Dade County, Florida, as shown on the Survey.

EXHIBIT P
TO PURCHASE AND SALE AGREEMENT
PERMITTED EXCEPTIONS
This Exhibit P is attached to and made a part of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Capitalized terms used but not otherwise defined in this Exhibit P shall have the meanings ascribed to such terms in the Agreement.
The title commitments referenced herein were issued by Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President and Title Officer; escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303) with respect to each of the fourteen (14) Properties comprising the Portfolio. Buyer's counsel, Calderwood & Harkness LLP, delivered a title objection letter to Seller on March 27, 2024, identifying twenty-three (23) objection items across the Portfolio. Seller, through its counsel Blackridge Hayes LLP, delivered a written cure response dated April 8, 2024, addressing each of the twenty-three (23) objection items. Buyer delivered its acceptance and counter-response dated April 11, 2024. The Permitted Exceptions set forth in this Exhibit P reflect the final resolution of the parties' title review and objection process as contemplated by Article V of the Agreement.
Pro forma ALTA Owner's Policies of Title Insurance (2021 form) are to be issued by Commonwealth National Title Insurance Company for each Property at Closing, with the aggregate insured amount allocated among the Properties in accordance with the Purchase Price Allocation Schedule attached to the Agreement as Exhibit K. All ALTA/NSPS Land Title Surveys referenced herein were prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and were certified to Buyer, Seller, Commonwealth National Title Insurance Company, and each applicable lender as required under the Assumed Loan documents.
PART I
GENERAL PERMITTED EXCEPTIONS APPLICABLE TO ALL PROPERTIES
The following exceptions are permitted as to each of the fourteen (14) Properties comprising the Portfolio and shall not constitute objectionable title matters under Section 5.2 of the Agreement. Nothing in this Part I shall limit or modify any representation, warranty, or indemnification obligation of Seller set forth in the Agreement, except to the extent expressly stated herein.
1. Real Property Taxes and Assessments.
Liens for real property taxes and assessments not yet due and payable as of the Proration Date (June 6, 2024), subject to proration between Seller and Buyer in accordance with the proration methodology set forth in Exhibit U to the Agreement. For purposes of proration, the estimated 2024 annual real property taxes across the Portfolio are Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000.00). Based on the Proration Date of June 6, 2024, Seller's prorated share of 2024 real property taxes (covering the period from January 1, 2024 through June 5, 2024) is estimated to be Six Million Three Hundred Thirty-Two Thousand Nine Hundred Fifty-One Dollars ($6,332,951.00), with the balance being Buyer's responsibility. Final proration shall be subject to adjustment following issuance of final 2024 tax bills for each Property in accordance with Section 8.4 of the Agreement. This exception does not include any delinquent taxes, penalties, or interest, which are Mandatory Cure Items as set forth in Part III below.
2. Rights of Tenants.
Rights of tenants in possession under the Leases set forth on the Rent Roll attached to the Agreement as Exhibit H, as tenants only, without any option to purchase or right of first refusal to purchase any Property or any interest therein, except as expressly disclosed on the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) to the Agreement. As of the date of the Agreement, there are eighty-seven (87) Leases across the Portfolio. This exception is limited to the rights of tenants as reflected on the Rent Roll and does not extend to any rights claimed by any party in possession not holding under a written Lease identified on the Rent Roll, which shall be a Mandatory Cure Item. To the extent any tenant Lease contains an option to purchase or right of first refusal that has been disclosed on the applicable Property-Specific Disclosure Schedule, such right shall be a Permitted Exception only if Seller has delivered evidence satisfactory to Buyer and Commonwealth National Title Insurance Company that either (a) such right has been waived by the applicable tenant, or (b) such right has expired or is otherwise inapplicable to the transactions contemplated by the Agreement.
3. Zoning and Land Use Regulations.
All applicable zoning, building, subdivision, environmental, and other governmental laws, regulations, codes, ordinances, rules, and requirements affecting each Property, including without limitation any applicable comprehensive plan designations, growth management requirements, concurrency determinations, and development orders, provided that the same do not prohibit the current use and operation of the Property as of the date of the Agreement or as of the Closing Date. Zoning confirmation letters have been obtained for fourteen (14) of fourteen (14) Properties, copies of which have been delivered to Buyer and are included in the title and survey due diligence files maintained by Commonwealth National Title Insurance Company. This exception does not extend to any pending zoning change, condemnation proceeding, or governmental order that would materially and adversely affect the use, occupancy, or value of any Property.
4. Standard Printed Exceptions.
Standard printed exceptions contained in the ALTA Owner's Policy of Title Insurance (2021 form) to the extent not removed by endorsement, affidavit, or other documentation delivered at or prior to Closing, including but not limited to:
(a) Rights or claims of parties in possession not shown by the public records — to be deleted by delivery of Seller's title affidavit at Closing in form and substance satisfactory to Commonwealth National Title Insurance Company;
(b) Encroachments, overlaps, boundary line disputes, shortages in area, and any other matters that would be disclosed by an accurate survey and inspection of the Property — to be deleted by delivery of the certified ALTA/NSPS Land Title Survey for each Property;
(c) Easements or claims of easements not shown by the public records — to be deleted by issuance of the owner's comprehensive endorsement (ALTA Endorsement 9.10-06) for each Property; and
(d) Mechanic's and materialmen's liens, or rights to assert mechanic's or materialmen's liens, for labor or materials furnished in connection with construction or repair of improvements on the Property — to be deleted by delivery of Seller's title affidavit and a gap indemnity letter issued by Commonwealth National Title Insurance Company at Closing.
The foregoing standard printed exceptions shall be Permitted Exceptions only to the extent that the applicable deletion mechanism described above is unavailable or Commonwealth National Title Insurance Company declines to delete or insure over the same notwithstanding delivery of all required affidavits, surveys, and endorsements. In all other cases, Seller shall cause such standard printed exceptions to be deleted at or prior to Closing.
5. Utility Easements.
Easements for the installation, maintenance, repair, replacement, and operation of public or private utilities, including without limitation electric, gas, water, sewer, telephone, cable, fiber optic, and stormwater drainage facilities, that are of record in the applicable county or parish recording offices, shown on the ALTA/NSPS Land Title Surveys for the applicable Properties, and do not materially interfere with or impair the current use, occupancy, operation, or value of the improvements located on the Property. This exception includes overhead and underground utility easements, whether held by governmental entities, quasi-governmental authorities, or private utility providers. Notwithstanding the foregoing, any utility easement that encroaches upon or passes through the footprint of any existing building or structure (other than standard utility connections and service laterals) shall not be a Permitted Exception unless specifically identified as a Permitted Exception in Part II below.
6. Subdivision Plats and Restrictions.
Subdivision plats, declarations of covenants, conditions, and restrictions, supplemental declarations, and related instruments of record that do not materially interfere with or impair the current use, occupancy, or operation of any Property, provided that (i) no violation exists thereunder as of the date of the Agreement or as of the Closing Date, (ii) no forfeiture or reversion right is exercisable by reason of the transactions contemplated by the Agreement or the change of control of any Target Entity, and (iii) no consent or approval of any declarant, architectural review committee, property owners' association, or similar governing body is required in connection with the transactions contemplated by the Agreement that has not been obtained or waived as of the Closing Date. To the extent any declaration or restrictive covenant requires payment of assessments, dues, or maintenance charges, the proration of such amounts shall be governed by Exhibit U.
7. Survey Matters.
Matters shown on the ALTA/NSPS Land Title Surveys certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) that do not materially and adversely affect the current use, occupancy, value, or insurability of any Property, including without limitation minor encroachments of fences, signs, landscaping, curbing, and similar items that do not encroach into building setback lines, required parking areas, or dedicated easement areas. This exception is intended to cover de minimis survey matters that are customarily accepted in commercial real estate transactions of the type contemplated by the Agreement. Any material encroachment, overlap, gap, or boundary discrepancy shown on any Survey that has not been specifically identified and accepted as a Permitted Exception in Part II below shall not be deemed a Permitted Exception under this paragraph and shall be subject to the objection and cure procedures set forth in Section 5.2 of the Agreement.
8. Assumed Mortgage Liens.
The liens of the mortgage, deed of trust, and security deed instruments securing the Assumed Loans, as more particularly described in Exhibit Q to the Agreement, which liens remain in place following the change of control and assumption of the Assumed Loans at Closing in accordance with Article VI of the Agreement. The Assumed Loans are as follows:
(a) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, in the aggregate outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00), as evidenced by that certain Master Loan Agreement dated September 15, 2020, as amended, between the applicable Target Entities and Pinnacle Federal Bank, N.A., together with all promissory notes, deeds of trust, security deeds, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith;
(b) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, in the aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), as evidenced by that certain Loan Agreement dated February 1, 2021, as amended, between the applicable Target Entities and Veltrano Capital Lending Corp., together with all promissory notes, deeds of trust, security deeds, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith; and
(c) Sycamore Life Insurance Company — Loans 3-A and 3-B, in the aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand Dollars ($48,100,000.00), as evidenced by that certain Note Purchase Agreement dated November 22, 2019, as amended, between the applicable Target Entities and Sycamore Life Insurance Company, together with all promissory notes, deeds of trust, mortgages, assignments of leases and rents, and other loan documents executed in connection therewith.
The foregoing Assumed Loan liens are Permitted Exceptions solely to the extent that the applicable lender has delivered (or will deliver at or prior to Closing) its written consent to the assumption of the applicable Assumed Loan, the change of control of the applicable Target Entity, and the transactions contemplated by the Agreement, on terms and conditions acceptable to Buyer as set forth in Section 6.3 of the Agreement. Any additional lien, encumbrance, or security interest granted in connection with any Assumed Loan that is not identified in Exhibit Q shall not be a Permitted Exception.
9. Standard Access and Roadway Easements.
Public and private road, access, ingress, and egress easements of record benefiting or burdening the Properties, including without limitation easements for public rights-of-way, shared driveways, curb cuts, turn lanes, deceleration lanes, and related transportation infrastructure, provided such easements do not materially impair access to or use of the improvements located on any Property or reduce the available parking below the minimum required by applicable zoning or Lease requirements. This exception includes easements dedicated on recorded subdivision plats or site plans, as well as easements granted by separate recorded instruments.
10. Environmental Matters of Record.
Environmental notices, restrictive covenants, deed restrictions, activity and use limitations, or institutional controls of record arising from prior remediation activities, voluntary cleanup programs, brownfield agreements, or regulatory requirements imposed by any federal, state, or local environmental agency, provided that any such matters do not require further active remediation, monitoring, or expenditure by the applicable Target Entity beyond routine compliance with existing institutional controls. Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC in accordance with ASTM E1527-21 confirmed that twelve (12) of the fourteen (14) Properties are clean, with no recognized environmental conditions ("RECs") identified. Two (2) Properties — specifically, Property 3 (Westlake Distribution Hub, 11500 Westlake Parkway, Houston, Texas 77082) and Property 6 (Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, Florida 33811) — were identified as having de minimis recognized environmental conditions that are controlled by existing institutional controls of record and, in the professional opinion of Trident Environmental Group LLC, do not warrant Phase II Environmental Site Assessment or further investigation. The applicable environmental instruments of record for Properties 3 and 6 are specifically identified as Permitted Exceptions in Part II below.
11. Title Insurance Requirements Satisfied at Closing.
All Schedule B-I requirements set forth in the title commitments issued by Commonwealth National Title Insurance Company that are to be satisfied at or prior to Closing as conditions to issuance of the pro forma ALTA Owner's Policies of Title Insurance, including without limitation the following:
(a) Delivery of Seller's title affidavit, in form and substance satisfactory to Commonwealth National Title Insurance Company, addressing matters of possession, mechanic's liens, parties in possession, and similar title matters;
(b) Delivery of a gap indemnity and bring-down letter from Commonwealth National Title Insurance Company covering the gap period between the effective date of the applicable title commitment and the recording of the closing documents;
(c) Delivery of certificates of good standing (or certificates of existence, as applicable) for each Target Entity and for Seller, issued by the Secretary of State of the state of organization of each such entity, dated not more than thirty (30) days prior to the Closing Date;
(d) Delivery of evidence of authority to execute and deliver the closing documents, including certified copies of resolutions, incumbency certificates, and operating agreement or partnership agreement provisions authorizing the transactions contemplated by the Agreement;
(e) Payment of all title insurance premiums, endorsement charges, and related fees required for issuance of the pro forma ALTA Owner's Policies, estimated in the aggregate at Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00), allocated between Seller and Buyer in accordance with Section 9.1 of the Agreement; and
(f) Such other documentation and instruments as may be reasonably required by Commonwealth National Title Insurance Company in order to issue the pro forma ALTA Owner's Policies in accordance with the terms of the Agreement and the title commitments.
Satisfaction of the foregoing requirements shall be a condition to Closing and shall be evidenced by marked-up title commitments or pro forma policies delivered by Commonwealth National Title Insurance Company at or promptly following Closing.
PART II
PROPERTY-SPECIFIC PERMITTED EXCEPTIONS
For each Property, the following specific title exceptions, as reflected in the applicable title commitment issued by Commonwealth National Title Insurance Company and as shown on the certified ALTA/NSPS Land Title Survey for such Property, are Permitted Exceptions. The exceptions listed below are in addition to the General Permitted Exceptions set forth in Part I above. References to recording information (Deed Book, Volume, Official Records Book, Page, and similar designations) are to the records of the applicable county or parish recording office in which the Property is located. To the extent any recording reference is to be supplemented with the specific book and page number, the parties acknowledge that such references shall be confirmed by Commonwealth National Title Insurance Company and inserted into the final pro forma ALTA Owner's Policy for each Property at Closing.
Property 1 — Fairfield Logistics Center I
Target Entity: GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561)
Property Address: 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 412,000 RSF
Year Built: 2020
Assumed Loan: Loan 1-A (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Easement in favor of Fulton County, Georgia, for stormwater drainage facilities, including the right to construct, maintain, repair, and replace stormwater management infrastructure, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.
(b) Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, recorded in Deed Book __, Page _, Fulton County, Georgia records, as amended by that certain First Amendment to Declaration recorded in Deed Book _, Page __, Fulton County, Georgia records, and any subsequent amendments of record, together with all rights and obligations arising thereunder, including without limitation maintenance assessments, architectural review requirements, and use restrictions.
(c) Non-exclusive easement for vehicular and pedestrian ingress and egress over Fairfield Industrial Blvd, as shown on the recorded subdivision plat for Fairfield Industrial Park filed in Plat Book __, Page __, Fulton County, Georgia records.
(d) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-A, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.
Property 2 — Fairfield Logistics Center II
Target Entity: GMP Fairfield II LLC, a Delaware limited liability company (EIN: 84-2310578)
Property Address: 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 387,000 RSF
Year Built: 2020
Assumed Loan: Loan 1-B (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Declaration of Covenants, Conditions, and Restrictions for Fairfield Industrial Park, as described in Property 1, exception (b) above, which Declaration is applicable to both Property 1 and Property 2, together with all amendments and supplements of record.
(b) Easement for water and sewer lines in favor of Fulton County Water System, including the right to install, maintain, repair, replace, and operate water and sewer lines and related infrastructure, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.
(c) Cross-access easement between Property 1 (GMP Fairfield I LLC) and Property 2 (GMP Fairfield II LLC) for shared drive aisles, truck courts, and related vehicular circulation areas, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.
(d) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-B, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.
Property 3 — Westlake Distribution Hub
Target Entity: GMP Westlake LLC, a Delaware limited liability company (EIN: 84-2415693)
Property Address: 11500 Westlake Parkway, Houston, Texas 77082
Property Type: Logistics / Distribution Warehouse
Rentable square Footage: 624,000 RSF
Year Built: 2019
Assumed Loan: Loan 1-C (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Pipeline easement in favor of Gulf Coast Pipeline Company, granting the right to lay, construct, maintain, operate, repair, replace, and remove one or more pipelines and appurtenances thereto, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records. Said easement runs along the northern boundary of the Property and is shown on the Survey. The easement area does not encroach upon or pass through the footprint of any existing building, improvement, or structure on the Property.
(b) Restrictions set forth in that certain Declaration of Restrictive Covenants for Westlake Business Park, recorded in Volume __, Page __, Harris County, Texas real property records, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance obligations, and assessment requirements applicable to owners of property within Westlake Business Park.
(c) Drainage easement in favor of Harris County Flood Control District, granting the right to construct, maintain, repair, and replace drainage channels, detention facilities, and related stormwater management infrastructure, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records, as shown on the Survey.
(d) Environmental notice of record relating to a de minimis recognized environmental condition identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC dated January 15, 2024 (Project No. TEG-2024-0147). The de minimis recognized environmental condition consists of residual petroleum hydrocarbons in soil associated with a former underground storage tank that was removed and closed in accordance with applicable Texas Commission on Environmental Quality ("TCEQ") regulations. A restrictive covenant and institutional control has been recorded in Volume __, Page __, Harris County, Texas real property records, limiting the use of the affected area and requiring maintenance of an impervious surface cap. The condition is controlled and requires no further active remediation, Phase II Environmental Site Assessment, or ongoing monitoring beyond compliance with the terms of the recorded institutional control.
(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C, recorded in Volume __, Page __, Harris County, Texas real property records, together with all modifications, amendments, and assignments of record.
Property 4 — Katy Freeway Logistics Park
Target Entity: GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710)
Property Address: 22600 Katy Freeway, Katy, Texas 77449
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 538,000 RSF
Year Built: 2021
Assumed Loan: Loan 1-D (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Utility easement for electric transmission lines in favor of Fenmore Corporation Houston Electric, LLC (successor-in-interest to Houston Lighting & Power Company), granting the right to erect, construct, maintain, operate, repair, replace, and remove electric transmission lines, poles, towers, and related facilities, as granted by instrument recorded in Volume __, Page __, Harris County, Texas real property records, as shown on the Survey.
(b) Restrictions and maintenance obligations under the Katy Commerce Park Property Owners Association governing documents, including the Declaration of Covenants, Conditions, and Restrictions for Katy Commerce Park, recorded in Volume __, Page __, Harris County, Texas real property records, and the Bylaws of the Katy Commerce Park Property Owners Association, together with all amendments, supplements, and modifications of record, including without limitation assessment obligations, architectural review requirements, use restrictions, and landscaping and maintenance standards.
(c) Detention pond easement along the southwestern property boundary, granting the right to construct, maintain, and operate a stormwater detention pond and related facilities, as shown on the Survey and as required by Harris County Flood Control District regulations and the approved site plan for the Property.
(d) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-D, recorded in Volume __, Page __, Harris County, Texas real property records, together with all modifications, amendments, and assignments of record.
Property 5 — Alliance Commerce Center
Target Entity: GMP Alliance LLC, a Delaware limited liability company (EIN: 84-2415728)
Property Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 485,000 RSF
Year Built: 2020
Assumed Loan: Loan 1-E (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Alliance Development Agreement and associated Declaration of Covenants, Conditions, and Restrictions for the Alliance development area, recorded in Volume __, Page _, Tarrant County, Texas real property records (and, to the extent the Property straddles the Tarrant County / Denton County line, also recorded in Volume _, Page __, Denton County, Texas real property records), together with all amendments, supplements, and modifications of record, including without limitation development standards, design guidelines, signage restrictions, and maintenance and assessment obligations.
(b) Easement for railroad spur access along the eastern property boundary, granted in favor of Adriatic Enterprises (or its successors and assigns), including the right to construct, maintain, operate, repair, and replace a railroad spur track and related facilities, as granted by instrument recorded in Volume __, Page __, Tarrant County, Texas real property records, as shown on the Survey.
(c) Non-exclusive access easement over Alliance Gateway Blvd for vehicular and pedestrian ingress and egress, as dedicated on the recorded subdivision plat for Alliance Commerce Center filed in Plat Cabinet __, Slide __, Tarrant County, Texas real property records.
(d) Utility easements for water, sewer, gas, and electric service, as shown on the recorded subdivision plat and the Survey, including easements in favor of the City of Fort Worth, Kestrel Partners LLC, Pinnacle Partners LLC, and the Trinity River Authority of Texas, as applicable.
(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-E, recorded in Volume __, Page __, Tarrant County, Texas real property records, together with all modifications, amendments, and assignments of record.
Property 6 — Lakeland Crossings Industrial
Target Entity: GMP Lakeland LLC, a Delaware limited liability company (EIN: 84-2527834)
Property Address: 7100 Drane Field Road, Lakeland, Florida 33811
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 372,000 RSF
Year Built: 2019
Assumed Loan: Loan 1-F (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Stormwater management easement in favor of Southwest Florida Water Management District ("SWFWMD"), granting the right to inspect, maintain, and enforce stormwater management system requirements, including retention and detention ponds, swales, and related infrastructure, as granted by instrument recorded in Official Records Book __, Page __, Polk County, Florida, as shown on the Survey. The Property owner is obligated to maintain the stormwater management system in accordance with the Environmental Resource Permit issued by SWFWMD.
(b) Declaration of Covenants, Conditions, and Restrictions for Lakeland Crossings Industrial Park, recorded in Official Records Book __, Page __, Polk County, Florida, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance assessments, architectural review requirements, and common area maintenance obligations.
(c) Environmental restrictive covenant of record relating to a de minimis recognized environmental condition identified in the Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC dated January 22, 2024 (Project No. TEG-2024-0163). The de minimis recognized environmental condition consists of residual dry-cleaning solvents in groundwater at concentrations below applicable Florida Department of Environmental Protection cleanup target levels, associated with a former dry-cleaning operation on an adjacent parcel. An institutional control and deed restriction has been recorded in Official Records Book __, Page __, Polk County, Florida, restricting the installation of potable water wells on the Property and requiring maintenance of an impervious surface cap over the affected area. The condition is controlled and requires no further active remediation, Phase II Environmental Site Assessment, or ongoing monitoring beyond compliance with the terms of the recorded institutional control.
(d) Utility easement for water and sewer infrastructure in favor of the City of Lakeland, Florida, granting the right to install, maintain, repair, replace, and operate water and sewer lines and related appurtenances, as shown on the Survey and as dedicated on the recorded subdivision plat for Lakeland Crossings Industrial Park.
(e) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-F, recorded in Official Records Book __, Page __, Polk County, Florida, together with all modifications, amendments, and assignments of record.
Property 7 — Southport Logistics Park
Target Entity: GMP Southport LLC, a Delaware limited liability company (EIN: 84-2527849)
Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 410,000 RSF
Year Built: 2021
Assumed Loan: Loan 1-G (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Port authority development agreement between the Jacksonville Port Authority (JAXPORT) and GMP Southport LLC, together with associated operating covenants, use restrictions, and development standards, recorded in Official Records Book __, Page __, Duval County, Florida, as amended and supplemented from time to time, including without limitation requirements relating to cargo handling operations, security protocols, and maintenance of port-related infrastructure.
(b) Drainage and wetland conservation easement along the western property boundary, granted in favor of the St. Johns River Water Management District and/or the United States Army Corps of Engineers, as applicable, recorded in Official Records Book __, Page __, Duval County, Florida, as shown on the Survey. The easement area is designated as a wetland conservation area and is subject to deed restrictions prohibiting construction, grading, filling, or other disturbance within the easement boundaries.
(c) Shared access easement for vehicular and pedestrian ingress and egress over Southport Connector Road, as dedicated on the recorded subdivision plat for Southport Logistics Park or as granted by separate recorded instrument, benefiting and burdening the Property and adjacent parcels within the Southport development area.
(d) Utility easements for electric, water, sewer, and telecommunications infrastructure, as shown on the recorded subdivision plat for Southport Logistics Park filed in Plat Book __, Page __, Duval County, Florida, including easements in favor of JEA (Jacksonville Electric Authority), Ridgeway Group, and the City of Jacksonville.
(e) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-G, recorded in Official Records Book __, Page __, Duval County, Florida, together with all modifications, amendments, and assignments of record.
Property 8 — Murfreesboro Distribution Center
Target Entity: GMP Murfreesboro LLC, a Delaware limited liability company (EIN: 84-2527856)
Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127
Property Type: Logistics / Distribution Warehouse
Rentable square Footage: 502,000 RSF
Year Built: 2020
Assumed Loan: Loan 1-H (Pinnacle Federal Bank, N.A.)
Specific Permitted Exceptions:
(a) Declaration of Protective Covenants for Murfreesboro Business Park, recorded in Book __, Page __, Rutherford County, Tennessee Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, maintenance assessments, signage regulations, and architectural review requirements.
(b) Easement for public road access along Joe B. Jackson Parkway, as dedicated on the recorded subdivision plat for Murfreesboro Business Park or as established by separate recorded instrument, granting the right of vehicular and pedestrian ingress and egress to and from the Property.
(c) Stormwater detention easement along the southern property boundary, as shown on the Survey, granting the right to construct, maintain, and operate stormwater detention facilities in accordance with the approved grading and drainage plan for the Property and the requirements of the City of Murfreesboro and the Tennessee Department of Environment and Conservation.
(d) Utility easements for gas (Ashgrove & Co.), electric (Beaumont Enterprises), water, and sewer (Consolidated Utility District of Rutherford County), as shown on the recorded subdivision plat and the Survey, including the right to install, maintain, repair, replace, and operate utility lines and related facilities.
(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Pinnacle Federal Bank, N.A., securing Loan 1-H, recorded in Book __, Page __, Rutherford County, Tennessee Register of Deeds, together with all modifications, amendments, and assignments of record.
Property 9 — Buckhead Place Office Tower
Target Entity: GMP Buckhead LLC, a Delaware limited liability company (EIN: 84-2639901)
Property Address: 3380 Peachtree Road NE, Atlanta, Georgia 30326
Property Type: Office
Rentable square Footage: 285,000 RSF
Year Built: 2018
Assumed Loan: Loan 2-A (Veltrano Capital Lending Corp.)
Specific Permitted Exceptions:
(a) Reciprocal easement agreement between GMP Buckhead LLC and the owner of the adjacent property to the south, granting reciprocal rights of access, use, and maintenance with respect to a shared parking garage and related vehicular circulation areas, recorded in Deed Book __, Page __, Fulton County, Georgia records, as amended and supplemented from time to time, together with all associated operating cost sharing obligations, maintenance standards, and use restrictions.
(b) Easement for underground utility lines (including electric, telecommunications, water, and sewer) in favor of the City of Atlanta and applicable utility providers, including Drayton Holdings, Kestrel Corporation, and the Atlanta Department of Watershed Management, as granted by instrument recorded in Deed Book __, Page __, Fulton County, Georgia records, as shown on the Survey.
(c) Declaration of Covenants for the Buckhead commercial development recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all amendments, supplements, and modifications of record, including without limitation architectural review requirements, signage restrictions, landscaping standards, and common area maintenance and assessment obligations applicable to properties within the Buckhead commercial development area.
(d) Minor encroachment of building awning extending approximately eighteen (18) inches over the adjacent property easement area along the southern boundary of the Property, as shown on the Survey. Commonwealth National Title Insurance Company has agreed to insure over this encroachment and to issue an ALTA Endorsement 28.1-06 (Encroachments — Boundaries and Easements) affirmatively insuring against loss arising from the existence of said encroachment, subject to the terms and conditions of such endorsement.
(e) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-A, recorded in Deed Book __, Page __, Fulton County, Georgia records, together with all modifications, amendments, and assignments of record.
Property 10 — SouthPark Corporate Center
Target Entity: GMP SouthPark LLC, a Delaware limited liability company (EIN: 84-2639918)
Property Address: 6200 Fairview Road, Charlotte, North Carolina 28210
Property Type: Office
Rentable square Footage: 218,000 RSF
Year Built: 2017
Assumed Loan: Loan 2-B (Veltrano Capital Lending Corp.)
Specific Permitted Exceptions:
(a) Declaration of Covenants, Conditions, and Restrictions for SouthPark Corporate Campus, recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, architectural and design guidelines, landscaping and maintenance standards, signage regulations, and assessment obligations.
(b) Easement for storm drainage facilities in favor of Charlotte-Mecklenburg Storm Water Services, granting the right to construct, maintain, repair, replace, and operate stormwater drainage infrastructure, including pipes, channels, inlets, and detention areas, as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, as shown on the Survey.
(c) Non-exclusive cross-access easement benefiting and burdening the Property and adjoining parcels along Fairview Road, granting reciprocal rights of vehicular and pedestrian ingress and egress over a shared access drive connecting to Fairview Road, as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, as shown on the Survey.
(d) Utility easements for Aldermere Partners LLC electric transmission lines along the rear (northern) property boundary, including the right to erect, construct, maintain, operate, repair, replace, and remove electric transmission lines, poles, towers, and related facilities, as shown on the Survey and as granted by instrument recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds.
(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-B, recorded in Book __, Page __, Mecklenburg County, North Carolina Register of Deeds, together with all modifications, amendments, and assignments of record.
Property 11 — Cool Springs Office Park
Target Entity: GMP Cool Springs LLC, a Delaware limited liability company (EIN: 84-2639925)
Property Address: 5000 Virginia Way, Brentwood, Tennessee 37027
Property Type: Office
Rentable square Footage: 196,000 RSF
Year Built: 2016
Assumed Loan: Loan 2-C (Veltrano Capital Lending Corp.)
Specific Permitted Exceptions:
(a) Master Declaration of Covenants, Conditions, and Restrictions for Cool Springs Mixed-Use Development, recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation maintenance and assessment obligations, architectural and design review requirements, use restrictions, signage regulations, common area maintenance obligations, and governance provisions of the Cool Springs Mixed-Use Development property owners' association.
(b) Shared parking agreement between GMP Cool Springs LLC and the owner of the adjacent hotel property, granting reciprocal rights to use designated parking areas during specified hours and subject to specified capacity limitations, as granted by instrument recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds. The shared parking agreement runs with the land and is binding upon the successors and assigns of both parties.
(c) Utility easements for gas (Ashgrove & Co.), electric (Beaumont Enterprises), water and sewer (Water Authority of Dickson County or the applicable municipal provider), and fiber optic telecommunications, as shown on the recorded subdivision plat for Cool Springs Mixed-Use Development and on the Survey, including the right to install, maintain, repair, replace, and operate utility lines, conduits, and related facilities.
(d) Landscape buffer easement along the Virginia Way frontage of the Property, as required by the City of Brentwood municipal code and the Cool Springs Mixed-Use Development design guidelines, restricting development, construction, and parking within the designated landscape buffer area, as shown on the Survey and as depicted on the approved site plan for the Property.
(e) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-C, recorded in Book __, Page __, Williamson County, Tennessee Register of Deeds, together with all modifications, amendments, and assignments of record.
Property 12 — Brickell Bay Office Building
Target Entity: GMP Brickell LLC, a Delaware limited liability company (EIN: 84-2639932)
Property Address: 1450 Brickell Avenue, Miami, Florida 33131
Property Type: Office
Rentable square Footage: 152,000 RSF
Year Built: 2019
Assumed Loan: Loan 2-D (Veltrano Capital Lending Corp.)
Specific Permitted Exceptions:
(a) Declaration of Covenants, Conditions, and Restrictions for Brickell Bay mixed-use development, recorded in Official Records Book __, Page __, Miami-Dade County, Florida, together with all amendments, supplements, and modifications of record, including without limitation design review and approval requirements, signage restrictions, common area maintenance obligations, assessment obligations, and use restrictions applicable to properties within the Brickell Bay mixed-use development area.
(b) Easement for public sidewalk and streetscape improvements along Brickell Avenue, granted in favor of the City of Miami, including the right to construct, maintain, repair, replace, and improve sidewalks, streetscape elements, landscaping, pedestrian amenities, and related public infrastructure within the designated easement area, as granted by instrument recorded in Official Records Book __, Page __, Miami-Dade County, Florida, as shown on the Survey.
(c) Easement for underground utility infrastructure, including facilities of Vireo Group, Ridgeway Group, and the City of Miami Department of Water and Sewer, granting the right to install, maintain, repair, replace, and operate underground electric lines, telecommunications conduits, water mains, sewer lines, and related infrastructure, as granted by instrument recorded in Official Records Book __, Page __, Miami-Dade County, Florida, as shown on the Survey.
(d) Air-rights restriction recorded in Official Records Book __, Page __, Miami-Dade County, Florida. For the avoidance of doubt, the Property is not condominiumized and is not subject to any condominium declaration or condominium plat. This exception relates solely to an air-rights restriction of record that limits the vertical development rights above a specified elevation datum, as established in connection with the original development approvals for the Brickell Bay mixed-use development area. The air-rights restriction does not affect the existing improvements on the Property or the current use and operation thereof.
(e) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Veltrano Capital Lending Corp., securing Loan 2-D, recorded in Official Records Book __, Page __, Miami-Dade County, Florida, together with all modifications, amendments, and assignments of record.
Property 13 — Peachtree Corners Logistics Center
Target Entity: GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063)
Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 345,000 RSF
Year Built: 2020
Assumed Loan: Loan 3-A (Sycamore Life Insurance Company)
Specific Permitted Exceptions:
(a) Declaration of Covenants, Conditions, and Restrictions for Peachtree Industrial Park, recorded in Deed Book __, Page __, Gwinnett County, Georgia records, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, architectural and design guidelines, maintenance assessments, signage regulations, and common area maintenance obligations.
(b) Easement for public roadway access along Peachtree Industrial Blvd, as dedicated on the recorded subdivision plat for Peachtree Industrial Park or as established by separate recorded instrument, granting the right of vehicular and pedestrian ingress and egress to and from the Property.
(c) Stormwater management and detention easement, granting the right to construct, maintain, and operate stormwater detention facilities, retention ponds, and related stormwater management infrastructure, as granted by instrument recorded in Deed Book __, Page __, Gwinnett County, Georgia records, as shown on the Survey.
(d) Utility easements in favor of Drayton Holdings (electric) and the Gwinnett County Department of Water Resources (water and sewer), as shown on the recorded subdivision plat for Peachtree Industrial Park and on the Survey, including the right to install, maintain, repair, replace, and operate utility lines, conduits, and related facilities.
(e) Security Deed, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Sycamore Life Insurance Company, securing Loan 3-A, recorded in Deed Book __, Page __, Gwinnett County, Georgia records, together with all modifications, amendments, and assignments of record.
Property 14 — Mount Juliet Commerce Park
Target Entity: GMP Mount Juliet LLC, a Delaware limited liability company (EIN: 84-2741070)
Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122
Property Type: Logistics / Industrial Warehouse
Rentable square Footage: 298,000 RSF
Year Built: 2021
Assumed Loan: Loan 3-B (Sycamore Life Insurance Company)
Specific Permitted Exceptions:
(a) Declaration of Restrictive Covenants for Mount Juliet Commerce Park, recorded in Book __, Page __, Wilson County, Tennessee Register of Deeds, together with all amendments, supplements, and modifications of record, including without limitation use restrictions, architectural and design guidelines, maintenance assessments, signage regulations, and common area maintenance obligations.
(b) Easement for public road access along South Mount Juliet Road, as dedicated on the recorded subdivision plat for Mount Juliet Commerce Park or as established by separate recorded instrument, granting the right of vehicular and pedestrian ingress and egress to and from the Property.
(c) Easement for Ashford Holdings ("NES") electric transmission lines along the western property boundary, granting the right to erect, construct, maintain, operate, repair, replace, and remove electric transmission lines, poles, towers, and related facilities, as shown on the Survey and as granted by instrument recorded in Book __, Page __, Wilson County, Tennessee Register of Deeds.
(d) Stormwater and drainage easement in favor of the City of Mount Juliet, Tennessee, granting the right to construct, maintain, repair, replace, and operate stormwater drainage infrastructure, including pipes, channels, swales, detention areas, and related facilities, as granted by instrument recorded in Book __, Page __, Wilson County, Tennessee Register of Deeds, as shown on the Survey.
(e) Utility easements for gas (Ashgrove & Co.), water and sewer (City of Mount Juliet), and telecommunications, as shown on the recorded subdivision plat for Mount Juliet Commerce Park and on the Survey, including the right to install, maintain, repair, replace, and operate utility lines, conduits, and related facilities.
(f) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing in favor of Sycamore Life Insurance Company, securing Loan 3-B, recorded in Book __, Page __, Wilson County, Tennessee Register of Deeds, together with all modifications, amendments, and assignments of record.
PART III
EXCLUSIONS / MANDATORY CURE ITEMS
The following matters are NOT Permitted Exceptions and must be removed, discharged, released, or cured by Seller at or prior to Closing as Mandatory Cure Items pursuant to Section 5.3 of the Agreement. Seller's obligation to cure the following matters is absolute and unconditional, and Buyer shall not be required to close the transactions contemplated by the Agreement unless each of the following matters has been cured, removed, or discharged to Buyer's reasonable satisfaction (and to the reasonable satisfaction of Commonwealth National Title Insurance Company, as applicable):
1. Monetary Liens. All monetary liens of any kind or nature whatsoever encumbering any Property or any Target Entity's interest therein, including without limitation judgment liens, tax liens (other than current-year real property taxes and assessments subject to proration in accordance with Exhibit U), mechanic's liens, materialmen's liens, contractor's liens, supplier's liens, and any other statutory or consensual liens securing the payment of money, together with all accrued interest, penalties, and costs associated therewith.
2. Delinquent Taxes and Assessments. All delinquent real property taxes and assessments affecting any Property, together with all accrued interest, penalties, and costs associated therewith, whether assessed by any county, municipality, school district, special taxing district, or other governmental authority.
3. Judgments Against Target Entities. All judgments, decrees, orders, and awards of any court, tribunal, or arbitration panel against any Target Entity that constitute or may constitute a lien or encumbrance on any Property or any Target Entity's interest therein, whether or not such judgments have been docketed, filed, or recorded in the applicable county or parish recording offices.
4. Unauthorized Mortgages and Security Interests. Any mortgages, deeds of trust, security deeds, or other security interests encumbering any Property or any Target Entity's interest therein, other than the Assumed Loan liens described in Part I, paragraph 8, and Part II above. For the avoidance of doubt, this exclusion includes any additional mortgage, deed of trust, security deed, mezzanine loan security interest, or pledge of equity interest that may have been granted by Seller or any Target Entity after the effective date of the applicable title commitment without Buyer's prior written consent.
5. Post-Commitment Matters. Any matters first arising by, through, or under Seller or any Target Entity after the effective date of the applicable title commitment issued by Commonwealth National Title Insurance Company, including without limitation any new easements, covenants, restrictions, liens, encumbrances, or other title exceptions created, granted, or suffered by Seller or any Target Entity without Buyer's prior written consent, and any claims, interests, or encumbrances arising from or relating to actions taken by Seller or any Target Entity between the effective date of the applicable title commitment and the Closing Date.
6. UCC Financing Statement Liens. All UCC financing statement liens filed against any Target Entity in connection with Seller's equity interest in the Target Entities, including without limitation UCC-1 financing statements filed with the Delaware Secretary of State or with the Secretary of State of any other jurisdiction, which financing statements evidence security interests in the membership interests or other equity interests in the Target Entities. Such UCC financing statement liens shall be released by UCC-3 termination filings to be filed with the Delaware Secretary of State (and with the Secretary of State of any other applicable jurisdiction) at or promptly following Closing, and evidence of such termination filings shall be delivered to Buyer and Commonwealth National Title Insurance Company at or promptly following Closing.
Seller shall deliver to Buyer and Commonwealth National Title Insurance Company, at or prior to Closing, such payoff letters, lien releases, satisfactions of judgment, UCC-3 termination statements, and other instruments as may be necessary to evidence the removal, discharge, and cure of all Mandatory Cure Items set forth in this Part III. In the event that any Mandatory Cure Item cannot be removed or cured by delivery of a release or discharge instrument at Closing, Seller shall cause Commonwealth National Title Insurance Company to affirmatively insure over such matter in form and substance satisfactory to Buyer, or Seller shall deposit sufficient funds in escrow to ensure the removal or cure of such matter within a reasonable period following Closing, all as more particularly set forth in Section 5.3 of the Agreement.
ACKNOWLEDGMENT AND AGREEMENT
This Exhibit P has been agreed to by Seller and Buyer as of the date of the Agreement. By executing this Exhibit P, Seller and Buyer each acknowledge and agree that (a) the exceptions set forth in Parts I and II above constitute the complete list of Permitted Exceptions under the Agreement, (b) the matters set forth in Part III above are Mandatory Cure Items that must be removed or cured by Seller at or prior to Closing, and (c) any title exception not expressly identified as a Permitted Exception in Parts I or II above (and not otherwise cured or removed as a Mandatory Cure Item) shall be subject to the objection and cure procedures set forth in Article V of the Agreement.
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: ________

EXHIBIT P

TO PURCHASE AND SALE AGREEMENT

PERMITTED EXCEPTIONS

GENERAL PERMITTED EXCEPTIONS APPLICABLE TO ALL PROPERTIES

PART II

PROPERTY-SPECIFIC PERMITTED EXCEPTIONS

Record

Parties

Dates

Amounts