Contract analysis

I. Executive Summary This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") review of the loan documents executed by and between four property-owning Delaware limited liability companies and Veltrano Capital Lending Corp. ("Veltrano" or "Lender"), in connection with Fairwater Real Estate Investment Trust's ("Fairwater" or "Buyer") proposed acquisition of one hundred percent (100%) of the member

II. Documents Reviewed In connection with the preparation of this memorandum, we have reviewed the following documents (collectively, the "Veltrano Loan Documents"):

1. Loan Agreement dated as of February 1, 2021 (the "Loan Agreement"), by and among GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (each, a "Borrower" and collectively, the "Borrowers"), and Veltrano Capital Lending Corp., as Lender, as amended by that certain First Amendment to Loan Agreement dated as of September 15, 2022 (the "First Amendment"), and that certain Second Amendment to

2. Loan 2-A Supplement to the Loan Agreement, dated as of February 1, 2021, pertaining to: • Borrower: GMP Buckhead LLC, a Delaware limited liability company (EIN: 84-2639901) • Property: Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, Georgia 30326 • Rentable square Footage: 285,000 RSF • Year Built: 2018

3. Loan 2-B Supplement to the Loan Agreement, dated as of February 1, 2021, pertaining to: • Borrower: GMP SouthPark LLC, a Delaware limited liability company (EIN: 84-2639918) • Property: SouthPark Corporate Center, 6200 Fairview Road, Charlotte, North Carolina 28210 • Rentable square Footage: 218,000 RSF • Year Built: 2017

4. Loan 2-C Supplement to the Loan Agreement, dated as of February 1, 2021, pertaining to: • Borrower: GMP Cool Springs LLC, a Delaware limited liability company (EIN: 84-2639925) • Property: Cool Springs Office Park, 5000 Virginia Way, Brentwood, Tennessee 37027 • Rentable square Footage: 196,000 RSF • Year Built: 2016

5. Loan 2-D Supplement to the Loan Agreement, dated as of February 1, 2021, pertaining to: • Borrower: GMP Brickell LLC, a Delaware limited liability company (EIN: 84-2639932) • Property: Brickell Bay Office Building, 1450 Brickell Avenue, Miami, Florida 33131 • Rentable square Footage: 152,000 RSF • Year Built: 2019

6. Promissory Notes — Four (4) separate Promissory Notes, each dated as of February 1, 2021, executed by the respective Borrower in favor of Veltrano Capital Lending Corp., corresponding to Loans 2-A, 2-B, 2-C, and 2-D, respectively.

7. Security Instruments: • Loan 2-A (Georgia): Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Security Deed"), dated as of February 1, 2021, from GMP Buckhead LLC to Veltrano Capital Lending Corp., recorded in the Fulton County, Georgia land records. • Loan 2-B (North Carolina): Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, date

8. Assignments of Leases and Rents — Four (4) separate Assignments of Leases and Rents, each dated as of February 1, 2021, one per Borrower, collaterally assigning all right, title, and interest in and to all leases and rents derived from the respective Property to Veltrano Capital Lending Corp.

9. Environmental Indemnity Agreements — Four (4) separate Environmental Indemnity Agreements, each dated as of February 1, 2021, executed by the respective Borrower and GMP Fund III in favor of Veltrano Capital Lending Corp.

10. Carve-Out Guaranty dated as of February 1, 2021, executed by Greystone Meridian Partners Fund III, L.P. as Guarantor, in favor of Veltrano Capital Lending Corp. (the "Carve-Out Guaranty").

11. UCC-1 Financing Statements: • Four (4) UCC-1 Financing Statements filed with the Delaware Secretary of State, one per Borrower entity, as debtor, in favor of Veltrano Capital Lending Corp., as secured party, covering all personal property collateral described in the Loan Agreement. • Four (4) UCC-1 Financing Statements filed as fixture filings in the applicable county land records in Georgia (Fulton County), Nort

12. Amendments, Modifications, and Waivers: • First Amendment to Loan Agreement, dated as of September 15, 2022, which modified certain reserve requirements and updated the replacement reserve contribution schedule. • Second Amendment to Loan Agreement, dated as of April 1, 2023, which updated the insurance requirements to conform to revised Lender guidelines and modified the reporting deadlines for quarterly financi

III. Key Loan Terms Summary A. Principal and Interest The aggregate outstanding principal balance of the Veltrano Loans as of February 28, 2024 is $142,300,000. The individual principal allocations for each Loan are set forth in the respective Loan Supplements and are summarized in Exhibit B hereto. We note that the original aggregate principal balance at origination on February 1, 2021 was approximately $155,000,000

IV. Change of Control / Transfer Restrictions A. Definition of "Transfer" and "Change of Control"

Article 7 of the Loan Agreement contains a comprehensive prohibition on transfers and changes of control. Section 7.01 provides, in relevant part: "No Borrower shall, without the prior written consent of Lender, directly or indirectly sell, assign, convey, pledge, encumber, hypothecate, or otherwise transfer or dispose of (collectively, a 'Transfer') all or any portion of the Property, or any direct or indirect owner

Section 7.03 of the Loan Agreement provides for the payment of a consent and transfer fee (the "Consent Fee") in connection with any Transfer for which Lender consent is obtained. The Consent Fee is calculated as follows: Consent Fee = 0.50% × Outstanding Principal Balance as of the date of the Transfer Based on the aggregate outstanding principal balance of the Veltrano Loans as of the anticipated closing date: The

1. Institutional Quality Transferee. The transferee (Fairwater) must be an institutional-quality owner and operator of commercial real estate, with a demonstrated track record of owning and managing assets comparable to the Office Properties in terms of size, type, and geographic market. We believe Fairwater's status as a publicly traded REIT (NYSE: FREIT) with a market capitalization of approximately $4.8 billion an

2. No Material Adverse Change. There must be no material adverse change in the financial condition, operations, or prospects of the Borrower entities or the Properties between the date of the consent request and the closing date. Veltrano may require updated financial statements for the Borrowers and the Properties as of a recent date to confirm compliance.

3. Assumption Documentation. Fairwater must execute an Assumption Agreement (the "Assumption Agreement"), in form and substance satisfactory to Veltrano, pursuant to which Fairwater expressly assumes all obligations of the Borrowers under the Veltrano Loan Documents. The Assumption Agreement will be a tri-party agreement among the Borrowers, Fairwater, and Veltrano.

4. Replacement Carve-Out Guaranty. Fairwater (or an acceptable substitute guarantor) must execute a Replacement Carve-Out Guaranty in favor of Veltrano, in the form required by the Loan Agreement, replacing GMP Fund III as the guarantor under the Carve-Out Guaranty. The requirements of the Replacement Guaranty are discussed in detail in Section V below.

5. Payment of Consent Fee. Payment in full of the Consent Fee of $711,500 at or prior to closing.

6. Payment of Lender's Counsel Fees. Payment of all costs and expenses incurred by Veltrano in connection with the review of the Transfer request and the preparation and negotiation of the consent and assumption documentation, including the fees and disbursements of Cranford McCabe LLP. We do not have an estimate of Cranford McCabe's anticipated fees at this time but expect them to be in the range of $75,000 to $125,

7. Updated Organizational Documents. Delivery to Veltrano of the amended and restated operating agreements for each Borrower entity, reflecting Fairwater as the sole member, together with certificates of good standing for each Borrower from the Delaware Secretary of State, and any required foreign qualification certificates from the applicable Property states.

8. Title Endorsements. Delivery of date-down endorsements to the existing lender's title insurance policies for each Property, issued by Commonwealth National Title Insurance Company, confirming that no intervening liens, encumbrances, or other title exceptions have been recorded since the date of the original policy, and that the security instruments remain valid, first-priority liens on the respective Properties.

9. Insurance Compliance. Delivery of evidence of continued insurance coverage satisfying the requirements of the Loan Agreement, including endorsements naming Veltrano Capital Lending Corp. (and/or its CMBS trustee, if applicable) as additional insured, loss payee, and mortgagee under all applicable policies.

10. Satisfactory Financial Review. Veltrano's satisfactory review and approval of Fairwater's financial condition, based on the financial statements and other materials submitted in connection with the consent request. In particular, Veltrano will confirm that Fairwater satisfies the replacement guarantor financial covenants described in Section V.B below.

V. Replacement Guarantor Requirements A. Current Guarantor The current carve-out guarantor under the Veltrano Loans is Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership. GMP Fund III executed the Carve-Out Guaranty dated as of February 1, 2021, contemporaneously with the origination of the Veltrano Loans. The Carve-Out Guaranty is a non-recourse carve-out guaranty—commonly referred to in the

VI. Borrower Covenants A. Single-Purpose Entity (SPE) Covenants

Article 5 of the Loan Agreement contains detailed covenants requiring each Borrower to maintain its status as a single-purpose, bankruptcy-remote entity throughout the term of the Loans. These covenants are standard for CMBS-originated loans and are designed to ensure that the assets and liabilities of each Borrower remain separate from those of any affiliate or other Person, thereby minimizing the risk of substantiv

Section 6.06 of the Loan Agreement requires each Borrower to maintain the following insurance coverages at all times during the term of the Loans: (a) Property Insurance. "All Risk" or "Special Form" property insurance covering the improvements at each Property, in an amount not less than the full replacement cost of the improvements (as determined by an insurance appraisal or agreed upon with Lender), with a deducti

Section 6.08 of the Loan Agreement imposes restrictions on the leasing activities of the Borrowers with respect to the Office Properties. These restrictions are designed to protect the Lender's interest in the quality and stability of the rental income stream and include the following: (a) Lender's Prior Consent for Major Leases. The Borrowers must obtain Lender's prior written consent before entering into any lease

Section 6.10 of the Loan Agreement addresses the establishment and maintenance of operating accounts and cash management arrangements for the Borrower entities. The operating accounts for the four Target Entities associated with the Veltrano Loans are currently maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Co