Contract analysis

From: Grace Nakamura <gnakamura@calderwoodharkness.com> To: Thomas Keating <tkeating@blackridgehayes.com> Cc: Douglas Fairchild <dfairchild@calderwoodharkness.com> Date: Mon, 06 May 2024 03:47:00 -0000 Subject: Fairwater / GMP Fund III Portfolio Acquisition — Estoppel Certificate Discrepancies (6 Tenants)

I hope you had a good weekend. I am writing in connection with the Purchase and Sale Agreement dated February 28, 2024 (as amended by the First Amendment dated April 12, 2024, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Fairwater Real Estate Investment Trust ("Buyer"), for the acquisition of the membership interests in the 14 property-owning LLCs identified therein (C&H Matter

We have been reviewing the executed tenant estoppel certificates received to date against the rent roll attached as Exhibit H to the PSA (the "Rent Roll," dated as of December 31, 2023). Our review has identified six (6) estoppel certificates that contain material discrepancies from the corresponding Rent Roll information. Given that the estoppel delivery deadline under the PSA is May 15, 2024 (as extended from May 1

As you know, under Section 5.4(a) of the PSA, Seller is required to deliver estoppel certificates from tenants representing at least eighty percent (80%) of in-place annual base rent (i.e., not less than $59,840,000 of $74,800,000 total ABR), and from every tenant occupying 25,000 or more RSF (each, a "Major Tenant"), in each case substantially in the form of Exhibit E to the PSA and in form and substance reasonably

**Discrepancy No. 1 — Rent Amount Variance (Pinnacle Container Services, Inc. / Alliance Commerce Center)**

- **Tenant:** Pinnacle Container Services, Inc. - **Property / Target Entity:** Alliance Commerce Center / GMP Alliance LLC - **Nature of Discrepancy:** The executed estoppel certificate states that the tenant's current monthly base rent is $38,412.00. The Rent Roll reflects current monthly base rent of $41,875.50 for this tenant, a difference of $3,463.50 per month ($41,562.00 annualized). - **Possible Explanation:*

**Discrepancy No. 2 — Lease Expiration Date Variance (Ridgeline Fulfillment Group LLC / Murfreesboro Distribution Center)**

- **Tenant:** Ridgeline Fulfillment Group LLC - **Property / Target Entity:** Murfreesboro Distribution Center / GMP Murfreesboro LLC - **Nature of Discrepancy:** The executed estoppel certificate states a lease expiration date of August 31, 2025. The Rent Roll reflects a lease expiration date of September 30, 2027—approximately two years later. - **Possible Explanation:** The Rent Roll figure may reflect the exercis

**Discrepancy No. 3 — Security Deposit Amount Variance (Hargrove Wealth Advisors, LLC / Buckhead Place Office Tower)**

- **Tenant:** Hargrove Wealth Advisors, LLC - **Property / Target Entity:** Buckhead Place Office Tower / GMP Buckhead LLC - **Nature of Discrepancy:** The executed estoppel certificate states that the security deposit currently held by landlord is $87,500.00. The Rent Roll reflects a security deposit of $175,000.00 for this tenant. - **Possible Explanation:** The lease may contain a security deposit burn-down or let

**Discrepancy No. 4 — Outstanding Tenant Improvement Allowance (DataNorth Solutions, Inc. / SouthPark Corporate Center)**

- **Tenant:** DataNorth Solutions, Inc. - **Property / Target Entity:** SouthPark Corporate Center / GMP SouthPark LLC - **Nature of Discrepancy:** The executed estoppel certificate identifies an outstanding tenant improvement allowance in the amount of $214,600.00 that the tenant asserts remains unpaid by landlord. Neither the Rent Roll nor the property-specific Disclosure Schedule for GMP SouthPark LLC (Schedule 2-

**Discrepancy No. 5 — Rent Commencement Date / Free Rent Period (Gulf Coast Logistics Partners LP / Southport Logistics Park)**

- **Tenant:** Gulf Coast Logistics Partners LP - **Property / Target Entity:** Southport Logistics Park / GMP Southport LLC - **Nature of Discrepancy:** The executed estoppel certificate indicates that the tenant is currently in a free rent period, with rent commencement not occurring until March 1, 2024. The Rent Roll, dated as of December 31, 2023, shows this tenant as paying full monthly base rent of $52,316.67 as

**Discrepancy No. 6 — Claimed Landlord Default (Weston & Keiller LLP / Cool Springs Office Park)**

- **Tenant:** Weston & Keiller LLP - **Property / Target Entity:** Cool Springs Office Park / GMP Cool Springs LLC - **Nature of Discrepancy:** The form estoppel certificate (Exhibit E) asks tenants to confirm that, to the tenant's knowledge, no default by landlord exists under the lease. This tenant marked an exception to that certification and asserts that landlord has an unresolved obligation to repair or replace

**Request for Supplemental Disclosure and Next Steps**

For each of the six discrepancies identified above, we respectfully request that Seller either:

(a) provide supplemental documentation resolving the discrepancy and confirming that the Rent Roll is accurate — such documentation to include, as applicable, lease amendments, escalation schedules, renewal option exercise notices, security deposit reduction letters, TI allowance reconciliations, rent commencement confirmations, and default cure evidence; or

(b) if the estoppel certificate is correct and the Rent Roll requires correction, provide updated disclosure via a supplement to the applicable Disclosure Schedules (PSA Schedules 2-1 through 2-14) and a revised rent roll reflecting the accurate information.

To the extent any discrepancy is the result of tenant error, corrected or replacement estoppel certificates will need to be obtained before the May 15 deadline. We would ask that Seller coordinate with Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager) to obtain the necessary backup documentation and, where applicable, corrected tenant certifications.

**Given the May 15, 2024 estoppel delivery deadline, we would appreciate Seller's response and any supplemental materials by no later than Friday, May 10, 2024**, to allow adequate time for Calderwood & Harkness and Fairwater to review the supplemental documentation and assess whether the estoppel condition has been satisfied in accordance with the PSA.

We are happy to discuss any of the foregoing by phone if that would be helpful. I am generally available this week, and Doug Fairchild and Rafael Dominguez on our side are as well. Please don't hesitate to reach out.

Thank you, Tom. We appreciate your prompt attention to this.

Grace Nakamura Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Direct: (212) 574-3891 gnakamura@calderwoodharkness.com

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