Contract analysis

I. Executive Summary This memorandum outlines the strategy for obtaining lender consents from three existing mortgage lenders as a condition precedent to closing the approximately $1,100,000,000 entity-level acquisition by Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") of fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and, collectively,

II. Overview of Existing Mortgage Debt A. Summary of Loan Facilities The fourteen Target Entity LLCs are borrowers under three separate loan facilities with three different institutional lenders. The table below summarizes each loan facility, the number of loans and properties secured, the outstanding principal balance as of February 28, 2024, the applicable interest rate, and the maturity date. As the table reflects

III. Change of Control Provisions — Analysis by Lender Each of the three loan facilities contains provisions restricting the transfer of ownership interests in the borrower entities without the prior written consent of the applicable lender. Although the specific definitions, thresholds, and consent standards vary among the three facilities, the proposed transaction — a transfer of 100% of the membership interests in

IV. Consent Fee Analysis A. Fee Calculation by Lender Each of the three loan facilities specifies a consent fee payable to the lender in connection with the lender's review and approval of a change of control transaction. The consent fee is calculated as a percentage of the outstanding principal balance of the applicable loan or loans as of the date of the consent request. The applicable percentages and resulting fee

V. Replacement Guaranty Requirements A. Current Guarantor The current carve-out guarantor under each of the three loan facilities is Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205), a Delaware limited partnership with its principal offices at 900 North Michigan Avenue, Suite 2400, Chicago, IL 60611. GMP Fund III executed a separate carve-out guaranty in favor of each lender at the time of the original lo

VI. Consent Process and Timeline A. Proposed Timeline The following table sets forth the proposed timeline for the lender consent workstream, including key action items, target dates, and corresponding PSA deadlines where applicable. The timeline is designed to provide adequate lead time for the lender review and negotiation process while preserving the ability to close on the scheduled Closing Date of May 31, 2024.

1. Cover letter from Calderwood & Harkness LLP formally requesting the lender's consent to the change of control transaction, identifying the applicable loan facility, the borrower entities, and the nature of the proposed transfer;

2. Copy of the Purchase and Sale Agreement (execution version), redacted as appropriate to protect commercially sensitive terms that are not relevant to the lender's consent review (such as purchase price allocation, earnest money provisions, and certain representations and warranties);

3. Organizational chart depicting the pre-closing and post-closing ownership structure of each borrower entity, including all direct and indirect ownership levels from Fairwater REIT through the applicable Target Entity LLC;

4. Fairwater REIT's audited financial statements for the fiscal year ended December 31, 2023, together with the independent auditor's report, and the most recent interim unaudited financial statements (expected to be for the quarter ended December 31, 2023, or March 31, 2024, if available);

5. Evidence of Fairwater REIT's status as a real estate investment trust, including the IRS determination letter (if available) or, alternatively, a tax opinion from qualified tax counsel confirming Fairwater's qualification as a REIT under Sections 856–860 of the Internal Revenue Code;

6. Organizational documents of Fairwater REIT, including the Declaration of Trust (as amended), bylaws, and certified copies of board resolutions authorizing the acquisition of the Target Entities and the execution and delivery of the replacement guaranties, assumption agreements, and related documents;

7. Draft replacement guaranty for each lender, prepared based on the form attached as Exhibit S to the PSA;

8. Draft assumption agreement for each lender, pursuant to which the applicable borrower entities (now controlled by Fairwater REIT) confirm their continued obligations under the loan documents and Fairwater REIT assumes the obligations of the new controlling entity;

9. Current rent rolls and occupancy reports for the properties securing each lender's facility, demonstrating current leasing activity, tenant credit quality, and occupancy levels;

10. Evidence of insurance coverage meeting the requirements of the applicable loan documents, including certificates of insurance naming the lender as mortgagee and additional insured, as applicable. We will coordinate with Camille Oduya and David Elgin Park at Fairwater REIT to assemble items 4 through 6, and with Seller's counsel (Nathaniel Pryce at Blackridge Hayes LLP) to obtain the current rent rolls, occupancy

VII. Lender-Specific Strategy and Risk Assessment This section provides a lender-by-lender assessment of the risk profile, anticipated challenges, estimated processing timeline, and recommended mitigation strategies for each consent. A. Pinnacle Federal Bank, N.A. Risk Level: Moderate to High Pinnacle holds the largest position in the assumed debt portfolio, with an outstanding principal balance of $421,600,000 repre

VIII. Assumption Agreements In connection with each lender consent, Fairwater REIT (or the applicable Target Entity LLC, now controlled by Fairwater REIT following the closing of the acquisition) must execute an assumption agreement pursuant to which the borrower under each loan facility is confirmed and Fairwater REIT assumes all obligations of the new controlling entity. The assumption agreement is a key closing de

IX. Coordination with Title and Closing Workstreams The lender consent workstream intersects directly with the title insurance and closing workstreams. Commonwealth National Title Insurance Company ("Commonwealth Title") has been engaged as the title underwriter for the transaction, with Kenneth Stanhope, Senior Vice President and Title Officer, and Virginia Moorehead, Assistant Vice President and National Counsel, s

X. PSA Provisions Regarding Lender Consent The PSA contains several provisions that directly govern the lender consent process and its relationship to the closing of the transaction. The key provisions are summarized below. Lender Consent as Condition Precedent. The PSA provides that receipt of written consent from each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Compan

XI. Action Items and Assignments The following table sets forth the key action items, responsible team members, and target dates for the lender consent workstream. All dates assume adherence to the overall timeline set forth in Section VI.A. We will maintain a running tracker of all action items and deadlines, with updates provided to the full team on each weekly status call. Any changes to the timeline or the emerge

XII. Summary of Key Contacts Fairwater REIT (Client) Calderwood & Harkness LLP (Our Firm) Seller / Seller's Counsel Lenders and Lender Counsel Buyer's Accountants.

XIII. Conclusion and Recommendations The lender consent workstream is on the critical path to the