Contract analysis

I. Executive Summary This memorandum presents a comprehensive review of the existing property and casualty, general liability, umbrella/excess liability, and other insurance policies currently maintained by or for the benefit of the fourteen Target Entities in connection with the proposed acquisition by Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") of 100% of the membership interests in each of

II. Scope and Methodology Documents Reviewed. In preparing this memorandum, we have reviewed the following documents and materials:

1. Existing Insurance Policies and Certificates of Insurance. All property and casualty, general liability, umbrella/excess liability, workers' compensation, and ancillary insurance policies and certificates of insurance maintained for the benefit of each of the fourteen Target Entities, as uploaded by Seller to the virtual data room maintained by Blackridge Hayes LLP (Seller's counsel) at folders 4.7.1 through 4.7.1

2. Purchase and Sale Agreement. The PSA dated January 15, 2024, between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, as Buyer, including all exhibits and schedules thereto, with particular focus on Exhibit M (Insurance Requirements), Exhibit U (Proration and Working-Capital Methodology), and Section 7.3 (Insurance Covenants).

3. Mortgage Loan Agreements. The following loan documents, each of which contains insurance requirements applicable to the mortgaged properties: (a) Master Loan Agreement dated September 15, 2020, by and among Pinnacle Federal Bank, N.A., as Lender, and the applicable Target Entity borrowers (Loans 1-A through 1-H; eight logistics properties; $421,600,000 outstanding principal balance; 4.22% fixed interest rate; matu

4. Tenant Leases. Insurance provisions contained in all eighty-seven (87) tenant leases across the fourteen properties, as reviewed in connection with the lease audit and as summarized in the Lease Audit Memorandum dated March 1, 2024.

5. Phase I Environmental Site Assessments. Phase I ESAs for all fourteen properties prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist), to the extent relevant to environmental and pollution liability insurance analysis.

6. Replacement Cost Appraisals. Replacement cost values for all fourteen properties as determined by Stonebridge Valuation Advisors, LLC (Maureen Alcott, MAI), for purposes of establishing total insured values under the replacement program.

7. FEMA Flood Zone Determinations. Federal Emergency Management Agency flood zone designations for each property, as reflected in the Standard Flood Hazard Determination Forms ordered through Pinnacle Federal Bank, N.A., and independently verified. Coordination with Insurance Broker This review has been prepared in coordination with Hartwick Gunderson & Associates, Inc. (Peter Langford, Account Executive), Buyer's in

III. Existing Insurance Program — Summary A. Current Insurance Carrier and Broker The existing insurance program for the portfolio is arranged and administered by Argyle Property Services LLC ("Argyle"), the Seller-affiliated property management company that currently manages all fourteen properties under a Portfolio Property Management Agreement dated January 1, 2020, between GMP Fund III and Argyle. The day-to-day

I. Business Income / Rental Value Existing Coverage. Business income and rental value coverage is included under the existing blanket all-risk property policy. This coverage provides indemnification for loss of rental income sustained by the insured during the period of restoration following a covered physical loss or damage to any of the insured properties. Coverage Terms. The existing coverage provides for 12 month

IV. Lender Insurance Requirements — Comparison to Existing and Proposed Coverage Each of the three mortgage loan agreements that will be assumed by Buyer in connection with the transaction contains detailed insurance requirements that must be satisfied as a condition precedent to the lenders' consent to the assumption. This section summarizes the insurance requirements of each lender and compares them to the existing

V. Coverage Gaps Identified Based on our review of the existing insurance program, the PSA requirements, the lender insurance requirements, and the proposed replacement program, we have identified the following six coverage gaps that require attention prior to or promptly following closing. Gap 1: Termination of Existing Policies Upon Change of Control Description. This is the most critical coverage gap. The existing

VI. PSA Insurance Requirements (Exhibit M) — Compliance Analysis PSA Exhibit M specifies the minimum insurance coverages that Buyer is required to have in place at or prior to closing. These requirements are a condition precedent to closing under PSA Section 7.3, and Seller has the right to terminate the PSA if Buyer fails to deliver evidence of compliance with Exhibit M at closing. The following table summarizes the

VII. Replacement Insurance Program — Ironclad Indemnity Insurance Company A. Carrier Overview The replacement insurance program will be placed with Ironclad Indemnity Insurance Company ("Ironclad Indemnity"), a well-established property and casualty insurer headquartered at 500 College Road East, Princeton, New Jersey 08540. Ironclad Indemnity is a member of the Ironclad Financial Group and has extensive experience i