1036-00004 · Client 1036 · Transaction Documents/Exhibits

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EXHIBIT Q

PURCHASE AND SALE AGREEMENT

Dated as of February 28, 2024

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")

ASSUMED LOAN DOCUMENTS

This Exhibit Q sets forth a complete list of all Loan Documents (as defined in the 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")) encumbering the Properties and held by or on behalf of the Target Entities, which Buyer shall assume at Closing pursuant to Section 3.4 of the Agreement. The aggregate outstanding principal balance of all Assumed Loans as of the date of the Agreement (February 28, 2024) is Six Hundred Twelve Million and No/100 Dollars ($612,000,000). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. The Loan Documents are organized by Lender Facility below and are numbered sequentially within each Part for ease of reference. For the avoidance of doubt, all amendments, modifications, supplements, restatements, side letters, waivers, and other written instruments entered into in connection with or pursuant to the documents listed below are included within the definition of "Loan Documents" for purposes of the Agreement, whether or not separately enumerated herein.

PART I

PINNACLE FEDERAL BANK, N.A. LOAN FACILITY

A. Summary Information

• Lender: Pinnacle Federal Bank, N.A., a national banking association organized and existing under the laws of the United States of America

• Lender Address: 600 Travis Street, Suite 4400, Houston, Texas 77002

• Lender Contact: Bradley Carston, Senior Vice President, Commercial Real Estate Lending

• Lender's Counsel: Whitfield & Archer LLP, 717 Texas Avenue, Suite 2500, Houston, Texas 77002 (Sandra Whitfield, Partner)

• Borrowers / Target Entities: GMP Fairfield I LLC, a Delaware limited liability company; GMP Fairfield II LLC, a Delaware limited liability company; GMP Westlake LLC, a Delaware limited liability company; GMP Katy LLC, a Delaware limited liability company; GMP Alliance LLC, a Delaware limited liability company; GMP Lakeland LLC, a Delaware limited liability company; GMP Southport LLC, a Delaware limited liability company; and GMP Murfreesboro LLC, a Delaware limited liability company (collectively, the "Pinnacle Borrowers")

• Properties Secured: Eight (8) logistics and industrial distribution properties, designated herein as Loans 1-A through 1-H, located in the States of Georgia, Texas, Florida, and Tennessee

• Aggregate Outstanding Principal Balance (as of 2/28/2024): $421,600,000

• Original Principal Amount: $440,000,000

• Interest Rate: Fixed rate of 4.22% per annum

• Maturity Date: July 1, 2028

• Amortization: 30-year amortization schedule with monthly payments of principal and interest

• Consent Fee: 0.25% of outstanding principal balance = $1,054,000

B. Master Loan Documents

1. Master Loan Agreement dated as of September 15, 2020, by and among GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Murfreesboro LLC (collectively, the "Pinnacle Borrowers"), as borrowers, and Pinnacle Federal Bank, N.A. (the "Pinnacle Lender"), as lender, as amended by:

(a) First Amendment to Master Loan Agreement, dated as of March 12, 2021, by and among the Pinnacle Borrowers and the Pinnacle Lender (modifying certain financial reporting covenants and adjusting the required debt service coverage ratio threshold); and

(b) Second Amendment to Master Loan Agreement, dated as of June 30, 2022, by and among the Pinnacle Borrowers and the Pinnacle Lender (modifying certain provisions relating to permitted transfers, reserve account requirements, and the addition of GMP Murfreesboro LLC as a Pinnacle Borrower in connection with the acquisition of the Murfreesboro Distribution Center property).

2. Master Promissory Note dated as of September 15, 2020, made by the Pinnacle Borrowers in favor of the Pinnacle Lender, in the original principal amount of Four Hundred Forty Million and No/100 Dollars ($440,000,000) (current outstanding principal balance as of February 28, 2024: $421,600,000), as the same may have been endorsed, modified, or supplemented from time to time.

3. Carve-Out Guaranty dated as of September 15, 2020, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Pinnacle Lender (the "Pinnacle Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Pinnacle Borrowers under the Master Loan Agreement and the other Pinnacle Loan Documents. The Pinnacle Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Pinnacle Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Pinnacle Guaranty effective as of the Closing Date.

4. Environmental Indemnity Agreement dated as of September 15, 2020, made by the Pinnacle Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Pinnacle Lender, indemnifying the Pinnacle Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the eight (8) properties securing the Pinnacle Facility.

5. Cash Management Agreement dated as of September 15, 2020, among the Pinnacle Borrowers, the Pinnacle Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the lockbox accounts, cash management accounts, and sweep procedures for the collection and application of rents, revenues, and other income generated by the Pinnacle-secured properties.

C. Individual Loan Supplements and Property-Level Security Documents

Loan 1-A — GMP Fairfield I LLC (Fairfield Logistics Center I).

6. Loan Supplement No. 1 dated as of September 15, 2020, between GMP Fairfield I LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Fairfield Logistics Center I and located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Loan 1-A Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-A Property.

7. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Fairfield I LLC in favor of the Pinnacle Lender, encumbering the Loan 1-A Property and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0142.

8. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Fairfield I LLC in favor of the Pinnacle Lender, assigning all of GMP Fairfield I LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0198.

9. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871526, naming GMP Fairfield I LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-A Property.

Loan 1-B — GMP Fairfield II LLC (Fairfield Logistics Center II).

10. Loan Supplement No. 2 dated as of September 15, 2020, between GMP Fairfield II LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Fairfield Logistics Center II and located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Loan 1-B Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-B Property.

11. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Fairfield II LLC in favor of the Pinnacle Lender, encumbering the Loan 1-B Property and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0256.

12. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Fairfield II LLC in favor of the Pinnacle Lender, assigning all of GMP Fairfield II LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0312.

13. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871534, naming GMP Fairfield II LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-B Property.

Loan 1-C — GMP Westlake LLC (Westlake Distribution Hub).

14. Loan Supplement No. 3 dated as of September 15, 2020, between GMP Westlake LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Westlake Distribution Hub and located at 11500 Westlake Parkway, Houston, Texas 77082 (the "Loan 1-C Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-C Property.

15. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Westlake LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-C Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448761.

16. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Westlake LLC in favor of the Pinnacle Lender, assigning all of GMP Westlake LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-C Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448769.

17. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871542, naming GMP Westlake LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-C Property.

Loan 1-D — GMP Katy LLC (Katy Freeway Logistics Park).

18. Loan Supplement No. 4 dated as of September 15, 2020, between GMP Katy LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Katy Freeway Logistics Park and located at 22600 Katy Freeway, Katy, Texas 77449 (the "Loan 1-D Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-D Property.

19. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Katy LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-D Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448785.

20. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Katy LLC in favor of the Pinnacle Lender, assigning all of GMP Katy LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-D Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448793.

21. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871550, naming GMP Katy LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-D Property.

Loan 1-E — GMP Alliance LLC (Alliance Commerce Center).

22. Loan Supplement No. 5 dated as of September 15, 2020, between GMP Alliance LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Alliance Commerce Center and located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 (the "Loan 1-E Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-E Property.

23. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Alliance LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-E Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Denton County, Texas, under Clerk's File No. D-2020-0094217 (the Loan 1-E Property being situated in both Tarrant County and Denton County, Texas; a memorandum of the Deed of Trust was also recorded in the Official Public Records of Tarrant County, Texas, under Clerk's File No. D220-00187654).

24. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Alliance LLC in favor of the Pinnacle Lender, assigning all of GMP Alliance LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-E Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Denton County, Texas, under Clerk's File No. D-2020-0094225 (and in Tarrant County, Texas, under Clerk's File No. D220-00187662).

25. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871569, naming GMP Alliance LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-E Property.

Loan 1-F — GMP Lakeland LLC (Lakeland Crossings Industrial).

26. Loan Supplement No. 6 dated as of September 15, 2020, between GMP Lakeland LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Lakeland Crossings Industrial and located at 7100 Drane Field Road, Lakeland, Florida 33811 (the "Loan 1-F Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-F Property.

27. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Lakeland LLC in favor of the Pinnacle Lender, encumbering the Loan 1-F Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Polk County, Florida, at O.R. Book 10842, Page 1476.

28. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Lakeland LLC in favor of the Pinnacle Lender, assigning all of GMP Lakeland LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-F Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Polk County, Florida, at O.R. Book 10842, Page 1534.

29. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871577, naming GMP Lakeland LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-F Property.

Loan 1-G — GMP Southport LLC (Southport Logistics Park).

30. Loan Supplement No. 7 dated as of September 15, 2020, between GMP Southport LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Southport Logistics Park and located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Loan 1-G Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-G Property.

31. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Southport LLC in favor of the Pinnacle Lender, encumbering the Loan 1-G Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Duval County, Florida, at O.R. Book 19467, Page 0892.

32. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Southport LLC in favor of the Pinnacle Lender, assigning all of GMP Southport LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-G Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Duval County, Florida, at O.R. Book 19467, Page 0950.

33. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871585, naming GMP Southport LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-G Property.

Loan 1-H — GMP Murfreesboro LLC (Murfreesboro Distribution Center).

34. Loan Supplement No. 8 dated as of September 15, 2020 (as supplemented by that certain Joinder and Supplement Agreement dated as of June 30, 2022, in connection with the Second Amendment to Master Loan Agreement), between GMP Murfreesboro LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Murfreesboro Distribution Center and located at 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 (the "Loan 1-H Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-H Property.

35. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Murfreesboro LLC, as grantor, to Robert T. Halloran, as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-H Property and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Rutherford County, Tennessee, at Book 1587, Page 0214.

36. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Murfreesboro LLC in favor of the Pinnacle Lender, assigning all of GMP Murfreesboro LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-H Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Rutherford County, Tennessee, at Book 1587, Page 0278.

37. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871593, naming GMP Murfreesboro LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-H Property.

D. Pinnacle Facility — Additional Documents

38. Deposit Account Control Agreement dated as of September 15, 2020, among the Pinnacle Borrowers, the Pinnacle Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Pinnacle Lender's control over certain deposit accounts maintained by the Pinnacle Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, the Tenant Improvement and Leasing Commission Reserve Account, and the Debt Service Reserve Account, each as defined in the Cash Management Agreement referenced in Item 5 of Part I.B above.

39. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Pinnacle Lender for each of the eight (8) Pinnacle-secured properties, insuring the lien of the applicable Deed to Secure Debt, Deed of Trust, or Mortgage, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2020-FL-087241 through CNTC-2020-FL-087248, inclusive), together with all endorsements issued in connection therewith.

40. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the eight (8) Pinnacle-secured properties in favor of the Pinnacle Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Pinnacle Facility is maintained on file with the Pinnacle Lender and has been delivered to Buyer as part of the Due Diligence Materials.

PART II

VELTRANO CAPITAL LENDING CORP. LOAN FACILITY

A. Summary Information

• Lender: Veltrano Capital Lending Corp., a Delaware corporation

• Lender Address: 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131

• Lender Contact: Denise Alvarado, Managing Director, Real Estate Finance Group

• Lender's Counsel: Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131 (Leo Cranford, Partner)

• Borrowers / Target Entities: GMP Buckhead LLC, a Delaware limited liability company; GMP SouthPark LLC, a Delaware limited liability company; GMP Cool Springs LLC, a Delaware limited liability company; and GMP Brickell LLC, a Delaware limited liability company (collectively, the "Veltrano Borrowers")

• Properties Secured: Four (4) office properties, designated herein as Loans 2-A through 2-D, located in the States of Georgia, North Carolina, Tennessee, and Florida

• Aggregate Outstanding Principal Balance (as of 2/28/2024): $142,300,000

• Original Principal Amount: $150,000,000

• Interest Rate: Fixed rate of 4.68% per annum

• Maturity Date: March 1, 2029

• Amortization: 30-year amortization schedule with monthly payments of principal and interest

• Consent Fee: 0.50% of outstanding principal balance = $711,500

B. Master Loan Documents

1. Loan Agreement dated as of February 1, 2021, by and among GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (collectively, the "Veltrano Borrowers"), as borrowers, and Veltrano Capital Lending Corp. (the "Veltrano Lender"), as lender, as amended by:

(a) First Amendment to Loan Agreement, dated as of October 15, 2022, by and among the Veltrano Borrowers and the Veltrano Lender (modifying certain financial reporting deadlines, updating the required insurance coverage amounts, and adjusting the minimum occupancy covenant threshold for the Cool Springs Office Park property from 80% to 75% through December 31, 2023).

2. Promissory Note dated as of February 1, 2021, made by the Veltrano Borrowers in favor of the Veltrano Lender, in the original principal amount of One Hundred Fifty Million and No/100 Dollars ($150,000,000) (current outstanding principal balance as of February 28, 2024: $142,300,000), as the same may have been endorsed, modified, or supplemented from time to time.

3. Carve-Out Guaranty dated as of February 1, 2021, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Veltrano Lender (the "Veltrano Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Veltrano Borrowers under the Loan Agreement and the other Veltrano Loan Documents. The Veltrano Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Veltrano Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Veltrano Guaranty effective as of the Closing Date.

4. Environmental Indemnity Agreement dated as of February 1, 2021, made by the Veltrano Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Veltrano Lender, indemnifying the Veltrano Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the four (4) properties securing the Veltrano Facility.

5. Cash Management Agreement dated as of February 1, 2021, among the Veltrano Borrowers, the Veltrano Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the lockbox accounts, cash management accounts, and sweep procedures for the collection and application of rents, revenues, and other income generated by the Veltrano-secured properties.

C. Individual Property-Level Security Documents

Loan 2-A — GMP Buckhead LLC (Buckhead Place Office Tower).

6. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Buckhead LLC in favor of the Veltrano Lender, encumbering the property commonly known as Buckhead Place Office Tower and located at 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Loan 2-A Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 65104, Page 0417.

7. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Buckhead LLC in favor of the Veltrano Lender, assigning all of GMP Buckhead LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 65104, Page 0489.

8. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632184, naming GMP Buckhead LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-A Property.

Loan 2-B — GMP SouthPark LLC (SouthPark Corporate Center).

9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP SouthPark LLC, as grantor, to Richard M. Beaumont, as trustee, for the benefit of the Veltrano Lender, as beneficiary, encumbering the property commonly known as SouthPark Corporate Center and located at 6100 Fairview Road, Charlotte, North Carolina 28210 (the "Loan 2-B Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Register of Deeds of Mecklenburg County, North Carolina, at Book 35682, Page 0215.

10. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP SouthPark LLC in favor of the Veltrano Lender, assigning all of GMP SouthPark LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Register of Deeds of Mecklenburg County, North Carolina, at Book 35682, Page 0291.

11. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632192, naming GMP SouthPark LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-B Property.

Loan 2-C — GMP Cool Springs LLC (Cool Springs Office Park).

12. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Cool Springs LLC, as grantor, to James D. Whitmore, as trustee, for the benefit of the Veltrano Lender, as beneficiary, encumbering the property commonly known as Cool Springs Office Park and located at 5000 Meridian Boulevard, Franklin, Tennessee 37067 (the "Loan 2-C Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Williamson County, Tennessee, at Book 8941, Page 0673.

13. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Cool Springs LLC in favor of the Veltrano Lender, assigning all of GMP Cool Springs LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-C Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Williamson County, Tennessee, at Book 8941, Page 0741.

14. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632207, naming GMP Cool Springs LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-C Property.

Loan 2-D — GMP Brickell LLC (Brickell Bay Office Building).

15. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Brickell LLC in favor of the Veltrano Lender, encumbering the property commonly known as Brickell Bay Office Building and located at 1221 Brickell Avenue, Miami, Florida 33131 (the "Loan 2-D Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Miami-Dade County, Florida, at O.R. Book 32894, Page 0156.

16. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Brickell LLC in favor of the Veltrano Lender, assigning all of GMP Brickell LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-D Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Miami-Dade County, Florida, at O.R. Book 32894, Page 0234.

17. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632215, naming GMP Brickell LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-D Property.

D. Veltrano Facility — Additional Documents

18. Deposit Account Control Agreement dated as of February 1, 2021, among the Veltrano Borrowers, the Veltrano Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Veltrano Lender's control over certain deposit accounts maintained by the Veltrano Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, the Tenant Improvement and Leasing Commission Reserve Account, and the Debt Service Reserve Account, each as defined in the Cash Management Agreement referenced in Item 5 of Part II.B above.

19. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Veltrano Lender for each of the four (4) Veltrano-secured properties, insuring the lien of the applicable Deed to Secure Debt, Deed of Trust, or Mortgage, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2021-RE-014587 through CNTC-2021-RE-014590, inclusive), together with all endorsements issued in connection therewith.

20. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the four (4) Veltrano-secured properties in favor of the Veltrano Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Veltrano Facility is maintained on file with the Veltrano Lender and has been delivered to Buyer as part of the Due Diligence Materials.

PART III

SYCAMORE LIFE INSURANCE COMPANY LOAN FACILITY

A. Summary Information

• Lender: Sycamore Life Insurance Company, a Connecticut stock life insurance company

• Lender Address: 100 Constitution Plaza, Hartford, Connecticut 06103

• Lender Contact: Graham Hilliard, Vice President, Mortgage Investments

• Lender's Counsel: Partridge Wynn & Slater LLP, 100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103 (Claire Wynn, Partner)

• Borrowers / Target Entities: GMP Peachtree LLC, a Delaware limited liability company; and GMP Mount Juliet LLC, a Delaware limited liability company (collectively, the "Sycamore Borrowers")

• Properties Secured: Two (2) logistics and industrial distribution properties, designated herein as Loans 3-A and 3-B, located in the States of Georgia and Tennessee

• Aggregate Outstanding Principal Balance (as of 2/28/2024): $48,100,000

• Original Principal Amount: $50,000,000 (consisting of Promissory Note A in the original principal amount of $28,000,000 and Promissory Note B in the original principal amount of $22,000,000)

• Interest Rate: Fixed rate of 3.95% per annum

• Maturity Date: December 1, 2030

• Amortization: 30-year amortization schedule with monthly payments of principal and interest

• Consent Fee: 0.125% of outstanding principal balance = $60,125

B. Master Loan Documents

1. Note Purchase Agreement dated as of November 22, 2019, by and among GMP Peachtree LLC and GMP Mount Juliet LLC (collectively, the "Sycamore Borrowers"), as borrowers, and Sycamore Life Insurance Company (the "Sycamore Lender"), as lender, as amended by:

(a) First Amendment to Note Purchase Agreement, dated as of August 9, 2021, by and among the Sycamore Borrowers and the Sycamore Lender (modifying certain financial reporting delivery dates and updating the insurance requirements to conform to the Sycamore Lender's then-current underwriting guidelines).

2. Promissory Note A dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, in the original principal amount of Twenty-Eight Million and No/100 Dollars ($28,000,000), as the same may have been endorsed, modified, or supplemented from time to time. The outstanding principal balance of Promissory Note A as of February 28, 2024 is approximately $26,800,000.

3. Promissory Note B dated as of November 22, 2019, made by GMP Mount Juliet LLC in favor of the Sycamore Lender, in the original principal amount of Twenty-Two Million and No/100 Dollars ($22,000,000), as the same may have been endorsed, modified, or supplemented from time to time. The outstanding principal balance of Promissory Note B as of February 28, 2024 is approximately $21,300,000.

4. Carve-Out Guaranty dated as of November 22, 2019, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Sycamore Lender (the "Sycamore Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Sycamore Borrowers under the Note Purchase Agreement and the other Sycamore Loan Documents. The Sycamore Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Sycamore Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Sycamore Guaranty effective as of the Closing Date.

5. Environmental Indemnity Agreement dated as of November 22, 2019, made by the Sycamore Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Sycamore Lender, indemnifying the Sycamore Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the two (2) properties securing the Sycamore Facility.

C. Individual Property-Level Security Documents

Loan 3-A — GMP Peachtree LLC (Peachtree Corners Logistics Center).

6. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, encumbering the property commonly known as Peachtree Corners Logistics Center and located at 4800 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092 (the "Loan 3-A Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Gwinnett County, Georgia, at Deed Book 57981, Page 0328.

7. Assignment of Leases and Rents dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, assigning all of GMP Peachtree LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 3-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Gwinnett County, Georgia, at Deed Book 57981, Page 0402.

8. UCC-1 Financing Statement filed with the Delaware Secretary of State on November 25, 2019, File No. 2019-8214637, naming GMP Peachtree LLC as debtor and the Sycamore Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 3-A Property.

Loan 3-B — GMP Mount Juliet LLC (Mount Juliet Commerce Park).

9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of November 22, 2019, made by GMP Mount Juliet LLC, as grantor, to Katherine P. Donnelly, as trustee, for the benefit of the Sycamore Lender, as beneficiary, encumbering the property commonly known as Mount Juliet Commerce Park and located at 1200 Central Pike, Mount Juliet, Tennessee 37122 (the "Loan 3-B Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Wilson County, Tennessee, at Book 2147, Page 0564.

10. Assignment of Leases and Rents dated as of November 22, 2019, made by GMP Mount Juliet LLC in favor of the Sycamore Lender, assigning all of GMP Mount Juliet LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 3-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Wilson County, Tennessee, at Book 2147, Page 0638.

11. UCC-1 Financing Statement filed with the Delaware Secretary of State on November 25, 2019, File No. 2019-8214645, naming GMP Mount Juliet LLC as debtor and the Sycamore Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 3-B Property.

D. Sycamore Facility — Additional Documents

12. Deposit Account Control Agreement dated as of November 22, 2019, among the Sycamore Borrowers, the Sycamore Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Sycamore Lender's control over certain deposit accounts maintained by the Sycamore Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, and the Debt Service Reserve Account, each as defined in or established pursuant to the Note Purchase Agreement referenced in Item 1 of Part III.B above.

13. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Sycamore Lender for each of the two (2) Sycamore-secured properties, insuring the lien of the applicable Deed to Secure Debt or Deed of Trust, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2019-RE-098214 and CNTC-2019-RE-098215), together with all endorsements issued in connection therewith.

14. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the two (2) Sycamore-secured properties in favor of the Sycamore Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Sycamore Facility is maintained on file with the Sycamore Lender and has been delivered to Buyer as part of the Due Diligence Materials.

PART IV

AGGREGATE SUMMARY TABLE

The following table summarizes the three Lender Facilities comprising the Assumed Loans:

PART V

NOTES AND QUALIFICATIONS

A. Change of Control Provisions

Each of the Pinnacle Master Loan Agreement (Section 6.2(b)), the Veltrano Loan Agreement (Section 7.1(c)), and the Sycamore Note Purchase Agreement (Section 5.3(a)) includes a change of control provision requiring the prior written consent of the applicable Lender to any direct or indirect transfer of ownership interests in the applicable Borrower entity. The acquisition by Buyer of one hundred percent (100%) of the direct and indirect membership interests in each Target Entity constitutes a "change of control" (or a "Transfer," as such term is defined in the applicable Loan Documents) under each such Loan Document. Accordingly, the prior written consent of each of the Pinnacle Lender, the Veltrano Lender, and the Sycamore Lender is required in connection with the transactions contemplated by the Agreement. The receipt of such Lender consents, in form and substance reasonably satisfactory to Buyer, is a condition to Closing under Section 8.1(g) of the Agreement. Seller has commenced the process of obtaining such consents and, as of the date of the Agreement, has submitted formal consent request packages to each Lender. Seller shall use commercially reasonable efforts to obtain all Lender consents prior to the Closing Date, as more particularly described in Section 7.3 of the Agreement.

B. Replacement Guaranties

At Closing, Fairwater Real Estate Investment Trust shall execute and deliver a Replacement Guaranty in favor of each Lender, in the form attached as Exhibit S to the Agreement (subject to such modifications as may be required by the applicable Lender and reasonably approved by Buyer), replacing Greystone Meridian Partners Fund III, L.P. as carve-out guarantor under each Loan Facility. Each Replacement Guaranty shall include, among other things, the following financial covenants to be maintained by Fairwater Real Estate Investment Trust at all times during the term of the applicable Assumed Loan:

(a) a minimum tangible net worth (calculated in accordance with GAAP, excluding intangible assets, goodwill, and the value of any interest in the applicable Borrower entities) of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and

(b) minimum liquid assets (consisting of unrestricted cash and cash equivalents and marketable securities readily convertible to cash) of not less than Fifty Million and No/100 Dollars ($50,000,000).

Upon the execution and delivery of each Replacement Guaranty and the acceptance thereof by the applicable Lender, Greystone Meridian Partners Fund III, L.P. shall be unconditionally and irrevocably released from all obligations, liabilities, and claims under each of the Pinnacle Guaranty, the Veltrano Guaranty, and the Sycamore Guaranty (collectively, the "Existing Guaranties"), and each Lender shall deliver to Seller (or cause to be delivered to Seller) a written release, in form and substance reasonably satisfactory to Seller, evidencing such release.

C. Consent Fees

Consent fees payable to each Lender in connection with the Lender consents described in Section A above are as follows, and shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller in accordance with Section 11.2(d) of the Agreement:

(a) Pinnacle Federal Bank, N.A.: $1,054,000.00 (representing 0.25% of the outstanding principal balance of $421,600,000 as of February 28, 2024);

(b) Veltrano Capital Lending Corp.: $711,500.00 (representing 0.50% of the outstanding principal balance of $142,300,000 as of February 28, 2024); and

(c) Sycamore Life Insurance Company: $60,125.00 (representing 0.125% of the outstanding principal balance of $48,100,000 as of February 28, 2024).

Total Consent Fees: $1,825,625.00

Buyer's Share (50%): $912,812.50

Seller's Share (50%): $912,812.50

All consent fees shall be paid at Closing through the escrow held by the Title Company, with each party's share debited from its respective closing proceeds or funds deposited with the Title Company. In the event that any Lender requires payment of its consent fee prior to Closing as a condition to the issuance of its consent letter, Seller and Buyer shall each deposit their respective fifty percent (50%) share of such consent fee with the applicable Lender or its counsel promptly following such Lender's request therefor, subject to the terms of the Agreement.

D. Depository Bank

All Target Entity operating accounts relating to the properties securing the Assumed Loans are maintained at the following depository institution:

Magnolia Commerce Bank, N.A. 225 Peachtree Street NE, Suite 100 Atlanta, Georgia 30303

Contact: Linda Prescott, Vice President, Commercial Banking Telephone: (404) 555-2900

Email: linda.prescott@magnoliacommercebank.com

At Closing, the parties shall cooperate to update all account signatories, authorized representatives, and related banking documentation to reflect the change in indirect ownership of the Target Entities, and shall deliver to Magnolia Commerce Bank, N.A. such certificates, resolutions, and other documentation as may be required by the depository bank in connection with the change of control of the Target Entities. To the extent that any Lender requires amendments to or replacements of the existing Deposit Account Control Agreements in connection with its consent to the transactions contemplated by the Agreement, Buyer shall cooperate with Seller and the applicable Lender to negotiate, execute, and deliver such amended or replacement Deposit Account Control Agreements at or prior to Closing.

E. Recording Information

All recording information indicated by bracketed placeholders ("[ ]") in any prior draft of this Exhibit Q has been confirmed by reference to the applicable title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CNTC-2024-TC-001471 through CNTC-2024-TC-001484, inclusive) and the applicable ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Project Nos. MLS-2024-0187 through MLS-2024-0200, inclusive), copies of which have been delivered to Buyer and are included in the Due Diligence Materials. To the extent that any recording information set forth herein differs from the recording information shown on the applicable title commitment or survey, the recording information shown on the applicable title commitment shall control, and Seller shall promptly notify Buyer and update this Exhibit Q accordingly. In addition, all UCC-1 Financing Statement file numbers referenced herein have been confirmed through searches conducted by Commonwealth National Title Insurance Company with the Delaware Secretary of State as of a date no earlier than February 15, 2024.

F. Disclaimer. This Exhibit Q is intended to be a complete list of all Loan Documents encumbering the Properties and held by or on behalf of the Target Entities as of the date of the Agreement. Seller represents and warrants to Buyer that, to Seller's knowledge, this Exhibit Q accurately and completely identifies all Loan Documents in effect as of the date hereof. Seller shall promptly notify Buyer in writing if Seller becomes aware of any Loan Document not listed on this Exhibit Q or of any error or omission in the information set forth herein. In the event of any conflict or inconsistency between the descriptions of the Loan Documents set forth in this Exhibit Q and the actual terms of any Loan Document, the terms of the applicable Loan Document shall control in all respects. Nothing in this Exhibit Q shall be deemed to modify, amend, or supplement the terms of any Loan Document or the rights or obligations of any party thereto. The inclusion of recording information, outstanding principal balances, and other data in this Exhibit Q is for informational and reference purposes only and shall not be construed as a representation or warranty by Seller as to the current status of any Loan Document except as expressly set forth in the Agreement.

[No signature required — this Exhibit Q is an exhibit to the Agreement and is incorporated therein by reference. The Agreement is executed by the parties on the signature pages attached thereto.]

Lender Facility	Lender	Loan Agreement Date	Loans	Borrowers / Target Entities	Properties	OPB (as of 2/28/2024)	Interest Rate	Maturity
Pinnacle Facility	Pinnacle Federal Bank, N.A.	September 15, 2020	1-A through 1-H	GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC	8 Logistics	$421,600,000	4.22% Fixed	July 1, 2028
Veltrano Facility	Veltrano Capital Lending Corp.	February 1, 2021	2-A through 2-D	GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC	4 Office	$142,300,000	4.68% Fixed	March 1, 2029
Sycamore Facility	Sycamore Life Insurance Company	November 22, 2019	3-A and 3-B	GMP Peachtree LLC, GMP Mount Juliet LLC	2 Logistics	$48,100,000	3.95% Fixed	December 1, 2030
TOTAL	14 Loans	14 Target Entities	14 Properties	$612,000,000

EXHIBIT Q
TO
PURCHASE AND SALE AGREEMENT
Dated as of February 28, 2024
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")
ASSUMED LOAN DOCUMENTS
This Exhibit Q sets forth a complete list of all Loan Documents (as defined in the 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")) encumbering the Properties and held by or on behalf of the Target Entities, which Buyer shall assume at Closing pursuant to Section 3.4 of the Agreement. The aggregate outstanding principal balance of all Assumed Loans as of the date of the Agreement (February 28, 2024) is Six Hundred Twelve Million and No/100 Dollars ($612,000,000). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. The Loan Documents are organized by Lender Facility below and are numbered sequentially within each Part for ease of reference. For the avoidance of doubt, all amendments, modifications, supplements, restatements, side letters, waivers, and other written instruments entered into in connection with or pursuant to the documents listed below are included within the definition of "Loan Documents" for purposes of the Agreement, whether or not separately enumerated herein.
PART I
PINNACLE FEDERAL BANK, N.A. LOAN FACILITY
A. Summary Information
• Lender: Pinnacle Federal Bank, N.A., a national banking association organized and existing under the laws of the United States of America
• Lender Address: 600 Travis Street, Suite 4400, Houston, Texas 77002
• Lender Contact: Bradley Carston, Senior Vice President, Commercial Real Estate Lending
• Lender's Counsel: Whitfield & Archer LLP, 717 Texas Avenue, Suite 2500, Houston, Texas 77002 (Sandra Whitfield, Partner)
• Borrowers / Target Entities: GMP Fairfield I LLC, a Delaware limited liability company; GMP Fairfield II LLC, a Delaware limited liability company; GMP Westlake LLC, a Delaware limited liability company; GMP Katy LLC, a Delaware limited liability company; GMP Alliance LLC, a Delaware limited liability company; GMP Lakeland LLC, a Delaware limited liability company; GMP Southport LLC, a Delaware limited liability company; and GMP Murfreesboro LLC, a Delaware limited liability company (collectively, the "Pinnacle Borrowers")
• Properties Secured: Eight (8) logistics and industrial distribution properties, designated herein as Loans 1-A through 1-H, located in the States of Georgia, Texas, Florida, and Tennessee
• Aggregate Outstanding Principal Balance (as of 2/28/2024): $421,600,000
• Original Principal Amount: $440,000,000
• Interest Rate: Fixed rate of 4.22% per annum
• Maturity Date: July 1, 2028
• Amortization: 30-year amortization schedule with monthly payments of principal and interest
• Consent Fee: 0.25% of outstanding principal balance = $1,054,000
B. Master Loan Documents
1. Master Loan Agreement dated as of September 15, 2020, by and among GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Murfreesboro LLC (collectively, the "Pinnacle Borrowers"), as borrowers, and Pinnacle Federal Bank, N.A. (the "Pinnacle Lender"), as lender, as amended by:
(a) First Amendment to Master Loan Agreement, dated as of March 12, 2021, by and among the Pinnacle Borrowers and the Pinnacle Lender (modifying certain financial reporting covenants and adjusting the required debt service coverage ratio threshold); and
(b) Second Amendment to Master Loan Agreement, dated as of June 30, 2022, by and among the Pinnacle Borrowers and the Pinnacle Lender (modifying certain provisions relating to permitted transfers, reserve account requirements, and the addition of GMP Murfreesboro LLC as a Pinnacle Borrower in connection with the acquisition of the Murfreesboro Distribution Center property).
2. Master Promissory Note dated as of September 15, 2020, made by the Pinnacle Borrowers in favor of the Pinnacle Lender, in the original principal amount of Four Hundred Forty Million and No/100 Dollars ($440,000,000) (current outstanding principal balance as of February 28, 2024: $421,600,000), as the same may have been endorsed, modified, or supplemented from time to time.
3. Carve-Out Guaranty dated as of September 15, 2020, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Pinnacle Lender (the "Pinnacle Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Pinnacle Borrowers under the Master Loan Agreement and the other Pinnacle Loan Documents. The Pinnacle Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Pinnacle Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Pinnacle Guaranty effective as of the Closing Date.
4. Environmental Indemnity Agreement dated as of September 15, 2020, made by the Pinnacle Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Pinnacle Lender, indemnifying the Pinnacle Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the eight (8) properties securing the Pinnacle Facility.
5. Cash Management Agreement dated as of September 15, 2020, among the Pinnacle Borrowers, the Pinnacle Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the lockbox accounts, cash management accounts, and sweep procedures for the collection and application of rents, revenues, and other income generated by the Pinnacle-secured properties.
C. Individual Loan Supplements and Property-Level Security Documents
Loan 1-A — GMP Fairfield I LLC (Fairfield Logistics Center I).
6. Loan Supplement No. 1 dated as of September 15, 2020, between GMP Fairfield I LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Fairfield Logistics Center I and located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Loan 1-A Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-A Property.
7. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Fairfield I LLC in favor of the Pinnacle Lender, encumbering the Loan 1-A Property and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0142.
8. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Fairfield I LLC in favor of the Pinnacle Lender, assigning all of GMP Fairfield I LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0198.
9. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871526, naming GMP Fairfield I LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-A Property.
Loan 1-B — GMP Fairfield II LLC (Fairfield Logistics Center II).
10. Loan Supplement No. 2 dated as of September 15, 2020, between GMP Fairfield II LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Fairfield Logistics Center II and located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Loan 1-B Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-B Property.
11. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Fairfield II LLC in favor of the Pinnacle Lender, encumbering the Loan 1-B Property and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0256.
12. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Fairfield II LLC in favor of the Pinnacle Lender, assigning all of GMP Fairfield II LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 64218, Page 0312.
13. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871534, naming GMP Fairfield II LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-B Property.
Loan 1-C — GMP Westlake LLC (Westlake Distribution Hub).
14. Loan Supplement No. 3 dated as of September 15, 2020, between GMP Westlake LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Westlake Distribution Hub and located at 11500 Westlake Parkway, Houston, Texas 77082 (the "Loan 1-C Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-C Property.
15. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Westlake LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-C Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448761.
16. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Westlake LLC in favor of the Pinnacle Lender, assigning all of GMP Westlake LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-C Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448769.
17. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871542, naming GMP Westlake LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-C Property.
Loan 1-D — GMP Katy LLC (Katy Freeway Logistics Park).
18. Loan Supplement No. 4 dated as of September 15, 2020, between GMP Katy LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Katy Freeway Logistics Park and located at 22600 Katy Freeway, Katy, Texas 77449 (the "Loan 1-D Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-D Property.
19. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Katy LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-D Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448785.
20. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Katy LLC in favor of the Pinnacle Lender, assigning all of GMP Katy LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-D Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Harris County, Texas, under Clerk's File No. RP-2020-448793.
21. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871550, naming GMP Katy LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-D Property.
Loan 1-E — GMP Alliance LLC (Alliance Commerce Center).
22. Loan Supplement No. 5 dated as of September 15, 2020, between GMP Alliance LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Alliance Commerce Center and located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 (the "Loan 1-E Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-E Property.
23. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Alliance LLC, as grantor, to Commonwealth Title Trustee Services, Inc., as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-E Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Public Records of Denton County, Texas, under Clerk's File No. D-2020-0094217 (the Loan 1-E Property being situated in both Tarrant County and Denton County, Texas; a memorandum of the Deed of Trust was also recorded in the Official Public Records of Tarrant County, Texas, under Clerk's File No. D220-00187654).
24. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Alliance LLC in favor of the Pinnacle Lender, assigning all of GMP Alliance LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-E Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Public Records of Denton County, Texas, under Clerk's File No. D-2020-0094225 (and in Tarrant County, Texas, under Clerk's File No. D220-00187662).
25. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871569, naming GMP Alliance LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-E Property.
Loan 1-F — GMP Lakeland LLC (Lakeland Crossings Industrial).
26. Loan Supplement No. 6 dated as of September 15, 2020, between GMP Lakeland LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Lakeland Crossings Industrial and located at 7100 Drane Field Road, Lakeland, Florida 33811 (the "Loan 1-F Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-F Property.
27. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Lakeland LLC in favor of the Pinnacle Lender, encumbering the Loan 1-F Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Polk County, Florida, at O.R. Book 10842, Page 1476.
28. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Lakeland LLC in favor of the Pinnacle Lender, assigning all of GMP Lakeland LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-F Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Polk County, Florida, at O.R. Book 10842, Page 1534.
29. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871577, naming GMP Lakeland LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-F Property.
Loan 1-G — GMP Southport LLC (Southport Logistics Park).
30. Loan Supplement No. 7 dated as of September 15, 2020, between GMP Southport LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Southport Logistics Park and located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Loan 1-G Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-G Property.
31. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Southport LLC in favor of the Pinnacle Lender, encumbering the Loan 1-G Property and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Duval County, Florida, at O.R. Book 19467, Page 0892.
32. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Southport LLC in favor of the Pinnacle Lender, assigning all of GMP Southport LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-G Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Duval County, Florida, at O.R. Book 19467, Page 0950.
33. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871585, naming GMP Southport LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-G Property.
Loan 1-H — GMP Murfreesboro LLC (Murfreesboro Distribution Center).
34. Loan Supplement No. 8 dated as of September 15, 2020 (as supplemented by that certain Joinder and Supplement Agreement dated as of June 30, 2022, in connection with the Second Amendment to Master Loan Agreement), between GMP Murfreesboro LLC, a Delaware limited liability company, as borrower, and the Pinnacle Lender, as lender, supplementing the Master Loan Agreement with respect to the property commonly known as Murfreesboro Distribution Center and located at 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 (the "Loan 1-H Property"), and setting forth the allocated loan amount, property-specific representations and warranties, and individual property financial covenants applicable to the Loan 1-H Property.
35. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of September 15, 2020, made by GMP Murfreesboro LLC, as grantor, to Robert T. Halloran, as trustee, for the benefit of the Pinnacle Lender, as beneficiary, encumbering the Loan 1-H Property and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Rutherford County, Tennessee, at Book 1587, Page 0214.
36. Assignment of Leases and Rents dated as of September 15, 2020, made by GMP Murfreesboro LLC in favor of the Pinnacle Lender, assigning all of GMP Murfreesboro LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 1-H Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Rutherford County, Tennessee, at Book 1587, Page 0278.
37. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 16, 2020, File No. 2020-4871593, naming GMP Murfreesboro LLC as debtor and the Pinnacle Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 1-H Property.
D. Pinnacle Facility — Additional Documents
38. Deposit Account Control Agreement dated as of September 15, 2020, among the Pinnacle Borrowers, the Pinnacle Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Pinnacle Lender's control over certain deposit accounts maintained by the Pinnacle Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, the Tenant Improvement and Leasing Commission Reserve Account, and the Debt Service Reserve Account, each as defined in the Cash Management Agreement referenced in Item 5 of Part I.B above.
39. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Pinnacle Lender for each of the eight (8) Pinnacle-secured properties, insuring the lien of the applicable Deed to Secure Debt, Deed of Trust, or Mortgage, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2020-FL-087241 through CNTC-2020-FL-087248, inclusive), together with all endorsements issued in connection therewith.
40. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the eight (8) Pinnacle-secured properties in favor of the Pinnacle Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Pinnacle Facility is maintained on file with the Pinnacle Lender and has been delivered to Buyer as part of the Due Diligence Materials.
PART II
VELTRANO CAPITAL LENDING CORP. LOAN FACILITY
A. Summary Information
• Lender: Veltrano Capital Lending Corp., a Delaware corporation
• Lender Address: 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131
• Lender Contact: Denise Alvarado, Managing Director, Real Estate Finance Group
• Lender's Counsel: Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131 (Leo Cranford, Partner)
• Borrowers / Target Entities: GMP Buckhead LLC, a Delaware limited liability company; GMP SouthPark LLC, a Delaware limited liability company; GMP Cool Springs LLC, a Delaware limited liability company; and GMP Brickell LLC, a Delaware limited liability company (collectively, the "Veltrano Borrowers")
• Properties Secured: Four (4) office properties, designated herein as Loans 2-A through 2-D, located in the States of Georgia, North Carolina, Tennessee, and Florida
• Aggregate Outstanding Principal Balance (as of 2/28/2024): $142,300,000
• Original Principal Amount: $150,000,000
• Interest Rate: Fixed rate of 4.68% per annum
• Maturity Date: March 1, 2029
• Amortization: 30-year amortization schedule with monthly payments of principal and interest
• Consent Fee: 0.50% of outstanding principal balance = $711,500
B. Master Loan Documents
1. Loan Agreement dated as of February 1, 2021, by and among GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (collectively, the "Veltrano Borrowers"), as borrowers, and Veltrano Capital Lending Corp. (the "Veltrano Lender"), as lender, as amended by:
(a) First Amendment to Loan Agreement, dated as of October 15, 2022, by and among the Veltrano Borrowers and the Veltrano Lender (modifying certain financial reporting deadlines, updating the required insurance coverage amounts, and adjusting the minimum occupancy covenant threshold for the Cool Springs Office Park property from 80% to 75% through December 31, 2023).
2. Promissory Note dated as of February 1, 2021, made by the Veltrano Borrowers in favor of the Veltrano Lender, in the original principal amount of One Hundred Fifty Million and No/100 Dollars ($150,000,000) (current outstanding principal balance as of February 28, 2024: $142,300,000), as the same may have been endorsed, modified, or supplemented from time to time.
3. Carve-Out Guaranty dated as of February 1, 2021, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Veltrano Lender (the "Veltrano Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Veltrano Borrowers under the Loan Agreement and the other Veltrano Loan Documents. The Veltrano Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Veltrano Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Veltrano Guaranty effective as of the Closing Date.
4. Environmental Indemnity Agreement dated as of February 1, 2021, made by the Veltrano Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Veltrano Lender, indemnifying the Veltrano Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the four (4) properties securing the Veltrano Facility.
5. Cash Management Agreement dated as of February 1, 2021, among the Veltrano Borrowers, the Veltrano Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the lockbox accounts, cash management accounts, and sweep procedures for the collection and application of rents, revenues, and other income generated by the Veltrano-secured properties.
C. Individual Property-Level Security Documents
Loan 2-A — GMP Buckhead LLC (Buckhead Place Office Tower).
6. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Buckhead LLC in favor of the Veltrano Lender, encumbering the property commonly known as Buckhead Place Office Tower and located at 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Loan 2-A Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 65104, Page 0417.
7. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Buckhead LLC in favor of the Veltrano Lender, assigning all of GMP Buckhead LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Fulton County, Georgia, at Deed Book 65104, Page 0489.
8. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632184, naming GMP Buckhead LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-A Property.
Loan 2-B — GMP SouthPark LLC (SouthPark Corporate Center).
9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP SouthPark LLC, as grantor, to Richard M. Beaumont, as trustee, for the benefit of the Veltrano Lender, as beneficiary, encumbering the property commonly known as SouthPark Corporate Center and located at 6100 Fairview Road, Charlotte, North Carolina 28210 (the "Loan 2-B Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Register of Deeds of Mecklenburg County, North Carolina, at Book 35682, Page 0215.
10. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP SouthPark LLC in favor of the Veltrano Lender, assigning all of GMP SouthPark LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Register of Deeds of Mecklenburg County, North Carolina, at Book 35682, Page 0291.
11. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632192, naming GMP SouthPark LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-B Property.
Loan 2-C — GMP Cool Springs LLC (Cool Springs Office Park).
12. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Cool Springs LLC, as grantor, to James D. Whitmore, as trustee, for the benefit of the Veltrano Lender, as beneficiary, encumbering the property commonly known as Cool Springs Office Park and located at 5000 Meridian Boulevard, Franklin, Tennessee 37067 (the "Loan 2-C Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Williamson County, Tennessee, at Book 8941, Page 0673.
13. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Cool Springs LLC in favor of the Veltrano Lender, assigning all of GMP Cool Springs LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-C Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Williamson County, Tennessee, at Book 8941, Page 0741.
14. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632207, naming GMP Cool Springs LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-C Property.
Loan 2-D — GMP Brickell LLC (Brickell Bay Office Building).
15. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of February 1, 2021, made by GMP Brickell LLC in favor of the Veltrano Lender, encumbering the property commonly known as Brickell Bay Office Building and located at 1221 Brickell Avenue, Miami, Florida 33131 (the "Loan 2-D Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Official Records of Miami-Dade County, Florida, at O.R. Book 32894, Page 0156.
16. Assignment of Leases and Rents dated as of February 1, 2021, made by GMP Brickell LLC in favor of the Veltrano Lender, assigning all of GMP Brickell LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 2-D Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Official Records of Miami-Dade County, Florida, at O.R. Book 32894, Page 0234.
17. UCC-1 Financing Statement filed with the Delaware Secretary of State on February 2, 2021, File No. 2021-0632215, naming GMP Brickell LLC as debtor and the Veltrano Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 2-D Property.
D. Veltrano Facility — Additional Documents
18. Deposit Account Control Agreement dated as of February 1, 2021, among the Veltrano Borrowers, the Veltrano Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Veltrano Lender's control over certain deposit accounts maintained by the Veltrano Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, the Tenant Improvement and Leasing Commission Reserve Account, and the Debt Service Reserve Account, each as defined in the Cash Management Agreement referenced in Item 5 of Part II.B above.
19. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Veltrano Lender for each of the four (4) Veltrano-secured properties, insuring the lien of the applicable Deed to Secure Debt, Deed of Trust, or Mortgage, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2021-RE-014587 through CNTC-2021-RE-014590, inclusive), together with all endorsements issued in connection therewith.
20. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the four (4) Veltrano-secured properties in favor of the Veltrano Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Veltrano Facility is maintained on file with the Veltrano Lender and has been delivered to Buyer as part of the Due Diligence Materials.
PART III
SYCAMORE LIFE INSURANCE COMPANY LOAN FACILITY
A. Summary Information
• Lender: Sycamore Life Insurance Company, a Connecticut stock life insurance company
• Lender Address: 100 Constitution Plaza, Hartford, Connecticut 06103
• Lender Contact: Graham Hilliard, Vice President, Mortgage Investments
• Lender's Counsel: Partridge Wynn & Slater LLP, 100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103 (Claire Wynn, Partner)
• Borrowers / Target Entities: GMP Peachtree LLC, a Delaware limited liability company; and GMP Mount Juliet LLC, a Delaware limited liability company (collectively, the "Sycamore Borrowers")
• Properties Secured: Two (2) logistics and industrial distribution properties, designated herein as Loans 3-A and 3-B, located in the States of Georgia and Tennessee
• Aggregate Outstanding Principal Balance (as of 2/28/2024): $48,100,000
• Original Principal Amount: $50,000,000 (consisting of Promissory Note A in the original principal amount of $28,000,000 and Promissory Note B in the original principal amount of $22,000,000)
• Interest Rate: Fixed rate of 3.95% per annum
• Maturity Date: December 1, 2030
• Amortization: 30-year amortization schedule with monthly payments of principal and interest
• Consent Fee: 0.125% of outstanding principal balance = $60,125
B. Master Loan Documents
1. Note Purchase Agreement dated as of November 22, 2019, by and among GMP Peachtree LLC and GMP Mount Juliet LLC (collectively, the "Sycamore Borrowers"), as borrowers, and Sycamore Life Insurance Company (the "Sycamore Lender"), as lender, as amended by:
(a) First Amendment to Note Purchase Agreement, dated as of August 9, 2021, by and among the Sycamore Borrowers and the Sycamore Lender (modifying certain financial reporting delivery dates and updating the insurance requirements to conform to the Sycamore Lender's then-current underwriting guidelines).
2. Promissory Note A dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, in the original principal amount of Twenty-Eight Million and No/100 Dollars ($28,000,000), as the same may have been endorsed, modified, or supplemented from time to time. The outstanding principal balance of Promissory Note A as of February 28, 2024 is approximately $26,800,000.
3. Promissory Note B dated as of November 22, 2019, made by GMP Mount Juliet LLC in favor of the Sycamore Lender, in the original principal amount of Twenty-Two Million and No/100 Dollars ($22,000,000), as the same may have been endorsed, modified, or supplemented from time to time. The outstanding principal balance of Promissory Note B as of February 28, 2024 is approximately $21,300,000.
4. Carve-Out Guaranty dated as of November 22, 2019, made by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in favor of the Sycamore Lender (the "Sycamore Guaranty"), guaranteeing the payment and performance of certain recourse carve-out obligations of the Sycamore Borrowers under the Note Purchase Agreement and the other Sycamore Loan Documents. The Sycamore Guaranty is to be replaced at Closing by a Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust in favor of the Sycamore Lender, in the form attached as Exhibit S to the Agreement, and Greystone Meridian Partners Fund III, L.P. shall be released from all obligations under the Sycamore Guaranty effective as of the Closing Date.
5. Environmental Indemnity Agreement dated as of November 22, 2019, made by the Sycamore Borrowers and Greystone Meridian Partners Fund III, L.P. in favor of the Sycamore Lender, indemnifying the Sycamore Lender against losses, costs, damages, claims, and liabilities arising from the presence, release, or threatened release of hazardous materials on, at, under, or from any of the two (2) properties securing the Sycamore Facility.
C. Individual Property-Level Security Documents
Loan 3-A — GMP Peachtree LLC (Peachtree Corners Logistics Center).
6. Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, encumbering the property commonly known as Peachtree Corners Logistics Center and located at 4800 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092 (the "Loan 3-A Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Office of the Clerk of the Superior Court of Gwinnett County, Georgia, at Deed Book 57981, Page 0328.
7. Assignment of Leases and Rents dated as of November 22, 2019, made by GMP Peachtree LLC in favor of the Sycamore Lender, assigning all of GMP Peachtree LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 3-A Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Office of the Clerk of the Superior Court of Gwinnett County, Georgia, at Deed Book 57981, Page 0402.
8. UCC-1 Financing Statement filed with the Delaware Secretary of State on November 25, 2019, File No. 2019-8214637, naming GMP Peachtree LLC as debtor and the Sycamore Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 3-A Property.
Loan 3-B — GMP Mount Juliet LLC (Mount Juliet Commerce Park).
9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of November 22, 2019, made by GMP Mount Juliet LLC, as grantor, to Katherine P. Donnelly, as trustee, for the benefit of the Sycamore Lender, as beneficiary, encumbering the property commonly known as Mount Juliet Commerce Park and located at 1200 Central Pike, Mount Juliet, Tennessee 37122 (the "Loan 3-B Property"), and all improvements, fixtures, and personal property located thereon, recorded in the Register's Office of Wilson County, Tennessee, at Book 2147, Page 0564.
10. Assignment of Leases and Rents dated as of November 22, 2019, made by GMP Mount Juliet LLC in favor of the Sycamore Lender, assigning all of GMP Mount Juliet LLC's right, title, and interest in and to all leases, subleases, licenses, and rental agreements affecting the Loan 3-B Property and all rents, issues, profits, and revenues arising therefrom, recorded in the Register's Office of Wilson County, Tennessee, at Book 2147, Page 0638.
11. UCC-1 Financing Statement filed with the Delaware Secretary of State on November 25, 2019, File No. 2019-8214645, naming GMP Mount Juliet LLC as debtor and the Sycamore Lender as secured party, covering all personal property, fixtures, accounts, and other collateral described therein in connection with the Loan 3-B Property.
D. Sycamore Facility — Additional Documents
12. Deposit Account Control Agreement dated as of November 22, 2019, among the Sycamore Borrowers, the Sycamore Lender, and Magnolia Commerce Bank, N.A., a national banking association, as depository bank, establishing the Sycamore Lender's control over certain deposit accounts maintained by the Sycamore Borrowers at Magnolia Commerce Bank, N.A., including the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, and the Debt Service Reserve Account, each as defined in or established pursuant to the Note Purchase Agreement referenced in Item 1 of Part III.B above.
13. Title Insurance Policies — ALTA Lender's Policies of Title Insurance (2006 Form, or equivalent) issued by Commonwealth National Title Insurance Company in favor of the Sycamore Lender for each of the two (2) Sycamore-secured properties, insuring the lien of the applicable Deed to Secure Debt or Deed of Trust, as the case may be, as a first-priority lien on the applicable property (Policy Nos. CNTC-2019-RE-098214 and CNTC-2019-RE-098215), together with all endorsements issued in connection therewith.
14. Subordination, Non-Disturbance and Attornment Agreements — Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by certain tenants of the two (2) Sycamore-secured properties in favor of the Sycamore Lender, subordinating the applicable tenant's leasehold interest to the lien of the applicable security instrument and providing for non-disturbance of such tenant's possession so long as such tenant is not in default under its lease. A complete list of all SNDAs executed in connection with the Sycamore Facility is maintained on file with the Sycamore Lender and has been delivered to Buyer as part of the Due Diligence Materials.
PART IV
AGGREGATE SUMMARY TABLE
The following table summarizes the three Lender Facilities comprising the Assumed Loans:
PART V
NOTES AND QUALIFICATIONS
A. Change of Control Provisions
Each of the Pinnacle Master Loan Agreement (Section 6.2(b)), the Veltrano Loan Agreement (Section 7.1(c)), and the Sycamore Note Purchase Agreement (Section 5.3(a)) includes a change of control provision requiring the prior written consent of the applicable Lender to any direct or indirect transfer of ownership interests in the applicable Borrower entity. The acquisition by Buyer of one hundred percent (100%) of the direct and indirect membership interests in each Target Entity constitutes a "change of control" (or a "Transfer," as such term is defined in the applicable Loan Documents) under each such Loan Document. Accordingly, the prior written consent of each of the Pinnacle Lender, the Veltrano Lender, and the Sycamore Lender is required in connection with the transactions contemplated by the Agreement. The receipt of such Lender consents, in form and substance reasonably satisfactory to Buyer, is a condition to Closing under Section 8.1(g) of the Agreement. Seller has commenced the process of obtaining such consents and, as of the date of the Agreement, has submitted formal consent request packages to each Lender. Seller shall use commercially reasonable efforts to obtain all Lender consents prior to the Closing Date, as more particularly described in Section 7.3 of the Agreement.
B. Replacement Guaranties
At Closing, Fairwater Real Estate Investment Trust shall execute and deliver a Replacement Guaranty in favor of each Lender, in the form attached as Exhibit S to the Agreement (subject to such modifications as may be required by the applicable Lender and reasonably approved by Buyer), replacing Greystone Meridian Partners Fund III, L.P. as carve-out guarantor under each Loan Facility. Each Replacement Guaranty shall include, among other things, the following financial covenants to be maintained by Fairwater Real Estate Investment Trust at all times during the term of the applicable Assumed Loan:
(a) a minimum tangible net worth (calculated in accordance with GAAP, excluding intangible assets, goodwill, and the value of any interest in the applicable Borrower entities) of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and
(b) minimum liquid assets (consisting of unrestricted cash and cash equivalents and marketable securities readily convertible to cash) of not less than Fifty Million and No/100 Dollars ($50,000,000).
Upon the execution and delivery of each Replacement Guaranty and the acceptance thereof by the applicable Lender, Greystone Meridian Partners Fund III, L.P. shall be unconditionally and irrevocably released from all obligations, liabilities, and claims under each of the Pinnacle Guaranty, the Veltrano Guaranty, and the Sycamore Guaranty (collectively, the "Existing Guaranties"), and each Lender shall deliver to Seller (or cause to be delivered to Seller) a written release, in form and substance reasonably satisfactory to Seller, evidencing such release.
C. Consent Fees
Consent fees payable to each Lender in connection with the Lender consents described in Section A above are as follows, and shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller in accordance with Section 11.2(d) of the Agreement:
(a) Pinnacle Federal Bank, N.A.: $1,054,000.00 (representing 0.25% of the outstanding principal balance of $421,600,000 as of February 28, 2024);
(b) Veltrano Capital Lending Corp.: $711,500.00 (representing 0.50% of the outstanding principal balance of $142,300,000 as of February 28, 2024); and
(c) Sycamore Life Insurance Company: $60,125.00 (representing 0.125% of the outstanding principal balance of $48,100,000 as of February 28, 2024).
Total Consent Fees: $1,825,625.00
Buyer's Share (50%): $912,812.50
Seller's Share (50%): $912,812.50
All consent fees shall be paid at Closing through the escrow held by the Title Company, with each party's share debited from its respective closing proceeds or funds deposited with the Title Company. In the event that any Lender requires payment of its consent fee prior to Closing as a condition to the issuance of its consent letter, Seller and Buyer shall each deposit their respective fifty percent (50%) share of such consent fee with the applicable Lender or its counsel promptly following such Lender's request therefor, subject to the terms of the Agreement.
D. Depository Bank
All Target Entity operating accounts relating to the properties securing the Assumed Loans are maintained at the following depository institution:
Magnolia Commerce Bank, N.A. 225 Peachtree Street NE, Suite 100 Atlanta, Georgia 30303
Contact: Linda Prescott, Vice President, Commercial Banking Telephone: (404) 555-2900
Email: linda.prescott@magnoliacommercebank.com
At Closing, the parties shall cooperate to update all account signatories, authorized representatives, and related banking documentation to reflect the change in indirect ownership of the Target Entities, and shall deliver to Magnolia Commerce Bank, N.A. such certificates, resolutions, and other documentation as may be required by the depository bank in connection with the change of control of the Target Entities. To the extent that any Lender requires amendments to or replacements of the existing Deposit Account Control Agreements in connection with its consent to the transactions contemplated by the Agreement, Buyer shall cooperate with Seller and the applicable Lender to negotiate, execute, and deliver such amended or replacement Deposit Account Control Agreements at or prior to Closing.
E. Recording Information
All recording information indicated by bracketed placeholders ("[ ]") in any prior draft of this Exhibit Q has been confirmed by reference to the applicable title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CNTC-2024-TC-001471 through CNTC-2024-TC-001484, inclusive) and the applicable ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Project Nos. MLS-2024-0187 through MLS-2024-0200, inclusive), copies of which have been delivered to Buyer and are included in the Due Diligence Materials. To the extent that any recording information set forth herein differs from the recording information shown on the applicable title commitment or survey, the recording information shown on the applicable title commitment shall control, and Seller shall promptly notify Buyer and update this Exhibit Q accordingly. In addition, all UCC-1 Financing Statement file numbers referenced herein have been confirmed through searches conducted by Commonwealth National Title Insurance Company with the Delaware Secretary of State as of a date no earlier than February 15, 2024.
F. Disclaimer. This Exhibit Q is intended to be a complete list of all Loan Documents encumbering the Properties and held by or on behalf of the Target Entities as of the date of the Agreement. Seller represents and warrants to Buyer that, to Seller's knowledge, this Exhibit Q accurately and completely identifies all Loan Documents in effect as of the date hereof. Seller shall promptly notify Buyer in writing if Seller becomes aware of any Loan Document not listed on this Exhibit Q or of any error or omission in the information set forth herein. In the event of any conflict or inconsistency between the descriptions of the Loan Documents set forth in this Exhibit Q and the actual terms of any Loan Document, the terms of the applicable Loan Document shall control in all respects. Nothing in this Exhibit Q shall be deemed to modify, amend, or supplement the terms of any Loan Document or the rights or obligations of any party thereto. The inclusion of recording information, outstanding principal balances, and other data in this Exhibit Q is for informational and reference purposes only and shall not be construed as a representation or warranty by Seller as to the current status of any Loan Document except as expressly set forth in the Agreement.
[No signature required — this Exhibit Q is an exhibit to the Agreement and is incorporated therein by reference. The Agreement is executed by the parties on the signature pages attached thereto.]
Lender Facility | Lender | Loan Agreement Date | Loans | Borrowers / Target Entities | Properties | OPB (as of 2/28/2024) | Interest Rate | Maturity
Pinnacle Facility | Pinnacle Federal Bank, N.A. | September 15, 2020 | 1-A through 1-H | GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC | 8 Logistics | $421,600,000 | 4.22% Fixed | July 1, 2028
Veltrano Facility | Veltrano Capital Lending Corp. | February 1, 2021 | 2-A through 2-D | GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC | 4 Office | $142,300,000 | 4.68% Fixed | March 1, 2029
Sycamore Facility | Sycamore Life Insurance Company | November 22, 2019 | 3-A and 3-B | GMP Peachtree LLC, GMP Mount Juliet LLC | 2 Logistics | $48,100,000 | 3.95% Fixed | December 1, 2030
TOTAL | 14 Loans | 14 Target Entities | 14 Properties | $612,000,000

EXHIBIT Q

PURCHASE AND SALE AGREEMENT

ASSUMED LOAN DOCUMENTS

PINNACLE FEDERAL BANK, N.A. LOAN FACILITY

PART II

VELTRANO CAPITAL LENDING CORP. LOAN FACILITY

PART III

SYCAMORE LIFE INSURANCE COMPANY LOAN FACILITY

PART IV

AGGREGATE SUMMARY TABLE

NOTES AND QUALIFICATIONS

Record

Parties

Dates

Amounts