Contract analysis

From: Rafael Dominguez <rdominguez@calderwoodharkness.com> To: Peter Langford <plangford@hartwickgunderson.com> Cc: Grace Nakamura <gnakamura@calderwoodharkness.com> Date: Tue, 28 May 2024 02:47:00 -0000 Subject: Fairwater / GMP Fund III Portfolio — Binding of Replacement P&C Insurance at Closing

I hope you're doing well. I'm writing to coordinate the final steps on the replacement property and casualty insurance program for the Fairwater Real Estate Investment Trust acquisition of the 14-property Sun Belt logistics and office portfolio from Greystone Meridian Partners Fund III, L.P. (aggregate purchase price of $1,100,000,000).

As a quick update on timing: the parties executed the Second Amendment to the Purchase and Sale Agreement earlier today (May 28), extending the outside closing date to June 7, 2024, to accommodate a pending lender consent. Our team is now targeting closing on or about June 6, 2024, and we will need all replacement P&C coverage bound effective as of that date. I wanted to get this to you promptly so that we have adequ

**1. Replacement P&C Carrier and Coverage**

Please confirm that the replacement property and casualty insurance policies will be placed with Ironclad Indemnity Insurance Company (500 College Road East, Princeton, NJ 08540), as previously discussed. The policies must satisfy all requirements set forth in Exhibit M (Insurance Requirements) to the PSA and must be effective as of the closing date (anticipated June 6, 2024), stepping in to replace the existing cove

As part of the transaction, Fairwater is assuming approximately $612,000,000 of existing mortgage indebtedness from the following three lenders:

- **Pinnacle Federal Bank, N.A.** — $421,600,000 (8 logistics properties; Loans 1-A through 1-H) - **Veltrano Capital Lending Corp.** — $142,300,000 (4 office properties; Loans 2-A through 2-D) - **Sycamore Life Insurance Company** — $48,100,000 (2 logistics properties; Loans 3-A and 3-B)

Each lender's loan documents contain specific insurance requirements regarding coverage types, minimum limits, mortgagee and additional insured endorsements, and loss payee designations. I'd ask you to please confirm that all three lenders' requirements have been fully incorporated into the Ironclad Indemnity policies and that the mortgagee clauses and loss payable endorsements correctly name each lender in accordanc

Please also be aware that lender counsel — Whitfield & Archer LLP (for Pinnacle), Cranford McCabe LLP (for Veltrano), and Partridge Wynn & Slater LLP (for Sycamore) — may each request evidence of insurance or certificates of insurance prior to closing. We would appreciate your being prepared to issue those promptly upon request.

**3. Named Insured / Additional Insureds**

The policies should reflect the following:

- **Named Insured:** Fairwater Real Estate Investment Trust and each of the 14 Target Entity LLCs, per the schedule previously circulated to you. - **Additional Insured:** Fairwater Property Management LLC (post-closing property manager), 7200 Chesapeake Parkway, Suite 1150, Columbia, MD 21044. - **Mortgagee Endorsements:** For each applicable lender as noted above.

If you need us to re-circulate the full Target Entity LLC schedule, please let me know and I'll send it over.

We would appreciate receiving the following no later than **June 3, 2024** (three business days before anticipated closing):

(a) Evidence of insurance binders from Ironclad Indemnity for all 14 properties, effective as of June 6, 2024;

(b) Certificates of insurance for each property, listing the named insured, additional insureds, and mortgagee/loss payee endorsements;

(c) Written confirmation that coverages comply with all PSA Exhibit M requirements, including property, commercial general liability, umbrella/excess liability, business interruption/loss of rents, flood (where applicable), earthquake (if required), and terrorism/TRIA coverage; and

(d) A premium schedule broken out by property. For the avoidance of doubt, this request covers P&C premiums only — the estimated total title insurance premiums of approximately $2,420,000 are being tracked separately in the funds flow memorandum along with other buyer closing costs.

For clarity, the representations and warranties insurance policy being placed with Sentinel Specialty Insurance Company ($55,000,000 limit; $1,402,500 premium) is being coordinated on a separate, parallel track and does not fall within this request. I understand you are also the broker on the R&W policy, and we will be in touch with you separately regarding the no-claims declaration and other deliverables required at

**6. Coordination with Commonwealth National Title**

Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP) is issuing ALTA Owner's Policies (2021 form) for each property, and several of the title commitments include a Schedule B-I requirement confirming that P&C coverage is in place. When the certificates are ready for distribution, could you please copy Kenneth Stanhope on those as well? I will send you his contact information separately if you do not

Peter, thank you for all of your work to date on the insurance program for this portfolio. If you have any questions regarding specific property details or lender requirements, please don't hesitate to reach out to me or to Grace Nakamura (copied here). I'm also happy to set up a brief call later this week to walk through any open items — just let me know what works on your end.

I believe you have a copy of PSA Exhibit M (Insurance Requirements) and the property schedule (including addresses and RSF for all 14 properties) from our prior distributions, but I'm happy to re-send either document if that would be helpful.

Thank you, and I look forward to hearing from you.

**Rafael Dominguez** Working Associate, Real Estate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 T: (202) 555-4138 E: rdominguez@calderwoodharkness.com

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