1036-00004 · Client 1036 · Transaction Documents/Exhibits

psa-exhibit-t-form-title-affidavit.docx DOCUMENT Real Estate

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EXHIBIT T

FORM OF TITLE AFFIDAVIT (SELLER)

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

OWNER'S AFFIDAVIT

STATE OF ___

COUNTY OF ___

This Owner's Affidavit (this "Affidavit") is delivered at the closing of the transactions contemplated by the Agreement with respect to each of the fourteen (14) Target Entities identified therein. A separate Affidavit in this form shall be completed and executed for each property-owning limited liability company constituting a Target Entity under the Agreement. This Affidavit is delivered to and for the benefit of Commonwealth National Title Insurance Company (the "Title Company"), with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, Attention: Kenneth Stanhope, Senior Vice President.

Section 1 — Affiant Identification and Authority

The undersigned, ____ (the "Affiant"), in his/her capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company (the "General Partner"), the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Owner" or "Seller"), being first duly sworn according to law, deposes and states as follows under penalty of perjury:

1.1. The Affiant is duly authorized to execute and deliver this Affidavit on behalf of Seller and on behalf of ____ (the "Company"), a Delaware limited liability company, which is the record owner of the real property more particularly described in Schedule A attached hereto and incorporated herein by reference (the "Property"). The Affiant makes this Affidavit based upon his/her personal knowledge and familiarity with the Property, the Company, and the transactions described herein.

1.2. The Company is a single-purpose entity formed under the laws of the State of Delaware and is a wholly owned subsidiary of Seller. Seller is the sole member of the Company and holds one hundred percent (100%) of the issued and outstanding membership interests in the Company. No other person or entity holds any membership interest, economic interest, or other equity interest in the Company.

1.3. The Property is being conveyed in connection with the transfer of one hundred percent (100%) of the membership interests in the Company to Buyer pursuant to the terms and conditions of the Agreement. The conveyance of the membership interests in the Company will result in the indirect transfer of fee simple title to the Property from Seller to Buyer.

1.4. This Affidavit is given to induce the Title Company to issue its ALTA Owner's Policy of Title Insurance (2021 form), together with such endorsements as may be requested by Buyer, insuring Buyer's interest in the Property in connection with the closing of the transactions contemplated by the Agreement (the "Closing"). The Affiant understands that the Title Company will rely on this Affidavit in determining the insurability of title to the Property and in issuing the owner's title insurance policy.

Section 2 — Identity of Owner / Chain of Title

2.1. The Company is the sole owner in fee simple absolute of the Property described in Schedule A attached hereto. The Company holds good, marketable, and insurable fee simple title to the Property, subject only to the Permitted Exceptions (as defined in the Agreement and set forth in Exhibit P thereto).

2.2. The Company acquired title to the Property by that certain deed or instrument recorded in Book __, Page __ (or as Document Number __), in the Official Records (or land records, as applicable) of __ County, State of __, on __, 20__. The recording reference for each Property shall be completed at the time of execution of this Affidavit for the applicable Target Entity.

2.3. No other person, entity, partnership, corporation, limited liability company, trust, or other organization has any ownership interest in the Property, whether legal or equitable, vested or contingent, recorded or unrecorded, other than the Company. No person or entity has acquired or claims to have acquired any interest in the Property by adverse possession, prescription, boundary by acquiescence, or any other theory of law or equity.

2.4. Seller is the sole member of the Company. The General Partner, Greystone Meridian Capital LLC (EIN: 83-1520984), is the sole general partner of Seller (EIN: 83-1647205). The Company's EIN is: ___. The organizational identification numbers of the foregoing entities are as follows: the General Partner (Delaware LLC File No. ___); Seller (Delaware LP File No. __); and the Company (Delaware LLC File No. __).

Section 3 — Possession and Parties in Possession

3.1. The Property is occupied by tenants under written lease agreements. A true, correct, and complete rent roll of all tenants in possession of, or having a right to possess, the Property (the "Rent Roll") has been delivered to Buyer as Exhibit H to the Agreement. The Rent Roll reflects eighty-seven (87) leases across the portfolio of fourteen (14) properties being transferred pursuant to the Agreement. The Rent Roll for the applicable Property accurately identifies each tenant, the leased premises, the lease commencement and expiration dates, the current monthly base rent, and the security deposit held by the Company with respect to each lease.

3.2. Other than the tenants identified on the Rent Roll (and their permitted subtenants, assignees, or licensees, if any, under the applicable lease), no party is in possession of any portion of the Property or has any right to possession of or occupancy of any portion of the Property, whether by lease, license, tenancy at will, tenancy at sufferance, or otherwise, except as disclosed in the Permitted Exceptions set forth in Exhibit P to the Agreement.

3.3. To the knowledge of the Affiant, no tenant identified on the Rent Roll has any option to purchase the Property or any portion thereof, or any right of first refusal or right of first offer to purchase the Property or any portion thereof, except as may be expressly set forth in such tenant's lease and as disclosed in the Rent Roll or the disclosure schedules to the Agreement.

3.4. To the knowledge of the Affiant, no tenant has asserted any claim of ownership of the Property or any portion thereof, and no tenant has claimed any right, title, or interest in the Property beyond the leasehold interest granted under the applicable lease.

Section 4 — Liens and Encumbrances

4.1. There are no outstanding mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, or other security instruments affecting the Property or any interest therein, other than those held by the existing mortgage lenders and described in Exhibit Q to the Agreement (the "Assumed Loan Documents"), which include the following (to the extent applicable to the Property that is the subject of this Affidavit):

(a) Pinnacle Federal Bank, N.A. — Master Loan Agreement dated September 15, 2020, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property);

(b) Veltrano Capital Lending Corp. — Loan Agreement dated February 1, 2021, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property); and

(c) Sycamore Life Insurance Company — Note Purchase Agreement dated November 22, 2019, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property).

4.2. There are no unpaid or unsatisfied mortgages, deeds of trust, deeds to secure debt, judgments, tax liens, mechanic's liens, materialmen's liens, lis pendens, or other liens or encumbrances of any kind or nature whatsoever affecting the Property or any interest therein, whether recorded or unrecorded, except for: (i) the assumed mortgage debt under the Assumed Loan Documents described in Section 4.1 above; and (ii) the Permitted Exceptions set forth in Exhibit P to the Agreement.

4.3. All real property taxes, ad valorem taxes, special assessments, and governmental charges against the Property that are due and payable have been paid in full through the last installment due prior to the date of this Affidavit. The Company has not received any notice of any proposed special assessment or governmental charge against the Property that has not been disclosed to Buyer. The estimated annual aggregate real property taxes for the portfolio of fourteen (14) properties are Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000) (2024 estimate). Prorations of real property taxes and assessments shall be made at the Closing as of the proration date of June 6, 2024, in accordance with the terms set forth in the Agreement.

4.4. There are no delinquent assessments or charges owed to any homeowners' association, condominium association, property owners' association, or similar organization with respect to the Property.

Section 5 — Mechanic's Liens and Construction Activity

5.1. No improvements, alterations, renovations, or repairs have been made to the Property within the applicable statutory mechanic's lien period under the laws of the state in which the Property is located for which full payment has not been made. All contractors, subcontractors, laborers, suppliers, and materialmen who have performed work upon or furnished materials to the Property within the applicable statutory lien period have been paid in full for all such work and materials.

5.2. No labor or materials have been furnished to the Property within the applicable statutory lien period under the laws of the state in which the Property is located for which full payment has not been made. No person or entity has any claim or right to file a mechanic's lien, materialmen's lien, or similar statutory lien against the Property.

5.3. The Company has not entered into any construction contracts, renovation agreements, improvement agreements, or similar agreements with any contractor, subcontractor, architect, engineer, or other party that remain open, incomplete, or for which final payment has not been made. There are no pending or potential claims for mechanic's liens, materialmen's liens, or similar statutory liens against the Property, and no notices of intent to lien or preliminary lien notices have been served upon the Company with respect to the Property.

5.4. To the extent that any work, labor, or materials have been furnished to the Property within the applicable statutory lien period, all such work, labor, and materials have been fully paid for, and unconditional final lien waivers and releases have been obtained from all contractors, subcontractors, laborers, suppliers, and materialmen in connection therewith. Copies of all such lien waivers and releases have been delivered or made available to Buyer and the Title Company.

Section 6 — Judgments, Litigation, and Bankruptcy

6.1. There are no unsatisfied judgments of record against the Company, Seller, or Greystone Meridian Capital LLC, or against any officer, director, manager, member, or partner of any of the foregoing entities in their capacity as such, that could constitute a lien against the Property or otherwise affect or cloud the title to the Property.

6.2. There is no pending litigation, arbitration, mediation, administrative proceeding, or governmental investigation against the Company, Seller, or Greystone Meridian Capital LLC, or against any officer, director, manager, member, or partner of any of the foregoing entities in their capacity as such, that could affect title to the Property, result in a lien or encumbrance upon the Property, or otherwise impair the ability of the Company to convey good, marketable, and insurable title to the Property, except as disclosed in Exhibit J (List of Pending Litigation) to the Agreement. To the knowledge of the Affiant, no such litigation, arbitration, mediation, administrative proceeding, or governmental investigation is threatened or contemplated.

6.3. Neither the Company nor Seller is a debtor in any proceeding under the United States Bankruptcy Code (Title 11, United States Code), as amended, or under any state insolvency law, receivership proceeding, assignment for the benefit of creditors, or similar proceeding, whether voluntary or involuntary. No such proceeding has been filed, is pending, or, to the knowledge of the Affiant, is contemplated. Neither the Company nor Seller is insolvent or unable to pay its debts as they become due.

6.4. No attachments, executions, levies, garnishments, or assignments for the benefit of creditors have been made or filed against the Company, Seller, or the Property. No writ of execution, writ of attachment, or similar process has been issued or served with respect to the Property.

Section 7 — Unrecorded Interests and Agreements

7.1. There are no unrecorded contracts of sale, agreements of sale, purchase agreements, options to purchase, rights of first refusal, rights of first offer, rights of first negotiation, or other agreements of any kind or nature granting any party the right to acquire the Property or any interest therein, whether vested or contingent, present or future, except as disclosed in the disclosure schedules to the Agreement.

7.2. There are no unrecorded easements, restrictions, covenants, conditions, reservations, agreements, or other instruments or interests affecting the Property known to the Affiant, except for the Permitted Exceptions set forth in Exhibit P to the Agreement. To the knowledge of the Affiant, no party has claimed or asserted any unrecorded easement, prescriptive easement, easement by implication, or easement by necessity affecting the Property.

7.3. There are no unrecorded leases, license agreements, concession agreements, management agreements, or other occupancy agreements affecting the Property or granting any party the right to use, occupy, or possess any portion of the Property, other than those leases and occupancy agreements identified on the Rent Roll and disclosed to Buyer and the Title Company. All leases affecting the Property are in writing and have been delivered or made available to Buyer as part of the due diligence materials provided under the Agreement.

7.4. There are no unrecorded agreements, side letters, amendments, or modifications to any recorded instrument affecting the Property that have not been disclosed to Buyer and the Title Company.

Section 8 — Survey Matters

8.1. To the knowledge of the Affiant, the improvements situated on the Property are located entirely within the boundary lines of the Property and do not encroach upon adjoining properties, easements, rights-of-way, setback lines, building restriction lines, or other areas in which the construction or maintenance of improvements is restricted or prohibited, except as may be shown on the ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) (the "Survey") and as reflected in the Permitted Exceptions set forth in Exhibit P to the Agreement.

8.2. To the knowledge of the Affiant, no improvements on adjoining properties encroach upon the Property, except as may be shown on the Survey.

8.3. To the knowledge of the Affiant, there are no boundary disputes, boundary line disagreements, or encroachment claims between the Company and any adjoining property owner or occupant. The Company has not received any written notice from any adjoining property owner, governmental authority, or other party asserting a boundary dispute or encroachment claim with respect to the Property.

8.4. No portion of the Property has been conveyed, dedicated, condemned, or taken since the date of the most recent Survey of the Property, except as may have been disclosed in writing to Buyer and the Title Company. No condemnation or eminent domain proceeding is pending or, to the knowledge of the Affiant, threatened with respect to the Property or any portion thereof.

Section 9 — FIRPTA / Tax Status

9.1. Seller has separately delivered its Certificate of Non-Foreign Status (FIRPTA Certificate) pursuant to Exhibit O to the Agreement, certifying that Seller is not a "foreign person," "foreign partnership," "foreign trust," or "foreign estate" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Accordingly, Buyer is not required to withhold any portion of the purchase price or other amounts payable under the Agreement pursuant to Section 1445 of the Code.

9.2. The Company's taxpayer identification number (Employer Identification Number or "EIN") is as set forth in Section 1 of this Affidavit. The Company has timely filed, or caused to be timely filed, all federal, state, and local tax returns required to be filed with respect to the Property, and has paid, or caused to be paid, all taxes shown as due on such returns.

Section 10 — Environmental Matters

10.1. To the knowledge of the Affiant, there are no underground storage tanks ("USTs") currently located on, under, or at the Property, and no USTs have been previously removed from the Property without proper closure and remediation in accordance with applicable environmental laws, except as may be disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) (the "Phase I ESAs") and listed on Exhibit N to the Agreement.

10.2. To the knowledge of the Affiant, no hazardous substances, hazardous wastes, toxic substances, petroleum products, pollutants, contaminants, or other regulated materials (as such terms are defined under applicable federal, state, or local environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., and applicable state environmental laws) have been generated, released, discharged, stored, treated, or disposed of on, under, at, or from the Property in violation of applicable environmental laws, except as may be disclosed in the Phase I ESAs or other environmental reports delivered to Buyer and the Title Company in connection with the Agreement.

10.3. To the knowledge of the Affiant, the Company has not received any written notice from any governmental authority, regulatory agency, or other person or entity regarding any violation of environmental laws with respect to the Property, any pending or threatened environmental investigation or remediation action with respect to the Property, or any claim for environmental liability relating to the Property, except as may be disclosed in the environmental reports delivered to Buyer.

Section 11 — Status of Entity / Good Standing

11.1. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has not been dissolved, wound up, merged, or consolidated with any other entity, and no proceeding for the dissolution, winding up, merger, or consolidation of the Company is pending, contemplated, or, to the knowledge of the Affiant, threatened.

11.2. The Company is duly qualified to transact business and is in good standing in the state in which the Property is located, which is the State of ____ (to be completed at the time of execution: Georgia, Texas, Florida, Tennessee, or North Carolina, as applicable to the Property that is the subject of this Affidavit).

11.3. The Company has full power, authority, and legal capacity to own, hold, and convey the Property and to consummate the transactions contemplated by the Agreement, including without limitation the transfer of one hundred percent (100%) of the membership interests in the Company to Buyer.

11.4. The execution, delivery, and performance of this Affidavit, and the consummation of the transactions contemplated by the Agreement, have been duly authorized by all necessary action on the part of the Company, Seller, and the General Partner. No further consent, approval, authorization, or other action by any person, entity, governmental authority, or regulatory body is required in connection with the execution and delivery of this Affidavit or the consummation of the transactions contemplated by the Agreement, except as has already been obtained or will be obtained prior to the Closing.

Section 12 — Knowledge Limitation / Reliance

12.1. This Affidavit is made to the actual knowledge of the Affiant, as one of the designated "Seller's Knowledge Individuals" under the Agreement. The Seller's Knowledge Individuals, as defined in Section 1.1 of the Agreement, are Victor Lansdell, Elise Rathborne, and Sean Kilpatrick. For purposes of this Affidavit, "actual knowledge" means the present, conscious awareness of the Affiant of a particular fact or circumstance, without independent investigation, inquiry, or review of files or records, except as otherwise expressly specified in this Affidavit. The Affiant has not undertaken any independent investigation, title search, or review of public records in connection with the preparation and execution of this Affidavit, except to the extent that such investigation, search, or review was conducted in the ordinary course of the Affiant's duties as Co-Founder & Managing Partner of the General Partner.

12.2. This Affidavit is made for the purpose of inducing Commonwealth National Title Insurance Company to issue its ALTA Owner's Policy of Title Insurance (2021 form) insuring Buyer's interest in the Property, together with such endorsements as may be requested by Buyer, in connection with the Closing of the transactions contemplated by the Agreement. This Affidavit may be relied upon by the Title Company and by Buyer, and their respective successors and assigns, in connection with the issuance of the title insurance policy and the consummation of the transactions contemplated by the Agreement.

12.3. The Affiant understands that the Title Company is relying on the truth, accuracy, and completeness of the statements made herein in determining the insurability of title to the Property and in issuing its title insurance policy. The Affiant further understands that any material inaccuracy in the statements made herein may result in loss or damage to the Title Company and/or Buyer.

Section 13 — Indemnification

13.1. Seller hereby agrees to indemnify, defend, and hold harmless Commonwealth National Title Insurance Company, and its successors, assigns, agents, officers, directors, and employees, against any and all losses, costs, damages, claims, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the inaccuracy or untruth of any statement, representation, or warranty contained in this Affidavit; provided, however, that the indemnification obligations of Seller under this Section 13 shall be subject to the limitations on Seller's liability set forth in the Agreement, including without limitation:

(a) the General Rep Cap of Fifty-Five Million Dollars ($55,000,000), which shall apply to all representations and warranties of Seller other than Fundamental Representations (as defined in the Agreement); and

(b) the Fundamental Rep Cap of One Hundred Ten Million Dollars ($110,000,000), which shall apply to Fundamental Representations of Seller (as defined in the Agreement), to the extent that the statements in this Affidavit constitute or relate to Fundamental Representations.

13.2. This indemnification obligation shall survive the Closing and the issuance of the title insurance policy by the Title Company, and shall be enforceable in accordance with the terms and conditions of the Agreement, including without limitation the survival periods and other limitations on liability set forth therein.

13.3. Nothing in this Section 13 shall be construed to limit, modify, or expand the indemnification obligations of Seller or Buyer under the Agreement, or to create any indemnification obligation that is separate from or independent of the indemnification obligations set forth in the Agreement, except to the extent required to give effect to the Title Company's right to rely on this Affidavit as set forth herein.

FURTHER AFFIANT SAYETH NOT.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO OWNER'S AFFIDAVIT

IN WITNESS WHEREOF, the undersigned Affiant has executed this Affidavit as of the date set forth below.

AFFIANT:

By: ________

Name: ____

Title: Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, as sole General Partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, on behalf of itself and as sole member of ____ [Target Entity LLC]

Date: ________

NOTARIAL ACKNOWLEDGMENT

STATE OF ___

COUNTY OF ___

Before me, the undersigned Notary Public, on this _ day of ___, 2024, personally appeared ____, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, on behalf of itself and as sole member of ____ [Target Entity LLC], and that by his/her signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year in this certificate first above written.

________________________________________

Notary Public

Print Name: ________

My Commission Expires: ______

Commission Number: _____

[NOTARIAL SEAL]

SCHEDULE A

LEGAL DESCRIPTION OF THE PROPERTY

[Insert legal description of the applicable Property from Exhibit A to the Agreement.]

Separate Title Affidavits in this form shall be executed and delivered at the Closing for each of the following fourteen (14) properties, each of which is owned by a single-purpose Target Entity that is a wholly owned subsidiary of Seller:

[NOTE: A separate Title Affidavit in this form shall be executed and delivered at Closing for each of the fourteen (14) Target Entities listed above. All blanks shall be completed at the time of execution. This form is attached as Exhibit T to the Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust. The Affidavit shall be delivered to Commonwealth National Title Insurance Company, Attention: Kenneth Stanhope, SVP, at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, with a copy to Virginia Moorehead, AVP, National Counsel.]

No.	Property Name	Property Address	Target Entity LLC	EIN
1.	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA	GMP Fairfield I LLC	84-2310561
2.	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA	GMP Fairfield II LLC	84-2310578
3.	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX	GMP Westlake LLC	84-2415693
4.	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX	GMP Katy LLC	84-2415710
5.	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX	GMP Alliance LLC	84-2415728
6.	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL	GMP Lakeland LLC	84-2527834
7.	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL	GMP Southport LLC	84-2527849
8.	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN	GMP Murfreesboro LLC	84-2527856
9.	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA	GMP Buckhead LLC	84-2639901
10.	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC	GMP SouthPark LLC	84-2639918
11.	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN	GMP Cool Springs LLC	84-2639925
12.	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL	GMP Brickell LLC	84-2639932
13.	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA	GMP Peachtree LLC	84-2741063
14.	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN	GMP Mount Juliet LLC	84-2741070

EXHIBIT T
FORM OF TITLE AFFIDAVIT (SELLER)
Exhibit T to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
OWNER'S AFFIDAVIT
STATE OF ___
COUNTY OF ___
This Owner's Affidavit (this "Affidavit") is delivered at the closing of the transactions contemplated by the Agreement with respect to each of the fourteen (14) Target Entities identified therein. A separate Affidavit in this form shall be completed and executed for each property-owning limited liability company constituting a Target Entity under the Agreement. This Affidavit is delivered to and for the benefit of Commonwealth National Title Insurance Company (the "Title Company"), with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, Attention: Kenneth Stanhope, Senior Vice President.
Section 1 — Affiant Identification and Authority
The undersigned, ____ (the "Affiant"), in his/her capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company (the "General Partner"), the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Owner" or "Seller"), being first duly sworn according to law, deposes and states as follows under penalty of perjury:
1.1. The Affiant is duly authorized to execute and deliver this Affidavit on behalf of Seller and on behalf of ____ (the "Company"), a Delaware limited liability company, which is the record owner of the real property more particularly described in Schedule A attached hereto and incorporated herein by reference (the "Property"). The Affiant makes this Affidavit based upon his/her personal knowledge and familiarity with the Property, the Company, and the transactions described herein.
1.2. The Company is a single-purpose entity formed under the laws of the State of Delaware and is a wholly owned subsidiary of Seller. Seller is the sole member of the Company and holds one hundred percent (100%) of the issued and outstanding membership interests in the Company. No other person or entity holds any membership interest, economic interest, or other equity interest in the Company.
1.3. The Property is being conveyed in connection with the transfer of one hundred percent (100%) of the membership interests in the Company to Buyer pursuant to the terms and conditions of the Agreement. The conveyance of the membership interests in the Company will result in the indirect transfer of fee simple title to the Property from Seller to Buyer.
1.4. This Affidavit is given to induce the Title Company to issue its ALTA Owner's Policy of Title Insurance (2021 form), together with such endorsements as may be requested by Buyer, insuring Buyer's interest in the Property in connection with the closing of the transactions contemplated by the Agreement (the "Closing"). The Affiant understands that the Title Company will rely on this Affidavit in determining the insurability of title to the Property and in issuing the owner's title insurance policy.
Section 2 — Identity of Owner / Chain of Title
2.1. The Company is the sole owner in fee simple absolute of the Property described in Schedule A attached hereto. The Company holds good, marketable, and insurable fee simple title to the Property, subject only to the Permitted Exceptions (as defined in the Agreement and set forth in Exhibit P thereto).
2.2. The Company acquired title to the Property by that certain deed or instrument recorded in Book __, Page __ (or as Document Number __), in the Official Records (or land records, as applicable) of __ County, State of __, on __, 20__. The recording reference for each Property shall be completed at the time of execution of this Affidavit for the applicable Target Entity.
2.3. No other person, entity, partnership, corporation, limited liability company, trust, or other organization has any ownership interest in the Property, whether legal or equitable, vested or contingent, recorded or unrecorded, other than the Company. No person or entity has acquired or claims to have acquired any interest in the Property by adverse possession, prescription, boundary by acquiescence, or any other theory of law or equity.
2.4. Seller is the sole member of the Company. The General Partner, Greystone Meridian Capital LLC (EIN: 83-1520984), is the sole general partner of Seller (EIN: 83-1647205). The Company's EIN is: ___. The organizational identification numbers of the foregoing entities are as follows: the General Partner (Delaware LLC File No. ___); Seller (Delaware LP File No. __); and the Company (Delaware LLC File No. __).
Section 3 — Possession and Parties in Possession
3.1. The Property is occupied by tenants under written lease agreements. A true, correct, and complete rent roll of all tenants in possession of, or having a right to possess, the Property (the "Rent Roll") has been delivered to Buyer as Exhibit H to the Agreement. The Rent Roll reflects eighty-seven (87) leases across the portfolio of fourteen (14) properties being transferred pursuant to the Agreement. The Rent Roll for the applicable Property accurately identifies each tenant, the leased premises, the lease commencement and expiration dates, the current monthly base rent, and the security deposit held by the Company with respect to each lease.
3.2. Other than the tenants identified on the Rent Roll (and their permitted subtenants, assignees, or licensees, if any, under the applicable lease), no party is in possession of any portion of the Property or has any right to possession of or occupancy of any portion of the Property, whether by lease, license, tenancy at will, tenancy at sufferance, or otherwise, except as disclosed in the Permitted Exceptions set forth in Exhibit P to the Agreement.
3.3. To the knowledge of the Affiant, no tenant identified on the Rent Roll has any option to purchase the Property or any portion thereof, or any right of first refusal or right of first offer to purchase the Property or any portion thereof, except as may be expressly set forth in such tenant's lease and as disclosed in the Rent Roll or the disclosure schedules to the Agreement.
3.4. To the knowledge of the Affiant, no tenant has asserted any claim of ownership of the Property or any portion thereof, and no tenant has claimed any right, title, or interest in the Property beyond the leasehold interest granted under the applicable lease.
Section 4 — Liens and Encumbrances
4.1. There are no outstanding mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, or other security instruments affecting the Property or any interest therein, other than those held by the existing mortgage lenders and described in Exhibit Q to the Agreement (the "Assumed Loan Documents"), which include the following (to the extent applicable to the Property that is the subject of this Affidavit):
(a) Pinnacle Federal Bank, N.A. — Master Loan Agreement dated September 15, 2020, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property);
(b) Veltrano Capital Lending Corp. — Loan Agreement dated February 1, 2021, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property); and
(c) Sycamore Life Insurance Company — Note Purchase Agreement dated November 22, 2019, in the original principal amount of $____, together with all amendments, modifications, and supplements thereto, as more particularly described in Exhibit Q to the Agreement (if applicable to the Property).
4.2. There are no unpaid or unsatisfied mortgages, deeds of trust, deeds to secure debt, judgments, tax liens, mechanic's liens, materialmen's liens, lis pendens, or other liens or encumbrances of any kind or nature whatsoever affecting the Property or any interest therein, whether recorded or unrecorded, except for: (i) the assumed mortgage debt under the Assumed Loan Documents described in Section 4.1 above; and (ii) the Permitted Exceptions set forth in Exhibit P to the Agreement.
4.3. All real property taxes, ad valorem taxes, special assessments, and governmental charges against the Property that are due and payable have been paid in full through the last installment due prior to the date of this Affidavit. The Company has not received any notice of any proposed special assessment or governmental charge against the Property that has not been disclosed to Buyer. The estimated annual aggregate real property taxes for the portfolio of fourteen (14) properties are Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000) (2024 estimate). Prorations of real property taxes and assessments shall be made at the Closing as of the proration date of June 6, 2024, in accordance with the terms set forth in the Agreement.
4.4. There are no delinquent assessments or charges owed to any homeowners' association, condominium association, property owners' association, or similar organization with respect to the Property.
Section 5 — Mechanic's Liens and Construction Activity
5.1. No improvements, alterations, renovations, or repairs have been made to the Property within the applicable statutory mechanic's lien period under the laws of the state in which the Property is located for which full payment has not been made. All contractors, subcontractors, laborers, suppliers, and materialmen who have performed work upon or furnished materials to the Property within the applicable statutory lien period have been paid in full for all such work and materials.
5.2. No labor or materials have been furnished to the Property within the applicable statutory lien period under the laws of the state in which the Property is located for which full payment has not been made. No person or entity has any claim or right to file a mechanic's lien, materialmen's lien, or similar statutory lien against the Property.
5.3. The Company has not entered into any construction contracts, renovation agreements, improvement agreements, or similar agreements with any contractor, subcontractor, architect, engineer, or other party that remain open, incomplete, or for which final payment has not been made. There are no pending or potential claims for mechanic's liens, materialmen's liens, or similar statutory liens against the Property, and no notices of intent to lien or preliminary lien notices have been served upon the Company with respect to the Property.
5.4. To the extent that any work, labor, or materials have been furnished to the Property within the applicable statutory lien period, all such work, labor, and materials have been fully paid for, and unconditional final lien waivers and releases have been obtained from all contractors, subcontractors, laborers, suppliers, and materialmen in connection therewith. Copies of all such lien waivers and releases have been delivered or made available to Buyer and the Title Company.
Section 6 — Judgments, Litigation, and Bankruptcy
6.1. There are no unsatisfied judgments of record against the Company, Seller, or Greystone Meridian Capital LLC, or against any officer, director, manager, member, or partner of any of the foregoing entities in their capacity as such, that could constitute a lien against the Property or otherwise affect or cloud the title to the Property.
6.2. There is no pending litigation, arbitration, mediation, administrative proceeding, or governmental investigation against the Company, Seller, or Greystone Meridian Capital LLC, or against any officer, director, manager, member, or partner of any of the foregoing entities in their capacity as such, that could affect title to the Property, result in a lien or encumbrance upon the Property, or otherwise impair the ability of the Company to convey good, marketable, and insurable title to the Property, except as disclosed in Exhibit J (List of Pending Litigation) to the Agreement. To the knowledge of the Affiant, no such litigation, arbitration, mediation, administrative proceeding, or governmental investigation is threatened or contemplated.
6.3. Neither the Company nor Seller is a debtor in any proceeding under the United States Bankruptcy Code (Title 11, United States Code), as amended, or under any state insolvency law, receivership proceeding, assignment for the benefit of creditors, or similar proceeding, whether voluntary or involuntary. No such proceeding has been filed, is pending, or, to the knowledge of the Affiant, is contemplated. Neither the Company nor Seller is insolvent or unable to pay its debts as they become due.
6.4. No attachments, executions, levies, garnishments, or assignments for the benefit of creditors have been made or filed against the Company, Seller, or the Property. No writ of execution, writ of attachment, or similar process has been issued or served with respect to the Property.
Section 7 — Unrecorded Interests and Agreements
7.1. There are no unrecorded contracts of sale, agreements of sale, purchase agreements, options to purchase, rights of first refusal, rights of first offer, rights of first negotiation, or other agreements of any kind or nature granting any party the right to acquire the Property or any interest therein, whether vested or contingent, present or future, except as disclosed in the disclosure schedules to the Agreement.
7.2. There are no unrecorded easements, restrictions, covenants, conditions, reservations, agreements, or other instruments or interests affecting the Property known to the Affiant, except for the Permitted Exceptions set forth in Exhibit P to the Agreement. To the knowledge of the Affiant, no party has claimed or asserted any unrecorded easement, prescriptive easement, easement by implication, or easement by necessity affecting the Property.
7.3. There are no unrecorded leases, license agreements, concession agreements, management agreements, or other occupancy agreements affecting the Property or granting any party the right to use, occupy, or possess any portion of the Property, other than those leases and occupancy agreements identified on the Rent Roll and disclosed to Buyer and the Title Company. All leases affecting the Property are in writing and have been delivered or made available to Buyer as part of the due diligence materials provided under the Agreement.
7.4. There are no unrecorded agreements, side letters, amendments, or modifications to any recorded instrument affecting the Property that have not been disclosed to Buyer and the Title Company.
Section 8 — Survey Matters
8.1. To the knowledge of the Affiant, the improvements situated on the Property are located entirely within the boundary lines of the Property and do not encroach upon adjoining properties, easements, rights-of-way, setback lines, building restriction lines, or other areas in which the construction or maintenance of improvements is restricted or prohibited, except as may be shown on the ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) (the "Survey") and as reflected in the Permitted Exceptions set forth in Exhibit P to the Agreement.
8.2. To the knowledge of the Affiant, no improvements on adjoining properties encroach upon the Property, except as may be shown on the Survey.
8.3. To the knowledge of the Affiant, there are no boundary disputes, boundary line disagreements, or encroachment claims between the Company and any adjoining property owner or occupant. The Company has not received any written notice from any adjoining property owner, governmental authority, or other party asserting a boundary dispute or encroachment claim with respect to the Property.
8.4. No portion of the Property has been conveyed, dedicated, condemned, or taken since the date of the most recent Survey of the Property, except as may have been disclosed in writing to Buyer and the Title Company. No condemnation or eminent domain proceeding is pending or, to the knowledge of the Affiant, threatened with respect to the Property or any portion thereof.
Section 9 — FIRPTA / Tax Status
9.1. Seller has separately delivered its Certificate of Non-Foreign Status (FIRPTA Certificate) pursuant to Exhibit O to the Agreement, certifying that Seller is not a "foreign person," "foreign partnership," "foreign trust," or "foreign estate" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Accordingly, Buyer is not required to withhold any portion of the purchase price or other amounts payable under the Agreement pursuant to Section 1445 of the Code.
9.2. The Company's taxpayer identification number (Employer Identification Number or "EIN") is as set forth in Section 1 of this Affidavit. The Company has timely filed, or caused to be timely filed, all federal, state, and local tax returns required to be filed with respect to the Property, and has paid, or caused to be paid, all taxes shown as due on such returns.
Section 10 — Environmental Matters
10.1. To the knowledge of the Affiant, there are no underground storage tanks ("USTs") currently located on, under, or at the Property, and no USTs have been previously removed from the Property without proper closure and remediation in accordance with applicable environmental laws, except as may be disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) (the "Phase I ESAs") and listed on Exhibit N to the Agreement.
10.2. To the knowledge of the Affiant, no hazardous substances, hazardous wastes, toxic substances, petroleum products, pollutants, contaminants, or other regulated materials (as such terms are defined under applicable federal, state, or local environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., and applicable state environmental laws) have been generated, released, discharged, stored, treated, or disposed of on, under, at, or from the Property in violation of applicable environmental laws, except as may be disclosed in the Phase I ESAs or other environmental reports delivered to Buyer and the Title Company in connection with the Agreement.
10.3. To the knowledge of the Affiant, the Company has not received any written notice from any governmental authority, regulatory agency, or other person or entity regarding any violation of environmental laws with respect to the Property, any pending or threatened environmental investigation or remediation action with respect to the Property, or any claim for environmental liability relating to the Property, except as may be disclosed in the environmental reports delivered to Buyer.
Section 11 — Status of Entity / Good Standing
11.1. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has not been dissolved, wound up, merged, or consolidated with any other entity, and no proceeding for the dissolution, winding up, merger, or consolidation of the Company is pending, contemplated, or, to the knowledge of the Affiant, threatened.
11.2. The Company is duly qualified to transact business and is in good standing in the state in which the Property is located, which is the State of ____ (to be completed at the time of execution: Georgia, Texas, Florida, Tennessee, or North Carolina, as applicable to the Property that is the subject of this Affidavit).
11.3. The Company has full power, authority, and legal capacity to own, hold, and convey the Property and to consummate the transactions contemplated by the Agreement, including without limitation the transfer of one hundred percent (100%) of the membership interests in the Company to Buyer.
11.4. The execution, delivery, and performance of this Affidavit, and the consummation of the transactions contemplated by the Agreement, have been duly authorized by all necessary action on the part of the Company, Seller, and the General Partner. No further consent, approval, authorization, or other action by any person, entity, governmental authority, or regulatory body is required in connection with the execution and delivery of this Affidavit or the consummation of the transactions contemplated by the Agreement, except as has already been obtained or will be obtained prior to the Closing.
Section 12 — Knowledge Limitation / Reliance
12.1. This Affidavit is made to the actual knowledge of the Affiant, as one of the designated "Seller's Knowledge Individuals" under the Agreement. The Seller's Knowledge Individuals, as defined in Section 1.1 of the Agreement, are Victor Lansdell, Elise Rathborne, and Sean Kilpatrick. For purposes of this Affidavit, "actual knowledge" means the present, conscious awareness of the Affiant of a particular fact or circumstance, without independent investigation, inquiry, or review of files or records, except as otherwise expressly specified in this Affidavit. The Affiant has not undertaken any independent investigation, title search, or review of public records in connection with the preparation and execution of this Affidavit, except to the extent that such investigation, search, or review was conducted in the ordinary course of the Affiant's duties as Co-Founder & Managing Partner of the General Partner.
12.2. This Affidavit is made for the purpose of inducing Commonwealth National Title Insurance Company to issue its ALTA Owner's Policy of Title Insurance (2021 form) insuring Buyer's interest in the Property, together with such endorsements as may be requested by Buyer, in connection with the Closing of the transactions contemplated by the Agreement. This Affidavit may be relied upon by the Title Company and by Buyer, and their respective successors and assigns, in connection with the issuance of the title insurance policy and the consummation of the transactions contemplated by the Agreement.
12.3. The Affiant understands that the Title Company is relying on the truth, accuracy, and completeness of the statements made herein in determining the insurability of title to the Property and in issuing its title insurance policy. The Affiant further understands that any material inaccuracy in the statements made herein may result in loss or damage to the Title Company and/or Buyer.
Section 13 — Indemnification
13.1. Seller hereby agrees to indemnify, defend, and hold harmless Commonwealth National Title Insurance Company, and its successors, assigns, agents, officers, directors, and employees, against any and all losses, costs, damages, claims, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the inaccuracy or untruth of any statement, representation, or warranty contained in this Affidavit; provided, however, that the indemnification obligations of Seller under this Section 13 shall be subject to the limitations on Seller's liability set forth in the Agreement, including without limitation:
(a) the General Rep Cap of Fifty-Five Million Dollars ($55,000,000), which shall apply to all representations and warranties of Seller other than Fundamental Representations (as defined in the Agreement); and
(b) the Fundamental Rep Cap of One Hundred Ten Million Dollars ($110,000,000), which shall apply to Fundamental Representations of Seller (as defined in the Agreement), to the extent that the statements in this Affidavit constitute or relate to Fundamental Representations.
13.2. This indemnification obligation shall survive the Closing and the issuance of the title insurance policy by the Title Company, and shall be enforceable in accordance with the terms and conditions of the Agreement, including without limitation the survival periods and other limitations on liability set forth therein.
13.3. Nothing in this Section 13 shall be construed to limit, modify, or expand the indemnification obligations of Seller or Buyer under the Agreement, or to create any indemnification obligation that is separate from or independent of the indemnification obligations set forth in the Agreement, except to the extent required to give effect to the Title Company's right to rely on this Affidavit as set forth herein.
FURTHER AFFIANT SAYETH NOT.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO OWNER'S AFFIDAVIT
IN WITNESS WHEREOF, the undersigned Affiant has executed this Affidavit as of the date set forth below.
AFFIANT:
By: ________
Name: ____
Title: Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, as sole General Partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, on behalf of itself and as sole member of ____ [Target Entity LLC]
Date: ________
NOTARIAL ACKNOWLEDGMENT
STATE OF ___
COUNTY OF ___
Before me, the undersigned Notary Public, on this _ day of ___, 2024, personally appeared ____, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, on behalf of itself and as sole member of ____ [Target Entity LLC], and that by his/her signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year in this certificate first above written.
________________________________________
Notary Public
Print Name: ________
My Commission Expires: ______
Commission Number: _____
[NOTARIAL SEAL]
SCHEDULE A
LEGAL DESCRIPTION OF THE PROPERTY
[Insert legal description of the applicable Property from Exhibit A to the Agreement.]
Separate Title Affidavits in this form shall be executed and delivered at the Closing for each of the following fourteen (14) properties, each of which is owned by a single-purpose Target Entity that is a wholly owned subsidiary of Seller:
[NOTE: A separate Title Affidavit in this form shall be executed and delivered at Closing for each of the fourteen (14) Target Entities listed above. All blanks shall be completed at the time of execution. This form is attached as Exhibit T to the Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust. The Affidavit shall be delivered to Commonwealth National Title Insurance Company, Attention: Kenneth Stanhope, SVP, at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, with a copy to Virginia Moorehead, AVP, National Counsel.]
No. | Property Name | Property Address | Target Entity LLC | EIN
1. | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA | GMP Fairfield I LLC | 84-2310561
2. | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA | GMP Fairfield II LLC | 84-2310578
3. | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX | GMP Westlake LLC | 84-2415693
4. | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX | GMP Katy LLC | 84-2415710
5. | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX | GMP Alliance LLC | 84-2415728
6. | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL | GMP Lakeland LLC | 84-2527834
7. | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL | GMP Southport LLC | 84-2527849
8. | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN | GMP Murfreesboro LLC | 84-2527856
9. | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA | GMP Buckhead LLC | 84-2639901
10. | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC | GMP SouthPark LLC | 84-2639918
11. | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN | GMP Cool Springs LLC | 84-2639925
12. | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL | GMP Brickell LLC | 84-2639932
13. | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA | GMP Peachtree LLC | 84-2741063
14. | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN | GMP Mount Juliet LLC | 84-2741070

EXHIBIT T

FORM OF TITLE AFFIDAVIT (SELLER)

OWNER'S AFFIDAVIT

FURTHER AFFIANT SAYETH NOT.

SIGNATURE PAGE TO OWNER'S AFFIDAVIT

AFFIANT:

NOTARIAL ACKNOWLEDGMENT

SCHEDULE A

LEGAL DESCRIPTION OF THE PROPERTY

Record

Parties

Dates

Amounts