Contract analysis

I. Executive Summary This memorandum sets forth our analysis of the loan documents governing the two loans (designated herein as Loan 3-A and Loan 3-B) originated by Sycamore Life Insurance Company, a Connecticut stock life insurance company ("Sycamore" or the "Lender"), in connection with the proposed acquisition by Fairwater Real Estate Investment Trust ("Fairwater REIT" or the "Buyer") of one hundred percent (100%

II. Scope and Loan Documents Reviewed The following documents were provided to us by Seller's counsel, Bellweather Pratt & Cummings LLP, through the virtual data room maintained on Thackeray Solutions (Project Atlas), and were reviewed in connection with the preparation of this memorandum. A. Master Facility Document

1. Note Purchase Agreement dated November 22, 2019, by and among Sycamore Life Insurance Company (as Purchaser/Lender), GMP Peachtree LLC and GMP Mount Juliet LLC (as Borrowers), and Greystone Meridian Partners Fund III, L.P. (as Guarantor) (the "NPA").

2. First Amendment to Note Purchase Agreement dated March 15, 2021, modifying certain reserve escrow provisions and updating insurance requirements in connection with the completion of construction at the Mount Juliet Commerce Park property (the "First Amendment").

3. Second Amendment to Note Purchase Agreement dated August 10, 2022, modifying the annual financial reporting delivery schedule from 90 days to 120 days post-fiscal-year-end and updating certain notice addresses (the "Second Amendment"). No further amendments to the NPA were identified in the data room or disclosed by Seller's counsel. We have requested confirmation from Seller that the First Amendment and Second Am

1. Loan Supplement 3-A dated November 22, 2019, pertaining to GMP Peachtree LLC as Borrower, governing the loan secured by the Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (Gwinnett County).

2. Loan Supplement 3-B dated November 22, 2019, pertaining to GMP Mount Juliet LLC as Borrower, governing the loan secured by the Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, TN 37122 (Wilson County). C. Security Documents

1. Deed to Secure Debt, Assignment of Rents, and Security Agreement dated November 22, 2019, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company, recorded in the Office of the Clerk of Superior Court of Gwinnett County, Georgia, at Deed Book 58412, Page 1247 — securing Loan 3-A with the Peachtree Corners Logistics Center property.

2. Deed of Trust, Assignment of Rents, and Security Agreement dated November 22, 2019, executed by GMP Mount Juliet LLC, as Grantor, to First Fidelity Title Company of Tennessee, as Trustee, for the benefit of Sycamore Life Insurance Company, as Beneficiary, recorded in the Register's Office of Wilson County, Tennessee, at Book 2104, Page 892 — securing Loan 3-B with the Mount Juliet Commerce Park property.

3. Assignment of Leases and Rents (Peachtree Corners Logistics Center) dated November 22, 2019, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company, recorded in Gwinnett County, Georgia.

4. Assignment of Leases and Rents (Mount Juliet Commerce Park) dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company, recorded in Wilson County, Tennessee.

5. UCC-1 Financing Statement — GMP Peachtree LLC (as debtor), filed with the Delaware Secretary of State, File No. 2019-8421063 (entity-level filing covering personal property collateral of the Delaware LLC borrower).

6. UCC-1 Financing Statement — GMP Mount Juliet LLC (as debtor), filed with the Delaware Secretary of State, File No. 2019-8421070 (entity-level filing covering personal property collateral of the Delaware LLC borrower).

7. UCC-1 Financing Statement — Fixture Filing, filed in Gwinnett County, Georgia, with respect to fixtures located at the Peachtree Corners Logistics Center.

8. UCC-1 Financing Statement — Fixture Filing, filed in Wilson County, Tennessee, with respect to fixtures located at the Mount Juliet Commerce Park.

9. Environmental Indemnity Agreement dated November 22, 2019, executed by GMP Peachtree LLC and Greystone Meridian Partners Fund III, L.P. in favor of Sycamore Life Insurance Company (Peachtree Corners Logistics Center).

10. Environmental Indemnity Agreement dated November 22, 2019, executed by GMP Mount Juliet LLC and Greystone Meridian Partners Fund III, L.P. in favor of Sycamore Life Insurance Company (Mount Juliet Commerce Park). D. Guaranty

1. Carve-Out Guaranty Agreement dated November 22, 2019 (the "Existing Guaranty"), executed by Greystone Meridian Partners Fund III, L.P., as Guarantor, in favor of Sycamore Life Insurance Company, guaranteeing certain non-recourse carve-out obligations of the Borrowers under the NPA and the Loan Supplements. E. Other Documents Reviewed

1. Promissory Note (Loan 3-A) dated November 22, 2019, in the original principal amount of $27,500,000, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company.

2. Promissory Note (Loan 3-B) dated November 22, 2019, in the original principal amount of $23,500,000, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company.

3. Certificate of Formation and Limited Liability Company Agreement of GMP Peachtree LLC, as delivered at loan origination, together with all amendments thereto through the date hereof.

4. Certificate of Formation and Limited Liability Company Agreement of GMP Mount Juliet LLC, as delivered at loan origination, together with all amendments thereto through the date hereof.

5. Good standing certificates for each Borrower (Delaware and state of property location) delivered at loan origination.

6. Certificate of Insurance — Argyle Property Services LLC (as agent for borrowers), evidencing property, liability, and other coverages as required under the NPA.

7. Insurance Requirements Schedule annexed to the NPA as Exhibit F.

8. Lockbox Agreement dated November 22, 2019, by and among Magnolia Commerce Bank, N.A., GMP Peachtree LLC, and Sycamore Life Insurance Company, establishing a lockbox arrangement for tenant rent collections at the Peachtree Corners Logistics Center.

9. Lockbox Agreement dated November 22, 2019, by and among Magnolia Commerce Bank, N.A., GMP Mount Juliet LLC, and Sycamore Life Insurance Company, establishing a lockbox arrangement for tenant rent collections at the Mount Juliet Commerce Park.

10. Subordination, Non-Disturbance and Attornment Agreement (SNDA) — Sycamore Life Insurance Company and Brightwater & Co. (tenant at Peachtree Corners Logistics Center), dated January 15, 2020.

11. Subordination, Non-Disturbance and Attornment Agreement (SNDA) — Sycamore Life Insurance Company and Vireo & Co. (tenant at Mount Juliet Commerce Park), dated February 28, 2020.

12. Subordination, Non-Disturbance and Attornment Agreement (SNDA) — Sycamore Life Insurance Company and Ashgrove Group (tenant at Mount Juliet Commerce Park), dated March 10, 2020.

13. Lender's Policy of Title Insurance (ALTA Loan Policy) — Peachtree Corners Logistics Center, Policy No. TIG-2019-00847231, issued by Ashbury Mutual Insurance, in the amount of $27,500,000.

14. Lender's Policy of Title Insurance (ALTA Loan Policy) — Mount Juliet Commerce Park, Policy No. TIG-2019-00847245, issued by Ashbury Mutual Insurance, in the amount of $23,500,000.

15. Phase I Environmental Site Assessment — Peachtree Corners Logistics Center, prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist), dated October 15, 2019.

16. Phase I Environmental Site Assessment — Mount Juliet Commerce Park, prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist), dated October 22, 2019. We note that no intercreditor agreement exists between Sycamore and either of the other portfolio lenders (Pinnacle Federal Bank or Veltrano Capital). The three lender facilities are documented independently, with separate collateral

III. Loan Structure and Key Terms A. Loan 3-A — GMP Peachtree LLC (Peachtree Corners Logistics Center) The Peachtree Corners Logistics Center is a Class A logistics facility consisting of a single building with 345,000 rentable square feet, situated on approximately 28.5 acres in the Peachtree Corners submarket of the greater Atlanta, Georgia metropolitan statistical area. The property was constructed in 2020 and fea

IV. Change of Control Provisions — Detailed Analysis A. Transfer Restrictions (Key Section) The transfer restriction provisions are set forth in Article V of the NPA, specifically Section 5.01 (Restrictions on Transfers) and Section 5.02 (Conditions to Permitted Transfers). These provisions are central to the proposed transaction and are analyzed in detail below.

Section 5.01(a) of the NPA provides, in relevant part: "No Borrower shall, without the prior written consent of Purchaser, directly or indirectly sell, convey, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of (collectively, a 'Transfer') all or any portion of the Property, or any legal, equitable, or beneficial interest therein, or permit any such Transfer."

Section 5.01(b) extends the transfer restriction to ownership interests in the Borrower entities and their upstream owners: "No Borrower, Guarantor, or any direct or indirect owner of any Borrower shall, without the prior written consent of Purchaser, directly or indirectly cause, permit, or suffer any Transfer of any direct or indirect ownership interest in any Borrower, or any interest in any entity that directly o

Section 5.01(c) expressly provides that any Transfer made without the required consent of Sycamore "shall constitute an Event of Default under this Agreement," entitling Sycamore to exercise all remedies available under Article VII of the NPA, including without limitation acceleration of the outstanding principal balance of all loans under the facility. There is no cure period for a Transfer-related Event of Default

Section 5.02 of the NPA sets forth the conditions that must be satisfied to obtain Sycamore's consent to a Transfer constituting a change of control. The introductory clause of Section 5.02 provides that Sycamore's consent to any Transfer "shall be in Purchaser's sole and absolute discretion." While this language theoretically gives Sycamore unfettered discretion to withhold consent, as a practical matter institution

1. Replacement Guarantor Financial Qualifications. The proposed replacement guarantor (Fairwater REIT) must satisfy specified minimum financial requirements, including minimum tangible net worth of not less than $500,000,000 and minimum liquid assets of not less than $50,000,000. The replacement guarantor must demonstrate compliance with these thresholds by delivering current audited and unaudited financial statement

2. Payment of Consent/Transfer Fee. A consent fee equal to 0.125% of the then-outstanding principal balance shall be paid to Sycamore concurrently with the delivery of Sycamore's written consent. Based on the February 28, 2024 OPB of $48,100,000, the consent fee is $60,125.

3. Delivery of Replacement Guaranty. A replacement carve-out guaranty must be executed and delivered by the replacement guarantor in form and substance satisfactory to Sycamore, covering all obligations currently guaranteed by GMP Fund III under the Existing Guaranty. Concurrently, GMP Fund III is to be released from its obligations under the Existing Guaranty (subject to any surviving obligations that arose prior to

4. Updated Borrower Organizational Documents. Amended and restated operating agreements (or amendments to existing operating agreements) for each Borrower, reflecting the new ownership structure and continuing compliance with the SPE covenants set forth in the NPA, must be delivered to Sycamore for review and approval.

5. Legal Opinions. Opinions of counsel to the transferee and the replacement guarantor, in form and substance satisfactory to Sycamore and its counsel, addressing (a) due organization and good standing; (b) due authorization, execution, and delivery of the transfer documents and the Replacement Guaranty; (c) enforceability of the Replacement Guaranty and the transfer documents; and (d) non-contravention of organizati

6. Updated Title Endorsements. If required by Sycamore, endorsements to the existing lender's title insurance policies (issued by Ashbury Mutual Insurance) reflecting the change in ownership of the Borrower entities and confirming continued validity and priority of the insured liens. We note that because the transaction is structured as a transfer of membership interests (rather than a conveyance of fee title), no ne

7. Updated Insurance Certificates. Certificates of insurance evidencing all required coverages under the NPA, naming Sycamore as loss payee/mortgagee (as applicable) and as additional insured on general liability policies, reflecting any changes in the insurer, policyholder, or coverage terms arising from the change in ownership.

8. No Existing Event of Default. As a condition to Sycamore's consent, no Event of Default (or event that with the passage of time or the giving of notice, or both, would constitute an Event of Default) shall exist under the NPA or any Loan Supplement at the time of the Transfer. We have reviewed the loan servicer reports and Borrower compliance certificates available in the data room and have identified no indicatio

9. Transferee Creditworthiness and Experience. Sycamore must be satisfied, in its sole discretion, with the financial condition, real estate investment experience, and creditworthiness of the proposed transferee (Fairwater REIT). This assessment is typically conducted by the lender's investment committee and may include a review of the transferee's annual reports, supplemental data packages, management team biographi

10. Execution of Assumption Agreement. The transferee must execute an assumption agreement (or joinder) in form satisfactory to Sycamore, pursuant to which the transferee expressly assumes all obligations of the Borrowers under the NPA, the Loan Supplements, and all related loan documents. Although the Borrower entities themselves do not change (the transaction is a membership interest transfer rather than a fee conv

V. Guaranty Analysis — Replacement Guarantor Requirements A. Existing Guarantor The current carve-out guarantor under the Existing Guaranty is Greystone Meridian Partners Fund III, L.P. ("GMP Fund III"), a Delaware limited partnership organized in 2018 as a closed-end commingled real estate investment fund managed by Greystone Meridian Partners LLC. GMP Fund III has total committed capital of approximately $2.4 billi

Section 5.02(a)(i) of the NPA sets forth the following minimum financial requirements for any replacement guarantor: • Minimum Tangible Net Worth: The replacement guarantor must maintain, as of the date of the Transfer and at all times thereafter during the term of the loans, a tangible net worth of not less than Five Hundred Million Dollars ($500,000,000). For purposes of this requirement, "tangible net worth" is de

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

Section 4.15 of the NPA imposes comprehensive single-purpose entity requirements on each Borrower. These covenants are standard for institutional-quality real estate financings and are designed to ensure that each Borrower entity is insulated from the liabilities of its affiliates and maintains a separate, identifiable existence for the benefit of the lender. A breach of the SPE covenants is a serious event that coul

Section 4.09 of the NPA and Exhibit F thereto (the "Insurance Requirements Schedule") require the Borrowers to maintain, at all times during the term of the loans, the following categories of insurance coverage: • Property Insurance (All-Risk). Replacement cost coverage for all improvements on the Properties, covering perils including but not limited to fire, windstorm, hail, explosion, vandalism, malicious mischief,

Section 4.12 of the NPA requires each Borrower to maintain a minimum debt service coverage ratio of not less than 1.25x (the "Minimum DSCR"), tested on a trailing twelve-month basis as of the end of each calendar quarter. For purposes of this covenant, "debt service coverage ratio" is defined as the ratio of (a) Net Operating Income (defined as gross revenues from the Property, less operating expenses, but excluding

Section 4.11 of the NPA (as modified by the Second Amendment) requires each Borrower to deliver the following financial reports and information to Sycamore on a periodic basis:

1. Annual Property-Level Operating Statements: Within one hundred twenty (120) days following the end of each fiscal year, a detailed operating statement for each Property for the prior fiscal year, certified by the Borrower (or the property manager on behalf of the Borrower) as being true, correct, and complete in all material respects.

2. Annual Rent Rolls: Within one hundred twenty (120) days following the end of each fiscal year, a current rent roll for each Property, listing all tenants, lease commencement and expiration dates, base rent, percentage rent (if applicable), recoveries, and any concessions or free rent periods.

3. Annual Property Budgets: Within thirty (30) days prior to the commencement of each fiscal year, an annual operating budget and capital expenditure budget for each Property for the upcoming fiscal year, in form and detail reasonably satisfactory to Sycamore.