Contract analysis

Section 1: Purpose and Background This memorandum accompanies the form of tenant notification letter and the comprehensive distribution list prepared by Calderwood & Harkness LLP in connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater" or the "Purchaser") acquisition of a 14-property logistics and office portfolio (the "Portfolio") from Greystone Meridian Partners Fund III, L.P. (the "S

Section 2: Distribution Instructions The tenant notification letters are to be prepared and distributed in accordance with the following instructions: Timing. All 87 tenant notification letters are to be sent on June 7, 2024, the next business day following the Closing Date. Prompt notification is essential to ensure compliance with lease notice requirements, applicable state statutory requirements, and to begin the

Section 3: Security Deposit Notification Aggregate Security Deposits. The aggregate tenant security deposits held across the Portfolio total $4,283,000 (Four Million Two Hundred Eighty-Three Thousand Dollars). The security deposits are allocated among the 14 properties and 87 tenants as set forth in the distribution list in Part Three. Individual security deposit amounts have been confirmed against the estoppel certi

Section 4: Rent Payment Redirection Effective Date of Redirection. Effective July 1, 2024, which is the first full calendar month following the Closing Date, all rent payments and other amounts due under the Leases shall be directed to Fairwater Property Management LLC. The selection of July 1, 2024 as the redirection effective date, rather than the Closing Date itself, was made to provide tenants with adequate notic

1. Notice of Ownership Transfer. Effective as of June 6, 2024, Fairwater Real Estate Investment Trust ("Fairwater"), a Maryland real estate investment trust, has acquired 100% of the membership interests in [Target Entity LLC Name], the entity that owns the property located at [Property Address] (the "Property"). As a result of this transaction, [Target Entity LLC Name] remains the landlord under the Lease; however,

2. New Property Management. Effective as of June 6, 2024, property management services for the Property are being transitioned from Argyle Property Services LLC to Fairwater Property Management LLC ("Fairwater PM"). All tenant service requests, maintenance inquiries, lease administration matters, and general correspondence regarding the Property should be directed to Fairwater PM at the following address: Fairwater P

3. Rent Payment Instructions. Commencing with rent due on or after July 1, 2024, all rent payments and other amounts due under the Lease shall be made payable to and directed to the following: Payee: [Target Entity LLC Name] c/o Fairwater Property Management LLC Mailing Address for Checks: [Remittance Address] Wire/ACH Instructions: Bank: [Bank Name] Routing Number: [Routing Number] Account Number: [Account Number] A

4. Security Deposits. This letter serves as notice that your security deposit in the amount of $[Amount], held pursuant to the terms of the Lease, has been transferred to, and is now held by, [Target Entity LLC Name] under the ownership of Fairwater Real Estate Investment Trust. Fairwater and [Target Entity LLC Name] hereby acknowledge receipt of and full responsibility for your security deposit in accordance with th

5. Insurance Certificates. If you are required to maintain insurance under the terms of your Lease, we request that you update your insurance certificates to add the following parties as additional insureds: (a) Fairwater Real Estate Investment Trust; and (b) Fairwater Property Management LLC. Please deliver updated insurance certificates reflecting the foregoing additions to Fairwater PM at the address set forth abo

6. General. This notice is provided in accordance with the terms of the Lease and applicable law. Fairwater is committed to maintaining the high quality of property management and tenant services at the Property, and we look forward to building a strong and productive relationship with you as a valued tenant. If you have any questions regarding this notice, your Lease, or any other matter related to the Property, ple

Section 1: Preparation All 87 tenant notification letters are to be prepared by Calderwood & Harkness LLP under the direction of Rafael Dominguez, Working Associate. The variable fields in each letter are to be populated from the data contained in the rent roll attached as Exhibit H to the PSA, cross-referenced against the individual lease files maintained in the Calderwood & Harkness document management system under

Section 2: Mailing Logistics Physical mailing of all 87 tenant notification letters will be coordinated by Fairwater Property Management LLC under the direction of Leah Torrance, Senior Vice President, Operations, from Fairwater PM's offices at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044. Target Mailing Date. All letters are to be mailed on June 7, 2024, the first business day following the Closing

Section 3: Record-Keeping and Confirmation Comprehensive records of the mailing process must be maintained to document compliance with lease notice requirements and applicable law. The following record-keeping procedures shall be followed: Affidavits and Certificates of Mailing. For all letters sent by certified mail or registered mail, affidavits of mailing or certificates of mailing (USPS Form 3817 or equivalent) s

Section 4: Coordination with Argyle Property Services Pursuant to the Transition Services Agreement executed at closing between Argyle Property Services LLC and Fairwater Property Management LLC, Argyle (through Sean Kilpatrick, Portfolio Manager) will provide the following assistance in connection with the tenant notification process: (a) Tenant Contact Information: Argyle will provide current and accurate tenant co