Contract analysis

I. Introduction and Purpose This firm represents Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or "Buyer"), with its principal offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT," with an aggregate market capitali

II. Description of the Transaction Fairwater has entered into a Purchase and Sale Agreement dated February 28, 2024 (the "PSA") with Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Seller's principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Ge

III. Identification of the Sycamore Loans The two loans originated by Sycamore Life that are subject to this consent request are as follows: A. Loan 3-A Borrower: GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063) Property: Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071 Property Type: Logistics / warehouse facility; approximately 345,000 ren

IV. Nature of Consent Requested We respectfully request that Sycamore Life provide its written consent to the following: (a) The transfer of one hundred percent (100%) of the membership interests in GMP Peachtree LLC and GMP Mount Juliet LLC from GMP Fund III (and its direct and indirect subsidiaries, as applicable) to Fairwater Real Estate Investment Trust (and/or one or more wholly owned subsidiaries of Fairwater d

V. Replacement Guaranty In connection with the proposed change of control, and as a condition to closing under the PSA, Fairwater Real Estate Investment Trust will execute and deliver to Sycamore Life a replacement carve-out guaranty (the "Replacement Guaranty") in favor of Sycamore Life, which will replace in its entirety the existing carve-out guaranty provided by GMP Fund III. The form of the Replacement Guaranty

VI. Buyer's Financial Profile and Qualifications Fairwater Real Estate Investment Trust is a Maryland real estate investment trust that has been publicly traded on the New York Stock Exchange under the ticker symbol "FREIT" since its initial public offering in 2009. As noted above, Fairwater's aggregate market capitalization was approximately $4.8 billion as of the fourth quarter of 2023. The senior leadership of Fai

VII. Consent Fee In accordance with the terms of the Loan Agreement, a consent fee is payable to Sycamore Life in connection with the Lender's processing and granting of consent to the proposed change of control. The consent fee is calculated as follows: Consent Fee Rate: 0.125% of the outstanding principal balance of the loans Outstanding Principal Balance: $48,100,000 Consent Fee Calculation: $48,100,000 × 0.00125

VIII. Lender Consent Deadline and Timeline Under the terms of the PSA, the deadline for receipt of all required lender consents, including the consent of Sycamore Life, is May 24, 2024 (the "Lender Consent Deadline"). The scheduled Closing Date for the transaction is May 31, 2024. Receipt of Sycamore Life's consent to the change of control is an express condition to closing under the PSA, and the failure to obtain su

IX. Summary of Enclosures The following documents are enclosed with this letter for Sycamore Life's review in connection with this consent request:

1. Executed Purchase and Sale Agreement dated February 28, 2024 (redacted as appropriate for confidentiality)

2. Draft Form of Lender Consent Letter (PSA Exhibit R)

3. Draft Replacement Carve-Out Guaranty (PSA Exhibit S)

4. Draft Assumption Agreement for the Sycamore Loans

5. Fairwater REIT organizational documents, including the Declaration of Trust, bylaws, and certificate of good standing from the State of Maryland

6. Board of Trustees resolutions authorizing the acquisition and the assumption of the Sycamore loans

7. Fairwater REIT audited financial statements for the most recent fiscal year, together with the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission

8. Certificates of formation and certificates of good standing for GMP Peachtree LLC and GMP Mount Juliet LLC, each issued by the Secretary of State of the State of Delaware

9. Current rent rolls for Peachtree Corners Logistics Center and Mount Juliet Commerce Park

10. Certificates of insurance evidencing current property and general liability coverage for each of the subject properties Should Sycamore Life require any additional documents or information beyond the foregoing, we will endeavor to provide the same promptly upon request.

X. Contact Information and Coordination For your convenience, the primary contacts in connection with this consent request are as follows: Calderwood & Harkness LLP (Buyer's Counsel): Douglas Fairchild, Partner, Real Estate 450 Park Avenue, 28th Floor New York, NY 10022 Tel: (212) 844-7112 | Email: dfairchild@calderwoodharkness.com Grace Nakamura, Lead Associate, Real Estate 450 Park Avenue, 28th Floor New York, NY 1