Contract analysis

I. Introduction and Representation Calderwood & Harkness LLP represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company, which holds a fifty-five percent (55%) limited partnership interest in Greystone Realty Partners, L.P. ("Greystone" or the "Partnership"), a Delaware limited partnership. This letter is submitted on behalf of both Briarwood and Pinnacle Holdings Group LLC ("Pinnacle"

II. Background — The Partnership and the Loan Greystone Realty Partners, L.P. was formed on June 14, 2018, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq., and is duly registered with the Delaware Secretary of State under File No. 7284613. A Certificate of Limited Partnership was filed on the date of formation, and the Partnership has continuously maintained its good standing i

III. Summary of Deadlock and Litigation We bring the following background to Harborline's attention so that the Lender has a full understanding of the circumstances giving rise to the wind-down request. Since approximately mid-2024, the partners of Greystone have been in a state of irreconcilable deadlock over certain "Major Decisions" as that term is defined in Section 5.02 of the Amended and Restated Agreement of L

IV. The Consensual Wind-Down We are pleased to report that, following the delivery of the Keymark Appraisal Report and subsequent negotiations between counsel for the partners, Briarwood and Pinnacle have resolved their disputes and reached agreement on a consensual dissolution and orderly wind-down of the Partnership. On March 14, 2025, Briarwood and Pinnacle executed a binding Term Sheet for Consensual Wind-Down th

V. Estimated Loan Payoff Based on the amortization schedule under the Credit Agreement, current SOFR rates as published by the Federal Reserve Bank of New York, and the contractual terms governing prepayment, we have prepared the following good-faith estimate of the total payoff amount that would be due to Harborline assuming a hypothetical payoff date of June 30, 2025 (which we use for illustrative purposes, recogni

VI. Specific Consent Requested

Section 7.04 of the Credit Agreement (captioned "Restrictions on Fundamental Changes") provides that the Borrower shall not, without the prior written consent of the Lender, (a) effect or permit any change of control of the Borrower (as "change of control" is defined therein), (b) dissolve, liquidate, or wind up the affairs of the Borrower, or (c) sell, transfer, convey, or otherwise dispose of all or substantially a

1. The consensual dissolution of Greystone Realty Partners, L.P. on the terms and subject to the conditions set forth in the Wind-Down Agreement, including the filing of a Certificate of Cancellation with the Delaware Secretary of State upon completion of the winding up of Partnership affairs;

2. The orderly marketing and sale of each of the seven portfolio properties constituting the Collateral under the Credit Agreement, whether individually, in combinations, or as a portfolio, by Meridian Capital Advisors LLC as exclusive disposition broker, with all net sale proceeds to be applied first to the repayment in full of all obligations owing under the Credit Agreement and the other Loan Documents; and

3. The release of Harborline's first-priority mortgage liens, deeds of trust, security interests, and assignments of rents, leases, and profits on each portfolio property upon receipt by Harborline of the applicable portion of the aggregate payoff amount attributable to such property, or upon receipt of the full payoff amount for all outstanding obligations under the Credit Agreement, as applicable, and the delivery

VII. Portfolio Property Summary For ease of reference, the following table summarizes the seven portfolio properties constituting the Collateral under the Credit Agreement, together with their respective appraised values as determined by Keymark Valuation Group LLC: Source: Keymark Valuation Group LLC, Appraisal Report No. KVG-2025-0214, dated February 22, 2025. We further note that the Partnership's estimated annual

VIII. Enclosures The following documents are enclosed herewith for Harborline's review and diligence in connection with this request:

1. Executed copy of the Wind-Down Agreement among Briarwood Family Office LLC, Pinnacle Holdings Group LLC, and Greystone Realty Partners, L.P.;

2. Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214, dated February 22, 2025 (complete report, including addenda and exhibits); and

3. Property portfolio summary schedule, including property descriptions, tenant rosters, current occupancy rates, and selected financial data for each portfolio property. Please note that the Wind-Down Agreement and the Keymark Appraisal Report are provided to Harborline on a strictly confidential basis and are subject to the confidentiality provisions set forth in Section 10.07 of the Credit Agreement. We respectful

IX. Request for Response and Contact Information Calderwood & Harkness respectfully requests that Harborline provide its written consent to the matters described herein at its earliest convenience, and in any event within thirty (30) calendar days of the date of this letter, so that the parties may proceed with the orderly disposition of the portfolio properties in accordance with the timeline contemplated by the Win

X. Reservation of Rights Nothing in this letter, and no aspect of the request for consent set forth herein, shall constitute or be deemed to constitute a waiver, release, or relinquishment of any right, remedy, claim, or defense of the Borrower, any partner of the Partnership, or any other party under the Credit Agreement, the other Loan Documents, the LPA, the Wind-Down Agreement, or applicable law. All such rights,

1. Wind-Down Agreement (execution copy)

2. Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214

3. Property Portfolio Summary Schedule cc: Raymond T. Ashford, Ashford & Crane LLP Jennifer L. Quinto, Ashford & Crane LLP Priya Anand, Calderwood & Harkness LLP Elliot R. Briarwood, Briarwood Family Office LLC Margaux Briarwood-Feldstein, Briarwood Family Office LLC Victor A. Sandoval, Pinnacle Holdings Group LLC Denise K. Hartwell, Pinnacle Holdings Group LLC Component | Estimated Amount Outstanding Principal (as o