Contract analysis

Section 1. Identification of Certifying Party The undersigned, Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller"), hereby certifies to Buyer as follows in connection with the closing of the transactions con

Section 2. Bring-Down of Representations and Warranties The undersigned hereby certifies on behalf of Seller that each of the representations and warranties of Seller contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (February 28, 2024) and as of the Closing Date (June 6, 2024) as though made on and as of the Closing Date, except to the extent any suc

Section 3. Representations Regarding Target Entities The undersigned hereby certifies on behalf of Seller that each of the fourteen (14) Target Entities (as defined in Section 1.1(uuu) of the Agreement) is duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in the state in which its respective Property is located, as se

Section 4. Authorization and Enforceability The undersigned hereby certifies on behalf of Seller as follows: Seller, Greystone Meridian Partners Fund III, L.P. (EIN 83-1647205), is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Seller has the requisite partnership power and authority to own, operate, and hold the membership interests in each Target E

Section 5. Covenants and Agreements The undersigned hereby certifies on behalf of Seller that Seller has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Seller under the Agreement on or prior to the Closing Date, including without limitation the following: (a) Ordinary Course Operations. The Target Entities have operated the

Section 6. No Material Adverse Change The undersigned hereby certifies on behalf of Seller that since February 28, 2024 (the date of the Agreement), there has been no material adverse change in the financial condition, physical condition, results of operations, or business of any of the fourteen (14) Properties or any Target Entity. Without limiting the generality of the foregoing, Seller certifies that during the pe

Section 7. Litigation and Claims The undersigned hereby certifies on behalf of Seller that, except as disclosed in PSA Exhibit J (List of Pending Litigation) and the disclosure schedules delivered in connection with the Agreement, there is no action, suit, proceeding, litigation, arbitration, governmental investigation, or governmental proceeding pending, or to Seller's knowledge, threatened, against or affecting Sel

Section 8. Tax Matters The undersigned hereby certifies on behalf of Seller as follows with respect to tax matters: Each Target Entity has timely filed (taking into account any applicable extensions) all federal, state, and local tax returns and reports required to be filed by such Target Entity on or prior to the Closing Date, and all such tax returns and reports are true, correct, and complete in all material respe

Section 9. Environmental Matters The undersigned hereby certifies on behalf of Seller that, to Seller's knowledge, except as disclosed in the Phase I Environmental Site Assessments listed on PSA Exhibit N (which were prepared by Trident Environmental Group LLC in connection with Buyer's due diligence), there are no environmental conditions at any Property that would give rise to liability under any applicable environ

Section 10. Tenant and Lease Matters The undersigned hereby certifies on behalf of Seller as follows with respect to tenant and lease matters: The rent roll attached to the Agreement as PSA Exhibit H, which was prepared as of December 31, 2023, remains true, correct, and complete in all material respects as of the Closing Date, subject to changes occurring in the ordinary course of business since December 31, 2023, i

Section 11. Property Condition and PCA Credit The undersigned acknowledges on behalf of Seller the following with respect to property condition assessments and the PCA credit: Property Condition Assessments prepared by Rampart Building Sciences, Inc. identified aggregate estimated immediate repair costs of $2,140,000 across the following four (4) Properties: Seller confirms that, pursuant to Section 3 of the First Am

Section 12. Lender Consent Confirmation The undersigned hereby certifies on behalf of Seller that all required lender consents for the change of control of the Target Entities under each existing mortgage loan agreement have been duly obtained, as set forth below: (a) Pinnacle Federal Bank, N.A. Consent to Transfer executed on June 4, 2024, in connection with the Master Loan Agreement dated September 15, 2020, by and

Section 13. Title and Survey Matters The undersigned hereby certifies on behalf of Seller that Seller has cured, or caused to be cured, all mandatory cure items identified in Buyer's title objection letter dated March 27, 2024 (the "Title Objection Letter"), delivered pursuant to Section 4.3 of the Agreement. Such mandatory cure items included, without limitation, all monetary liens, mechanic's liens, delinquent taxe

Section 14. Service Contracts and Property Management The undersigned hereby certifies on behalf of Seller that the list of service contracts set forth in PSA Exhibit I to the Agreement remains true, correct, and complete in all material respects as of the Closing Date. No material service contracts have been entered into, materially modified, or terminated since the date of the Agreement without Buyer's prior writte

Section 15. SNDA Post-Closing Obligation Acknowledgment The undersigned acknowledges on behalf of Seller that four (4) of the thirty-eight (38) required Major Tenant SNDAs remain outstanding as of the Closing Date. The parties have agreed, pursuant to the Post-Closing SNDA Side Letter dated as of the date hereof, that such outstanding SNDAs shall not constitute a failure of the conditions precedent to Closing. Seller

Section 16. Survival This Certificate and the representations, warranties, certifications, and statements contained herein shall survive the Closing for the same periods as the underlying representations and warranties of Seller in the Agreement, as follows: (a) General Representations. The general representations and warranties of Seller contained in Article V of the Agreement (other than the Tax Representations and

Section 17. Reliance Buyer is entitled to rely on this Certificate and the representations, warranties, certifications, and statements contained herein in consummating the Closing and the transactions contemplated by the Agreement. Sentinel Specialty Insurance Company, as the insurer under the Representations and Warranties Insurance Policy (Policy No. SSPN-RWI-2024-0619, aggregate policy limit of $55,000,000, retent

Section 18. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction, consistent with the governing law provisions of Section 12.8 of the Agreement. [Signature Page Follows] SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE IN WITNESS WHERE