Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") has completed its review of all sixty-three (63) service contracts currently in effect across the fourteen (14) real properties (collectively, the "Portfolio" or the "Properties") being acquired by Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") from Greystone Meridian Partners Fund III, L.P. ("Greystone Meridian" or "Seller"),

II. Scope and Methodology A. Review Scope C&H has reviewed every service contract disclosed by Seller on PSA Exhibit I and in the virtual data room hosted by Blackridge Hayes LLP (the "Data Room"). The Data Room was organized by property, and each service contract was located in the subfolder designated "07 — Service Contracts" within the applicable property folder. In total, sixty-three (63) executed service contrac

1. Document Review. C&H reviewed all executed contracts and amendments provided in the Data Room, totaling sixty-three (63) base contracts and seventy-one (71) amendments. Each contract was read in full, and key provisions were summarized in a standardized review matrix (attached hereto as Exhibit A) to facilitate cross-contract comparison and portfolio-level analysis.

2. Financial Cross-Referencing. Contract pricing terms were cross-referenced against the operating expense budgets and CAM (Common Area Maintenance) reconciliation schedules provided by Seller's accountant, Caldwell Murray & Oakes LLP (contact: William Oakes, CPA). This cross-referencing served two purposes: (i) confirming that the contract values disclosed on Exhibit I were accurate and consistent with actual vendor

3. Status Confirmation. The current status of each contract (active, expired-holdover, or terminated) was confirmed through direct communication with Sean Kilpatrick, portfolio manager at Argyle Property Services LLC, who manages day-to-day vendor relationships for all fourteen (14) properties. Mr. Kilpatrick confirmed that all sixty-three (63) contracts are currently active and in good standing, with no pending disp

4. PSA Compliance Analysis. Each contract was analyzed against the relevant provisions of the PSA, specifically Section 7.4 (Service Contracts), which provides that Buyer may designate contracts for termination prior to closing, to the extent such contracts are terminable without penalty on not more than thirty (30) days' notice, and that Buyer shall assume all contracts not so designated. Additionally, we analyzed e

5. Fairwater PM Coordination. C&H coordinated extensively with Leah Torrance, Senior Vice President of Asset Management at Fairwater REIT and head of operations at Fairwater Property Management LLC, to identify contracts that Fairwater PM intends to replace with its own preferred national vendors. Ms. Torrance provided a list of Fairwater PM's preferred vendor relationships by service category and geographic region,

III. Portfolio-Wide Contract Summary Table The following table provides a master summary of all sixty-three (63) service contracts currently in effect across the fourteen (14) properties in the Portfolio. Contracts are organized by property and numbered sequentially from 1 through 63. A complete version of this summary, with additional detail fields including vendor addresses, contact persons, CPI escalation provisio

IV. Assignability Analysis A. Entity-Level Transfer — General Principle As noted in the Executive Summary, the acquisition is structured as a transfer of 100% of the membership interests in each of the fourteen (14) Target Entity LLCs. Each Target Entity is a single-purpose Delaware limited liability company formed to hold title to a single property in the Portfolio. Under this structure, the legal entity that is the

V. Termination Provisions Analysis A. Termination for Convenience We have reviewed the termination-for-convenience provisions in each of the sixty-three (63) contracts. Our findings are summarized below. Contracts with Express Termination for Convenience (49 contracts). Forty-nine (49) of the sixty-three (63) contracts contain an express termination-for-convenience provision, permitting the property owner (or contrac

VI. Auto-Renewal Analysis A. Contracts with Auto-Renewal Provisions Forty-one (41) of the sixty-three (63) contracts contain auto-renewal provisions. The distribution of auto-renewal terms is as follows: The twenty-eight (28) contracts with one-year auto-renewal terms are the most common configuration and require the most careful monitoring of opt-out dates. The nine (9) contracts with month-to-month auto-renewal ter

VII. Contracts with Argyle Property Services LLC (Seller Affiliate) A. Property Management Agreements Each of the fourteen (14) Target Entities is party to a property management agreement with Argyle Property Services LLC, an affiliate of Greystone Meridian Partners, located at 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 (portfolio manager: Sean Kilpatrick). Under these agreements, Argyle has served as the

VIII. Contracts Recommended for Termination (12 Contracts) A. Summary Table — Recommended Terminations The following table summarizes the twelve (12) contracts recommended for termination post-closing. Each contract has been analyzed for termination provisions, early termination fees, vendor replacement alternatives, and timing considerations. Note: Contract No. 21 (Alliance supplemental grounds maintenance) appears

IX. Contracts Recommended for Assumption (51 Contracts) A. General Assessment The remaining fifty-one (51) contracts are recommended for assumption without modification following the closing of the Transaction. These contracts cover the essential property services required for the ongoing operation of the fourteen Properties, including: (a) HVAC maintenance and repair (other than the one contract recommended for term