SCHEDULE 1

SCHEDULE 1
GENERAL DISCLOSURE SCHEDULES
to the
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")
RELATING TO THE ACQUISITION OF 100% OF THE MEMBERSHIP INTERESTS IN THE FOLLOWING TARGET ENTITIES:
Each of the following entities is a Delaware limited liability company and is wholly owned by Greystone Meridian Partners Fund III, L.P.:
INTRODUCTORY NOTES AND QUALIFICATIONS
The following introductory notes and qualifications apply to and are incorporated by reference into each of the General Disclosure Schedules set forth herein.
1.  Relationship to the Agreement. These General Disclosure Schedules (collectively, this "Schedule 1") are delivered by Seller to Buyer pursuant to, and form an integral part of, that certain Purchase and Sale Agreement dated as of February 28, 2024 (including all exhibits, schedules, and amendments thereto, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Capitalized terms used but not defined in these Disclosure Schedules shall have the meanings ascribed to such terms in the Agreement.
2.  No Admission of Materiality or Liability. The inclusion of any item, matter, or information in these Disclosure Schedules shall not be deemed an admission or acknowledgment by Seller that such item, matter, or information is material, constitutes or has resulted in a breach or violation of any representation, warranty, covenant, or agreement set forth in the Agreement, or gives rise to or could reasonably be expected to give rise to any liability of Seller or any Target Entity. Certain items and information are disclosed herein for informational purposes only and out of an abundance of caution, and such disclosure shall not be construed as expanding the scope of any representation, warranty, covenant, or agreement of Seller contained in the Agreement beyond the express terms thereof.
3.  Cross-Reference and Deemed Disclosure. The disclosure of any item, matter, or information in any particular schedule herein shall be deemed to be disclosed with respect to, and shall be deemed to qualify and supplement, each and every other schedule of these Disclosure Schedules to the extent that the relevance of such item, matter, or information to such other schedule is reasonably apparent on the face of such disclosure without the need for independent investigation. Headings and schedule designations are provided for convenience of reference only and shall not limit or affect the applicability of any disclosure to any other section of the Agreement or any other schedule herein.
4.  Materiality Thresholds. References to specific dollar amounts, materiality thresholds, or other quantitative measures in these Disclosure Schedules are included solely for informational purposes and are not intended to establish, and shall not be deemed to establish, any standard of materiality for purposes of the Agreement or for any other purpose. The fact that a given item, matter, or contract is disclosed herein based on a particular dollar threshold does not mean that items, matters, or contracts below such threshold are not material for purposes of the Agreement.
5.  Seller's Knowledge Individuals. For purposes of these Disclosure Schedules, the term "Seller's Knowledge" or "to Seller's Knowledge" means the actual knowledge, after reasonable inquiry, of the following individuals (the "Knowledge Individuals"):
(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;
(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and
(c) Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC.
6.  Supplement and Qualification. These Disclosure Schedules supplement and qualify the representations and warranties of Seller set forth in Article III of the Agreement. In addition to the general disclosures made herein, Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) are delivered concurrently herewith and provide additional property-level disclosures for each individual Target Entity and its respective property. In the event of any conflict between a General Disclosure Schedule and a Property-Specific Disclosure Schedule, the Property-Specific Disclosure Schedule shall control with respect to the applicable Target Entity.
7.  Documents Incorporated by Reference. Certain documents, agreements, reports, and other materials are referenced herein and are made available to Buyer in the virtual data room maintained by Seller (the "Data Room"). The descriptions of such documents contained herein are qualified in their entirety by reference to the full text of such documents as provided in the Data Room.
8.  Date of Information. Unless otherwise specified, the information contained in these Disclosure Schedules is current as of the date of the Agreement (February 28, 2024). Seller's obligation to update or supplement these Disclosure Schedules, if any, is governed by the terms and conditions of the Agreement.
SCHEDULE 1.1
Organization and Authority
(Reference: Section 3.1 of the Agreement)
I. Seller
Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller") is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMP Fund III was formed on May 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State on such date. The following organizational and identifying information pertains to Seller:
•  Legal Name: Greystone Meridian Partners Fund III, L.P.
•  Jurisdiction of Formation: Delaware
•  Entity Type: Limited Partnership
•  Employer Identification Number (EIN): 83-1647205
•  Delaware Registered Agent: Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801
•  Principal Office Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
•  Fund Vintage Year: 2018
•  Fund Size (Total Commitments): $2,400,000,000
II. General Partner
The general partner of GMP Fund III is Greystone Meridian Capital LLC ("GMC"), a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMC has full power and authority to act on behalf of GMP Fund III in all matters relating to the transactions contemplated by the Agreement, including the execution and delivery of the Agreement and the consummation of the transactions contemplated thereby, in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of GMP Fund III, dated as of June 1, 2018, as amended (the "Partnership Agreement"). The following organizational and identifying information pertains to GMC:
•  Legal Name: Greystone Meridian Capital LLC
•  Jurisdiction of Formation: Delaware
•  Entity Type: Limited Liability Company
•  Employer Identification Number (EIN): 83-1520984
•  Principal Office Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
III. Managing Partners
The managing members of Greystone Meridian Capital LLC, each of whom is authorized to execute the Agreement and all ancillary documents on behalf of Seller, are:
•  Victor Lansdell, Co-Founder & Managing Partner
•  Elise Rathborne, Co-Founder & Managing Partner
IV. Fund Formation Counsel
GMP Fund III was formed and is advised by Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019.
V. Target Entities
Each of the following Target Entities is a Delaware single-purpose limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Target Entity is wholly owned (100% of the issued and outstanding membership interests) by GMP Fund III. The following table sets forth the legal name and Employer Identification Number of each Target Entity:
Each Target Entity is qualified to do business as a foreign limited liability company in the state where its respective property is located, as follows:
•  Georgia: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC
•  Texas: GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC
•  Florida: GMP Lakeland LLC, GMP Southport LLC, GMP Brickell LLC
•  Tennessee: GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC
•  North Carolina: GMP SouthPark LLC
No Target Entity conducts business or has assets in any jurisdiction other than (i) the State of Delaware (its jurisdiction of formation) and (ii) the state in which its respective property is located. No exceptions to the foregoing are noted.
SCHEDULE 1.2
Consents and Approvals
(Reference: Section 3.2 of the Agreement)
The following consents, approvals, waivers, and notifications are required in connection with the execution, delivery, and performance of the Agreement by Seller and the transfer of 100% of the membership interests in each Target Entity to Buyer:
I. Lender Consents (Change of Control)
The transfer of 100% of the membership interests in each Target Entity from GMP Fund III to Buyer constitutes a "change of control" or "transfer" (as such terms are defined in the applicable loan documents) under each of the existing mortgage loan agreements encumbering the properties owned by the Target Entities. Accordingly, the following lender consents are required as a condition to the closing of the transactions contemplated by the Agreement:
A. Pinnacle Federal Bank, N.A.
•  Loan Facility: Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022 (collectively, the "Pinnacle Loan Agreement"), among Pinnacle Federal Bank, N.A. ("Pinnacle"), as lender, and 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, as borrowers.
•  Individual Loans: Loans 1-A through 1-H (eight individual loans, each secured by a separate logistics property).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $421,600,000.
•  Properties Secured: Fairfield Logistics Center I (Fairfield, GA), Fairfield Logistics Center II (Fairfield, GA), Westlake Distribution Hub (Westlake, TX), Katy Freeway Logistics Park (Katy, TX), Alliance Commerce Center (Fort Worth, TX), Lakeland Crossings Industrial (Lakeland, FL), Southport Logistics Park (Tampa, FL), and Murfreesboro Distribution Center (Murfreesboro, TN).
•  Lender Contact: Bradley Carston, Senior Vice President, Pinnacle Federal Bank, N.A.
•  Lender's Counsel: Whitfield & Archer LLP (Sandra Whitfield, Partner), 717 Texas Avenue, Suite 2500, Houston, Texas 77002.
•  Consent Fee: 0.25% of the aggregate outstanding principal balance, equal to $1,054,000.
•  Status: Application for consent submitted by Seller on January 22, 2024. Consent process is ongoing as of the date hereof.
B. Veltrano Capital Lending Corp.
•  Loan Facility: Loan Agreement dated February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated August 15, 2022, and that certain Second Amendment to Loan Agreement dated January 10, 2023 (collectively, the "Veltrano Loan Agreement"), among Veltrano Capital Lending Corp. ("Veltrano"), as lender, and GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC, as borrowers.
•  Individual Loans: Loans 2-A through 2-D (four individual loans, each secured by a separate office property).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $142,300,000.
•  Properties Secured: Buckhead Place Office Tower (Atlanta, GA), SouthPark Corporate Center (Charlotte, NC), Cool Springs Office Park (Franklin, TN), and Brickell Bay Office Building (Miami, FL).
•  Lender Contact: Denise Alvarado, Managing Director, Veltrano Capital Lending Corp.
•  Lender's Counsel: Cranford McCabe LLP (Leo Cranford, Partner), 100 Southeast Second Street, Suite 3000, Miami, Florida 33131.
•  Consent Fee: 0.50% of the aggregate outstanding principal balance, equal to $711,500.
•  Status: Application for consent submitted by Seller on January 29, 2024. Consent process is ongoing as of the date hereof.
C. Sycamore Life Insurance Company
•  Loan Facility: Note Purchase Agreement dated November 22, 2019, as amended by that certain First Amendment to Note Purchase Agreement dated April 15, 2021 (collectively, the "Sycamore NPA"), among Sycamore Life Insurance Company ("Sycamore"), as noteholder, and GMP Peachtree LLC and GMP Mount Juliet LLC, as borrowers.
•  Individual Loans: Loans 3-A and 3-B (two individual loans, each secured by a separate logistics property).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $48,100,000.
•  Properties Secured: Peachtree Corners Logistics Center (Peachtree Corners, GA) and Mount Juliet Commerce Park (Mount Juliet, TN).
•  Lender Contact: Graham Hilliard, Vice President, Sycamore Life Insurance Company.
•  Lender's Counsel: Partridge Wynn & Slater LLP (Claire Wynn, Partner), 100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103.
•  Consent Fee: 0.125% of the aggregate outstanding principal balance, equal to $60,125.
•  Status: Application for consent submitted by Seller on February 5, 2024. Consent process is ongoing as of the date hereof.
D. Summary of Lender Consent Fees and Cost Allocation
Pursuant to Section 9.3 of the Agreement, the total consent fees of $1,825,625 shall be borne equally (50/50) by Buyer and Seller, with each party responsible for $912,812.50.
E. Replacement Carve-Out Guaranty Requirements
Each of the three lenders identified above requires, as a condition to granting its consent to the transfer, the execution and delivery of a replacement carve-out guaranty by Fairwater Real Estate Investment Trust (or a wholly owned subsidiary acceptable to the applicable lender), replacing Greystone Meridian Partners Fund III, L.P. as guarantor under the applicable loan documents. The replacement guarantor must satisfy the following minimum financial covenants, which are consistent across all three loan facilities:
(i) Minimum tangible net worth of not less than $500,000,000, tested as of the date of execution of the replacement guaranty and annually thereafter; and
(ii) Minimum liquid assets of not less than $50,000,000, tested as of the date of execution of the replacement guaranty and quarterly thereafter.
Buyer has represented in Section 4.5 of the Agreement that it satisfies, and will continue to satisfy through the closing date, the foregoing minimum financial covenants.
II. Property Management Agreement Termination
The Master Property Management Agreement dated January 1, 2020 (the "PMA"), between each Target Entity and Argyle Property Services LLC ("Argyle"), a Seller affiliate, must be terminated effective as of the closing date. Argyle's organizational information is as follows:
•  Legal Name: Argyle Property Services LLC
•  EIN: 83-2905441
•  Principal Office Address: 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326
•  Portfolio Manager: Sean Kilpatrick
The PMA is terminable by either party upon thirty (30) days' prior written notice without payment of any termination fee or penalty. No consent of any third party is required for the termination of the PMA. Seller shall deliver written notice of termination to Argyle no later than thirty (30) days prior to the anticipated closing date.
III. Operating Account Bank Notification
Notification is required to Magnolia Commerce Bank, N.A. regarding the change of authorized signatories for each Target Entity's operating account(s) maintained at such institution. The relevant contact information is as follows:
•  Bank: Magnolia Commerce Bank, N.A.
•  Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303
•  Contact: Linda Prescott, Vice President, Commercial Banking
•  EIN: 58-1834672
New signature cards and authorization forms will be executed by authorized representatives of Buyer promptly following closing. Seller will cooperate with Buyer in effectuating the transition of banking authority as provided in the Transition Services Agreement (Exhibit L to the Agreement).
IV. Tenant Consents and Notifications
Certain leases within the portfolio contain provisions requiring landlord notification to tenants in the event of a change of ownership or control of the landlord entity. Based on a review of the lease portfolio, no tenant consent is required in connection with the entity-level transfer of the membership interests in the Target Entities. However, tenant notification letters will be distributed by the applicable Target Entity (under Buyer's direction) promptly following the closing, in compliance with applicable state landlord-tenant notification requirements.
As a condition to closing under Section 6.2(h) of the Agreement, Seller shall use commercially reasonable efforts to obtain and deliver to Buyer the following:
(a) Estoppel Certificates: Tenant estoppel certificates substantially in the form attached as Exhibit J to the Agreement from tenants representing at least eighty percent (80%) of the aggregate in-place annual base rent across the portfolio ($59,840,000 of $74,800,000 annual base rent) and from every tenant occupying 25,000 or more rentable square feet ("Major Tenants").
(b) Subordination, Non-Disturbance, and Attornment Agreements (SNDAs): SNDAs substantially in the form attached as Exhibit K to the Agreement from all Major Tenants (defined as tenants with annual base rent of $1,500,000 or more per annum). Based on the current rent roll, thirty-eight (38) Major Tenant SNDAs are required to be delivered.
V. State and Local Government Filings
The following state and local government filings are required in connection with the transactions contemplated by the Agreement:
(a) Foreign Qualification Updates: Updates to foreign qualification filings in Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable, to reflect the change in ownership of each Target Entity.
(b) Controlling-Interest Transfer Tax Filings: Where applicable, filings in connection with controlling-interest transfer taxes imposed on the transfer of ownership interests in entities that own real property, as further described in Schedule 1.8 (Tax Matters).
(c) Annual Report Filings: To the extent any annual report filing deadlines fall within the period between execution of the Agreement and closing, Seller shall timely file (or cause the applicable Target Entity to timely file) all required annual reports.
SCHEDULE 1.3
No Conflicts / Violations
(Reference: Section 3.3 of the Agreement)
No exceptions are disclosed. The execution, delivery, and performance of the Agreement by Seller and the consummation of the transactions contemplated thereby, including the transfer of 100% of the membership interests in each Target Entity to Buyer, do not and will not:
(a) conflict with, or result in a breach or violation of, any provision of the organizational documents of Seller, Greystone Meridian Capital LLC, or any Target Entity;
(b) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of rights under, any material contract, agreement, instrument, permit, license, or obligation to which Seller or any Target Entity is a party or by which any of their respective assets are bound;
(c) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance upon any of the membership interests in any Target Entity or upon any property owned by any Target Entity (other than as expressly contemplated by the Agreement); or
(d) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Seller or any Target Entity or any of their respective properties or assets;
except, in each case, as otherwise disclosed in Schedule 1.2 (Consents and Approvals) with respect to required lender consents under the Pinnacle Loan Agreement, the Veltrano Loan Agreement, and the Sycamore NPA, the obtaining of which is a condition to closing under Section 6.1(b) of the Agreement.
SCHEDULE 1.4
Material Contracts
(Reference: Section 3.4 of the Agreement)
The following is a list of material contracts to which any Target Entity is a party or by which any Target Entity or its assets are bound, other than (i) tenant leases, which are disclosed on the rent roll attached as Exhibit H to the Agreement and in the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14), and (ii) loan documents relating to the assumed indebtedness, which are listed on Exhibit Q to the Agreement and described in Schedule 1.5 below.
I. Property Management Agreement
•  Agreement: Master Property Management Agreement dated January 1, 2020 (the "PMA"), by and among each Target Entity, severally (and not jointly), and Argyle Property Services LLC ("Argyle"), as property manager.
•  Scope: Management, operation, and leasing of all 14 properties in the portfolio.
•  Management Fee: 3.0% of effective gross revenues across the portfolio, calculated and payable monthly in arrears.
•  Term / Termination: The PMA has no fixed expiration date and is terminable by either party upon thirty (30) days' prior written notice without the payment of any termination fee or penalty.
•  Disposition at Closing: The PMA will be terminated effective as of the closing date. See Schedule 1.2 (Consents and Approvals) for additional detail.
II. Property-Level Service Contracts
•  There are sixty-three (63) property-level service contracts in effect across the portfolio as of the date hereof. These service contracts cover the following categories of services: landscaping, janitorial, security, elevator maintenance, HVAC maintenance, fire and life safety systems maintenance, pest control, trash removal, and related building services.
•  A complete list of all property-level service contracts, including counterparty name, scope of services, monthly contract amount, term, and termination provisions, is set forth on Exhibit I to the Agreement.
•  Twelve (12) of the sixty-three (63) service contracts have been identified by Buyer's property management team for recommended termination following closing. Such contracts are specifically identified on Exhibit I. Each of these twelve contracts is terminable upon thirty (30) days' or fewer prior written notice without penalty.
•  All remaining fifty-one (51) service contracts are either (a) assignable in connection with the entity-level transfer of the membership interests in the applicable Target Entity by their terms or by operation of law, or (b) run with the applicable property and do not require assignment or consent in connection with the transfer.
III. Reciprocal Easement Agreements and CC&Rs
Where applicable, the properties owned by the Target Entities are subject to reciprocal easement agreements, declarations of covenants, conditions, and restrictions, and similar instruments that have been recorded against the applicable properties. Such instruments are disclosed in the title commitments delivered to Buyer and are set forth in Exhibit P (Permitted Exceptions) to the Agreement. The following are specifically noted:
(a) Fairfield Logistics Center I and II: Declaration of Covenants and Reciprocal Easement Agreement dated March 15, 2019, recorded in Deed Book 4217, Page 385, in the Office of the Clerk of the Superior Court of Fulton County, Georgia, among GMP Fairfield I LLC, GMP Fairfield II LLC, and certain adjacent parcel owners. This instrument governs shared access roads, stormwater management facilities, cross-access easements, and maintenance cost sharing among the parcels within the Fairfield Logistics Center development.
(b) Alliance Commerce Center: Declaration of Covenants, Conditions, and Restrictions for Alliance Gateway Commerce Park dated June 1, 2018, recorded as Document No. D218-147295 in the Official Public Records of Tarrant County, Texas. This instrument establishes development standards, signage guidelines, landscaping requirements, shared infrastructure maintenance obligations, and architectural review procedures applicable to all parcels within the Alliance Gateway Commerce Park development.
IV. Parking Agreements
•  Buckhead Place Office Tower: Parking License Agreement dated April 1, 2019, between GMP Buckhead LLC, as licensee, and 3380 Parking Associates LLC, as licensor, pursuant to which GMP Buckhead LLC has the right to use one hundred eighty (180) reserved parking spaces in the adjacent multi-level parking structure located at 3380 Peachtree Road NE, Atlanta, Georgia 30326. The license has a term expiring March 31, 2029, with one (1) five-year renewal option exercisable by the licensee upon not less than twelve (12) months' prior written notice. Monthly license fee is $27,000 ($150 per space per month), subject to annual escalation of 2.5% per annum. The Parking License Agreement is assignable in connection with the transfer of ownership of the Buckhead Place Office Tower property or the membership interests in GMP Buckhead LLC, subject to written notice to the licensor.
V. Telecommunications License Agreements
•  Various rooftop antenna and telecommunications riser license agreements are in effect at the following properties:
•  Buckhead Place Office Tower (GMP Buckhead LLC)
•  SouthPark Corporate Center (GMP SouthPark LLC)
•  The specific terms, counterparties, and revenue attributable to each such agreement are set forth in the Property-Specific Disclosure Schedules for the applicable Target Entities (Schedule 2-9 for GMP Buckhead LLC and Schedule 2-10 for GMP SouthPark LLC).
No other material contracts exist to which any Target Entity is a party or by which any Target Entity's assets are bound, other than as disclosed above, on the Exhibits referenced herein, or in the Property-Specific Disclosure Schedules.
SCHEDULE 1.5
Assumed Indebtedness
(Reference: Section 3.5 of the Agreement)
The following is a summary of all indebtedness of the Target Entities that is outstanding as of the date hereof and that will be assumed by Buyer (through its acquisition of the membership interests in the Target Entities) at the closing of the transactions contemplated by the Agreement. All loan documents relating to the indebtedness described below are listed in detail on Exhibit Q to the Agreement.
I. Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H
•  Loan Agreement: Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022 (collectively, the "Pinnacle Loan Agreement").
•  Lender: Pinnacle Federal Bank, N.A.
•  Borrowers: 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.
•  Number of Individual Loans: Eight (8) (designated as Loans 1-A through 1-H).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $421,600,000.
•  Interest Rate: Fixed rate of 4.22% per annum.
•  Maturity Date: July 1, 2028.
•  Amortization: Interest-only through July 1, 2025; thereafter, 30-year amortization schedule with a balloon payment at maturity.
•  Collateral: First-priority deeds of trust and mortgages encumbering each of the eight (8) logistics properties (Fairfield Logistics Center I, Fairfield Logistics Center II, Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, and Murfreesboro Distribution Center), together with assignments of leases and rents, UCC financing statements, and related security instruments.
•  Current Guarantor: Greystone Meridian Partners Fund III, L.P. (to be replaced by Fairwater Real Estate Investment Trust at closing).
•  Guarantee Type: Carve-out (non-recourse) guaranty for customary "bad boy" acts, environmental indemnity, and completion guaranty with respect to any outstanding tenant improvement obligations.
II. Veltrano Capital Lending Corp. — Loans 2-A through 2-D
•  Loan Agreement: Loan Agreement dated February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated August 15, 2022, and that certain Second Amendment to Loan Agreement dated January 10, 2023 (collectively, the "Veltrano Loan Agreement").
•  Lender: Veltrano Capital Lending Corp.
•  Borrowers: GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC.
•  Number of Individual Loans: Four (4) (designated as Loans 2-A through 2-D).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $142,300,000.
•  Interest Rate: Fixed rate of 4.68% per annum.
•  Maturity Date: March 1, 2029.
•  Amortization: Interest-only through March 1, 2024; thereafter, 25-year amortization schedule with a balloon payment at maturity.
•  Collateral: First-priority deeds of trust and mortgages encumbering each of the four (4) office properties (Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building), together with assignments of leases and rents, UCC financing statements, and related security instruments.
•  Current Guarantor: Greystone Meridian Partners Fund III, L.P. (to be replaced by Fairwater Real Estate Investment Trust at closing).
•  Guarantee Type: Carve-out (non-recourse) guaranty for customary "bad boy" acts and environmental indemnity.
III. Sycamore Life Insurance Company — Loans 3-A and 3-B
•  Loan Agreement: Note Purchase Agreement dated November 22, 2019, as amended by that certain First Amendment to Note Purchase Agreement dated April 15, 2021 (collectively, the "Sycamore NPA").
•  Noteholder: Sycamore Life Insurance Company.
•  Borrowers: GMP Peachtree LLC and GMP Mount Juliet LLC.
•  Number of Individual Loans: Two (2) (designated as Loans 3-A and 3-B).
•  Aggregate Outstanding Principal Balance as of 2/28/2024: $48,100,000.
•  Interest Rate: Fixed rate of 3.95% per annum.
•  Maturity Date: December 1, 2030.
•  Amortization: 30-year amortization schedule from the date of origination; no interest-only period remaining.
•  Collateral: First-priority deeds of trust and deeds to secure debt encumbering each of the two (2) logistics properties (Peachtree Corners Logistics Center and Mount Juliet Commerce Park), together with assignments of leases and rents, UCC financing statements, and related security instruments.
•  Current Guarantor: Greystone Meridian Partners Fund III, L.P. (to be replaced by Fairwater Real Estate Investment Trust at closing).
•  Guarantee Type: Carve-out (non-recourse) guaranty for customary "bad boy" acts, environmental indemnity, and completion guaranty.
IV. Summary of Assumed Indebtedness
No other indebtedness of any Target Entity exists as of the date hereof, whether secured or unsecured, other than trade payables and accrued liabilities arising in the ordinary course of business and reflected in the financial statements delivered to Buyer. A complete list of all loan documents for each loan facility is set forth on Exhibit Q to the Agreement.
SCHEDULE 1.6
Litigation and Proceedings
(Reference: Section 3.6 of the Agreement)
The following is a description of all pending or, to Seller's Knowledge, threatened litigation, claims, actions, suits, arbitrations, investigations, or proceedings relating to any Target Entity or any property owned by a Target Entity:
I. GMP SouthPark LLC — Tenant HVAC Dispute (Resolved)
•  Target Entity: GMP SouthPark LLC (initially misdirected correspondence addressed to GMP Buckhead LLC has been corrected; the matter relates to SouthPark Corporate Center).
•  Claimant: Birchwood Technology Group Inc., tenant at SouthPark Corporate Center, Suite 600.
•  Nature of Matter: On November 8, 2023, counsel to Birchwood Technology Group Inc. delivered an informal demand letter to GMP SouthPark LLC (initially directed to GMP Buckhead LLC in error) alleging that the HVAC system serving Suite 600 at SouthPark Corporate Center was deficient, resulting in inadequate ambient temperature control and interference with tenant's use and enjoyment of the premises. The letter demanded remediation of the HVAC deficiency and reserved the tenant's right to seek rent abatement.
•  Status: Seller promptly engaged an HVAC contractor (Southern Comfort Mechanical LLC) to assess and remediate the condition. The assessment identified a malfunctioning variable air volume (VAV) box and an undersized condensing unit serving the affected area. Remediation was completed in December 2023, including replacement of the VAV box and installation of an appropriately sized condensing unit. The total cost of remediation was $42,000, which was paid by GMP SouthPark LLC in January 2024.
•  Current Status: No formal litigation has been filed. No rent abatement was granted. Birchwood Technology Group Inc. has acknowledged satisfaction with the remediation. This matter is considered resolved.
•  Estimated Remaining Exposure: None.
II. GMP Lakeland LLC — Slip-and-Fall Personal Injury Claim
•  Target Entity: GMP Lakeland LLC.
•  Case Caption: Maria Elena Fuentes v. GMP Lakeland LLC, Case No. 53-2024-CA-000247, Circuit Court of the Tenth Judicial Circuit, in and for Polk County, Florida.
•  Nature of Matter: Personal injury claim filed January 15, 2024, by Maria Elena Fuentes, a visitor to Lakeland Crossings Industrial, alleging injuries sustained as a result of a slip-and-fall incident in the parking lot of the property. The complaint alleges that GMP Lakeland LLC was negligent in failing to maintain the parking lot surface in a safe condition, specifically referencing an alleged oil slick in the parking area near Building C.
•  Insurance Coverage: The claim is covered under Seller's commercial general liability insurance policy maintained with Ironclad Indemnity Insurance Company (Policy No. IIC-GL-2024-03715). The applicable policy has a per-occurrence limit of $1,000,000, subject to a $10,000 per-occurrence deductible.
•  Defense Counsel: Palmetto Strauss PA, 200 South Orange Avenue, Suite 1200, Orlando, Florida 32801 (retained by Ironclad Indemnity Insurance Company).
•  Estimated Exposure: Under $75,000 based on preliminary assessment by defense counsel.
•  Current Status: Defendant has been served. An answer and affirmative defenses were filed on February 20, 2024. Discovery has not yet commenced. No mediation or trial date has been set.
III. GMP Alliance LLC — Mechanics' Lien
•  Target Entity: GMP Alliance LLC.
•  Lien Claimant: Lone Star Paving & Striping Co.
•  Nature of Matter: Mechanics' and materialman's lien affidavit filed October 25, 2023, in the Official Public Records of Tarrant County, Texas (Document No. D223-298415), in the amount of $127,500, relating to parking lot re-striping and minor surface repair work performed at Alliance Commerce Center.
•  Dispute: Seller acknowledges that Lone Star Paving & Striping Co. performed work at Alliance Commerce Center under a purchase order issued by Argyle Property Services LLC on behalf of GMP Alliance LLC. Seller disputes approximately $31,000 of the claimed amount, asserting that such amount relates to work that was either not authorized under the purchase order or was not performed to specification.
•  Resolution: Seller has undertaken to bond or discharge this mechanics' lien prior to closing as a Mandatory Cure Item pursuant to Section 5.3 of the Agreement. Seller's counsel (Blackridge Hayes LLP) is in communication with counsel for Lone Star Paving & Striping Co. regarding a negotiated resolution. Resolution is anticipated prior to the closing date.
•  Estimated Exposure: Up to $127,500 (full lien amount), less the disputed amount of approximately $31,000.
Other than the foregoing, no Target Entity is a party to, and to Seller's Knowledge, no Target Entity has been threatened with, any litigation, claim, action, suit, arbitration, investigation, or proceeding (whether civil, criminal, administrative, or otherwise) before any court, tribunal, arbitrator, governmental authority, or other body relating to any Target Entity, any property owned by a Target Entity, or the transactions contemplated by the Agreement.
SCHEDULE 1.7
Environmental Matters
(Reference: Section 3.7 of the Agreement)
The following is a summary of environmental conditions, assessments, and related matters pertaining to the properties owned by the Target Entities:
I. Phase I Environmental Site Assessments
Phase I Environmental Site Assessments ("Phase I ESAs") were conducted for all fourteen (14) properties in the portfolio in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. All Phase I ESAs were prepared by the following environmental consultant:
•  Consultant: Trident Environmental Group LLC
•  Project Manager: Rachel Kwan, Senior Environmental Scientist
•  Address: 5500 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416
The individual Phase I ESA reports for each property are listed on Exhibit N to the Agreement and have been made available to Buyer in the Data Room.
II. Properties with Clean Results (No Recognized Environmental Conditions)
Twelve (12) of the fourteen (14) properties received Phase I ESA reports identifying no Recognized Environmental Conditions ("RECs"), Controlled RECs ("CRECs"), Historical RECs ("HRECs"), or de minimis conditions requiring further investigation. These twelve properties are:
1.  Fairfield Logistics Center I (GMP Fairfield I LLC)
2.  Fairfield Logistics Center II (GMP Fairfield II LLC)
3.  Katy Freeway Logistics Park (GMP Katy LLC)
4.  Alliance Commerce Center (GMP Alliance LLC)
5.  Southport Logistics Park (GMP Southport LLC)
6.  Murfreesboro Distribution Center (GMP Murfreesboro LLC)
7.  Buckhead Place Office Tower (GMP Buckhead LLC)
8.  SouthPark Corporate Center (GMP SouthPark LLC)
9.  Cool Springs Office Park (GMP Cool Springs LLC)
10.  Brickell Bay Office Building (GMP Brickell LLC)
11.  Peachtree Corners Logistics Center (GMP Peachtree LLC)
12.  Mount Juliet Commerce Park (GMP Mount Juliet LLC)
III. Properties with De Minimis Recognized Environmental Conditions (Controlled)
Two (2) of the fourteen (14) properties received Phase I ESA reports identifying de minimis RECs, as described below. In each case, the identified condition has been characterized by Trident Environmental Group LLC as de minimis and controlled, and no further investigation was recommended.
A. Westlake Distribution Hub (GMP Westlake LLC)
•  Condition Identified: De minimis REC relating to the historical use of an adjacent parcel (to the east of the subject property) as a petroleum distribution facility operated by a third party. Historical records indicate that the adjacent facility was in operation from approximately 1972 to 1998 and underwent environmental remediation under the oversight of the Texas Commission on Environmental Quality ("TCEQ") between 2001 and 2008. The TCEQ issued a "No Further Action" letter for the adjacent parcel in 2008.
•  Subject Property Impact: No contamination was detected on the subject property (Westlake Distribution Hub) during the Phase I ESA investigation. Groundwater monitoring well data from the adjacent parcel, reviewed as part of the Phase I ESA, confirms that contaminant levels in groundwater are below applicable TCEQ Protective Concentration Levels ("PCLs") and action levels. No vapor intrusion pathway was identified as a concern for the subject property.
•  Consultant Recommendation: No further investigation required. Condition characterized as de minimis and controlled.
B. Lakeland Crossings Industrial (GMP Lakeland LLC)
•  Condition Identified: De minimis REC relating to a former above-ground storage tank ("AST") pad located on the southeast corner of the subject property. Historical records indicate that a 2,000-gallon diesel fuel AST was formerly located on the site, used in connection with the property's prior use as a regional trucking facility. The AST and its associated containment pad were removed in 2017, prior to Seller's acquisition of the property.
•  Subject Property Impact: A closure report prepared in connection with the AST removal was submitted to and approved by the Florida Department of Environmental Protection ("FDEP") in 2017. The closure report confirmed that soil and groundwater sampling conducted at the time of AST removal detected no residual contamination above applicable FDEP Cleanup Target Levels ("CTLs"). The FDEP issued a "Site Rehabilitation Completion Order" for the AST area on November 3, 2017.
•  Consultant Recommendation: No further investigation required. Condition characterized as de minimis and controlled.
IV. Phase II Environmental Site Assessments
No Phase II Environmental Site Assessment was required or conducted for any of the fourteen (14) properties in the portfolio based on the results of the Phase I ESAs.
V. Additional Environmental Representations
(a) No Target Entity has received any notice of violation, citation, complaint, order, directive, or request for information from any federal, state, or local environmental regulatory authority, including without limitation the U.S. Environmental Protection Agency, any state environmental agency, or any local health department or environmental authority.
(b) No underground storage tanks ("USTs") are present at, or to Seller's Knowledge have ever been present at, any of the fourteen (14) properties, other than the former AST at Lakeland Crossings Industrial described above.
(c) No asbestos-containing materials ("ACM"), lead-based paint ("LBP"), or polychlorinated biphenyls ("PCBs") were identified in concentrations exceeding applicable regulatory thresholds at any of the fourteen (14) properties, except as may be noted in the individual property-specific Phase I ESA reports available in the Data Room. Certain of the older office properties (Buckhead Place Office Tower, constructed 2001, and SouthPark Corporate Center, constructed 2003) contain building materials that were sampled for ACM; all samples were reported as non-detect or below applicable thresholds.
(d) No Target Entity has generated, treated, stored, disposed of, or arranged for the disposal of any hazardous substances, hazardous wastes, or regulated materials at any property, except for de minimis quantities of cleaning supplies, maintenance materials, and similar products used in the ordinary course of property operations.
(e) No Target Entity has entered into any environmental indemnity, cleanup, or remediation agreement with any governmental authority or third party (other than the environmental indemnity agreements executed in favor of the lenders under the loan documents described in Schedule 1.5).
SCHEDULE 1.8
Tax Matters
(Reference: Section 3.8 of the Agreement)
The following disclosures are made with respect to tax matters relating to the Target Entities:
I. Tax Classification
Each Target Entity is treated as a disregarded entity for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3. As a disregarded entity, each Target Entity does not file a separate federal income tax return; rather, all items of income, deduction, gain, loss, and credit attributable to each Target Entity flow through to and are reported on the federal income tax return of Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205), which files IRS Form 1065, U.S. Return of Partnership Income.
II. Tax Return Filings
GMP Fund III (EIN: 83-1647205) has timely filed (or caused to be timely filed) all required federal, state, and local tax returns and reports relating to the Target Entities for all applicable taxable periods, including without limitation IRS Form 1065 and all applicable state partnership or composite returns. All taxes shown to be due on such returns have been timely paid in full.
III. Tax Audits, Assessments, and Proceedings
No Target Entity is a party to, and no Target Entity has received written notice of, any pending or proposed tax audit, examination, assessment, deficiency, or proceeding by any federal, state, or local taxing authority. No Target Entity has received any written notice of proposed adjustment, deficiency, or assessment from any taxing authority with respect to any taxable period.
IV. Real Property Taxes
Real property tax returns and payments are current for all fourteen (14) properties owned by the Target Entities. No real property tax delinquencies, penalties, or interest charges are outstanding. The following table summarizes estimated annual real property taxes for the 2024 tax year (aggregate across all fourteen properties):
•  Estimated 2024 Annual Real Property Taxes (Aggregate): $14,760,000
•  Proration Date: As of the closing date (anticipated to be June 6, 2024), real property taxes will be prorated between Seller and Buyer in accordance with Section 9.2 of the Agreement.
V. Tax Sharing and Indemnification Agreements
No Target Entity has entered into, or is a party to, any tax sharing agreement, tax indemnification agreement, tax allocation agreement, or similar arrangement with any person or entity, other than the provisions of the Amended and Restated Agreement of Limited Partnership of GMP Fund III relating to allocations of income, gain, loss, deduction, and credit among the partners of GMP Fund III.
VI. Extensions and Waivers
No Target Entity has granted any extension of time for filing any tax return that has not since been filed. No Target Entity has granted any waiver or extension of any statute of limitations with respect to any tax or any assessment or collection of any tax.
VII. Sales, Use, and Occupancy Taxes
All sales taxes, use taxes, occupancy taxes, and similar taxes applicable to tenant rents and other charges collected by or on behalf of the Target Entities have been timely collected from tenants and timely remitted to the applicable taxing authorities.
VIII. Controlling-Interest Transfer Tax Exposure
The entity-level transfer of 100% of the membership interests in each Target Entity from GMP Fund III to Buyer triggers controlling-interest transfer taxes and/or documentary stamp taxes in certain of the jurisdictions where the properties are located. The following table sets forth the estimated transfer tax exposure by state:
Pursuant to Section 9.4 of the Agreement, all controlling-interest transfer taxes, documentary stamp taxes, and similar transfer taxes arising in connection with the transactions contemplated by the Agreement shall be borne equally (50/50) by Buyer and Seller, with each party responsible for $1,925,000.
IX. Tax Advisors
Seller's independent accounting and tax advisors for GMP Fund III and the Target Entities are:
•  Firm: Caldwell Murray & Oakes LLP
•  Engagement Partner: William Oakes, CPA
•  Address: 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326
SCHEDULE 1.9
Insurance
(Reference: Section 3.9 of the Agreement)
The following is a summary of the current insurance coverage maintained for the properties owned by the Target Entities:
I. Property Insurance
•  Policy Type: Blanket property insurance (all-risk, including windstorm, flood where applicable, and earthquake where applicable)
•  Insurer: Ironclad Indemnity Insurance Company, 500 College Road East, Princeton, New Jersey 08540
•  Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity
•  Coverage: The policy covers all fourteen (14) properties in the portfolio for property damage (replacement cost value), business interruption (including rental loss), and related perils, including but not limited to fire, windstorm, hail, water damage, collapse, and vandalism.
•  Policy Period: January 1, 2024, through January 1, 2025
•  Policy Number: IIC-PR-2024-07982
II. General Liability Insurance
•  Policy Type: Commercial general liability
•  Insurer: Ironclad Indemnity Insurance Company
•  Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity
•  Limits: $1,000,000 per occurrence / $2,000,000 general aggregate
•  Policy Period: January 1, 2024, through January 1, 2025
•  Policy Number: IIC-GL-2024-03715
III. Umbrella / Excess Liability Insurance
•  Policy Type: Umbrella / excess liability
•  Insurer: Ironclad Indemnity Insurance Company
•  Named Insured: Greystone Meridian Partners Fund III, L.P. and each Target Entity
•  Limits: $25,000,000 per occurrence and in the aggregate
•  Policy Period: January 1, 2024, through January 1, 2025
•  Policy Number: IIC-UE-2024-01203
IV. Workers' Compensation Insurance
•  Policy Type: Workers' compensation and employers' liability
•  Policyholder: Argyle Property Services LLC (as employer of all on-site property management and operational personnel)
•  Note: No Target Entity directly employs any individuals. Workers' compensation coverage is maintained by Argyle Property Services LLC in its capacity as property manager. See Schedule 1.10 (Employees) for additional detail.
V. Insurance Broker
•  Broker: Hartwick Gunderson & Associates, Inc.
•  Account Executive: Peter Langford
•  Address: 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201
VI. Status and Claims
All insurance policies described above are current and in full force and effect as of the date hereof. There have been no lapses, cancellations, or non-renewals of any insurance policy covering any Target Entity or any property during the preceding three (3) years.
There are no material unresolved insurance claims pending under any insurance policy maintained on behalf of any Target Entity or with respect to any property, other than the personal injury claim arising from the slip-and-fall incident at Lakeland Crossings Industrial, which is described in Schedule 1.6 (Litigation and Proceedings) and is being defended under Policy No. IIC-GL-2024-03715.
VII. Buyer's Replacement Insurance Obligation
Pursuant to the terms of the Agreement, Buyer will be required to bind replacement insurance coverage for all fourteen (14) properties at or prior to the closing date, in accordance with the insurance requirements set forth in Exhibit M to the Agreement and in the applicable loan documents. Seller's existing insurance policies are not assignable to Buyer and will be terminated or adjusted effective as of the closing date.
SCHEDULE 1.10
Employees
(Reference: Section 3.10 of the Agreement)
I. No Employees of Target Entities
No Target Entity has, or has at any time had, any employees. All property management, leasing, operational, and maintenance personnel providing services at or in connection with the properties owned by the Target Entities are employees of Argyle Property Services LLC ("Argyle"), a Seller affiliate, in Argyle's capacity as property manager under the Master Property Management Agreement described in Schedule 1.4 (Material Contracts).
II. Transition Services
Argyle Property Services LLC will be replaced as property manager for the portfolio by Fairwater Property Management LLC, a wholly owned subsidiary of Buyer, effective as of the closing date. To facilitate an orderly transition of property management responsibilities, Seller and Buyer have agreed to enter into a Transition Services Agreement substantially in the form attached as Exhibit L to the Agreement (the "TSA"). The principal terms of the TSA are as follows:
•  Service Provider: Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager)
•  Replacement Manager: Fairwater Property Management LLC (Leah Torrance, SVP Operations)
•  Transition Period: Ninety (90) days commencing on the closing date
•  Monthly Fee During Transition Period: $375,000 per month
•  Total Transition Fee: $1,125,000 (payable by Buyer)
•  Scope of Transition Services: Cooperation in the transfer of property management files, records, and systems; introduction of Buyer's management team to tenants, vendors, and service providers; training on building-specific systems and procedures; orderly transfer of operating accounts, vendor relationships, and security deposits; and such other transition services as are customary and reasonably necessary to ensure continuity of property operations during the transition period.
III. Employee Benefit Plans and Collective Bargaining Agreements
No Target Entity maintains, sponsors, contributes to, or has any obligation under any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), pension plan, profit-sharing plan, deferred compensation plan, stock option plan, bonus plan, severance plan, or any other employee benefit arrangement. No Target Entity is a party to, or bound by, any collective bargaining agreement, labor union contract, or similar labor agreement. No Target Entity is a party to, or bound by, any individual employment agreement, consulting agreement, or independent contractor agreement (other than the PMA and the service contracts described in Schedule 1.4).
SCHEDULE 1.11
Compliance with Laws; Permits
(Reference: Section 3.11 of the Agreement)
I. General Compliance
All Target Entities and their respective properties are in material compliance with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders, including without limitation:
(a) all applicable zoning and land use laws, ordinances, and regulations;
(b) all applicable building codes, including the International Building Code and all locally adopted building codes;
(c) all applicable fire codes and fire prevention regulations;
(d) all applicable environmental laws and regulations (as further described in Schedule 1.7);
(e) the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), and all implementing regulations thereunder; and
(f) all applicable federal, state, and local tax laws and regulations (as further described in Schedule 1.8).
II. Zoning
Zoning confirmation letters (or equivalent zoning verification documentation) have been obtained for all fourteen (14) of the fourteen (14) properties in the portfolio, confirming that the current use of each property is a permitted use (either as-of-right or as a legal pre-existing conforming use) under the applicable zoning classification. Copies of all zoning confirmation letters are available in the Data Room and have been included in the title and survey deliverables provided to Buyer.
III. Permits, Licenses, and Certificates of Occupancy
All material permits, licenses, approvals, authorizations, and certificates of occupancy required for the ownership, operation, and current use of each of the fourteen (14) properties are in full force and effect. No material permit, license, or certificate of occupancy has been suspended, revoked, or is the subject of any pending or threatened revocation proceeding.
IV. Notices of Violation
No Target Entity has received any written notice of violation, citation, order, or directive from any federal, state, or local governmental authority (including without limitation any building department, fire marshal, health department, or environmental agency) that remains uncured as of the date hereof, except as may be disclosed in the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) for individual properties.
SCHEDULE 1.12
Property Condition
(Reference: Section 3.12 of the Agreement)
I. Property Condition Assessments
Property Condition Assessments ("PCAs") were conducted for all fourteen (14) properties in the portfolio in accordance with ASTM Standard E2018-15, Standard Guide for Property Condition Assessments: Baseline Property Condition Assessment Process. All PCAs were prepared by the following engineering consultant:
•  Consultant: Rampart Building Sciences, Inc.
•  Project Manager: Alan Westbrook, PE
•  Address: 1414 Key Highway, Suite 300, Baltimore, Maryland 21230
The individual PCA reports for each property are available in the Data Room and have been provided to Buyer as part of the due diligence deliverables.
II. Aggregate Estimated Immediate Repair Costs
Based on the PCAs, the aggregate estimated cost of immediate repairs (defined as repairs recommended for completion within the first twelve months) across the portfolio is $2,140,000, allocated among the following properties:
A. Buckhead Place Office Tower (GMP Buckhead LLC) — $890,000
•  Roof membrane replacement (east wing): estimated $340,000. The existing modified bitumen roof membrane on the east wing of the building has reached the end of its useful life and exhibits ponding, blistering, and seam separation. Replacement with a new TPO single-ply membrane system is recommended.
•  Elevator modernization (one of three passenger cabs): estimated $310,000. One of the three passenger elevators (Cab C) requires modernization of the controller, motor, and cab interior to address reliability issues and bring the unit into compliance with current ASME A17.1 safety code requirements.
•  Lobby HVAC system upgrade: estimated $240,000. The dedicated HVAC system serving the main lobby requires replacement of the air handling unit and associated ductwork modifications to address inadequate air distribution and temperature control.
B. Cool Springs Office Park (GMP Cool Springs LLC) — $620,000
•  Parking structure joint sealant replacement: estimated $275,000. Expansion joint sealants throughout the three-level parking structure have deteriorated and require full replacement to prevent water infiltration and structural damage to the reinforced concrete deck.
•  Exterior caulking and waterproofing: estimated $195,000. Exterior curtain wall and window perimeter caulking on the north and east façades requires removal and replacement to address water intrusion reported at multiple locations.
•  Fire alarm panel replacement: estimated $150,000. The existing fire alarm control panel (installed 2005) has reached the end of its supported service life and requires replacement with a modern addressable fire alarm system to ensure continued compliance with NFPA 72 and local fire code requirements.
C. Lakeland Crossings Industrial (GMP Lakeland LLC) — $380,000
•  Loading dock leveler replacement (four units): estimated $160,000. Four (4) of the eighteen (18) loading dock levelers (Units 3, 7, 12, and 15) are at the end of their useful life and require replacement to ensure safe and reliable operation.
•  Roof patching (northwest section): estimated $120,000. Localized areas of the standing seam metal roof on the northwest section of Building B exhibit fastener corrosion and minor panel separation requiring patching and sealant application.
•  Parking lot resurfacing: estimated $100,000. The main truck court and employee parking areas require mill-and-overlay resurfacing to address alligator cracking and base deterioration.
D. SouthPark Corporate Center (GMP SouthPark LLC) — $250,000
•  HVAC economizer replacement: estimated $140,000. The rooftop HVAC economizer units (two of four units) are not functioning properly and require replacement to restore energy-efficient operation.
•  Restroom renovation (second floor): estimated $110,000. The second-floor common area restrooms require renovation, including replacement of plumbing fixtures, partitions, flooring, and lighting to address age-related deterioration and compliance with current ADA accessibility standards.
III. PCA Repair Credit at Closing
Pursuant to Section 5.4 of the Agreement, Buyer is entitled to a PCA Repair Credit equal to fifty percent (50%) of the aggregate estimated immediate repair costs identified in the PCAs. The PCA Repair Credit is calculated as follows:
•  Aggrega