Contract analysis

1. Purchase and Sale Agreement. The Transfer is being effected pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024 (as so amended, the "PSA"), between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, as seller ("Seller"), and Fairwater Real Estate Investment Trust, a Mary

2. Transaction Structure. The transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer will acquire one hundred percent (100%) of the membership interests in fourteen (14) property-owning Delaware limited liability companies (the "Property LLCs") from Seller. The Property LLCs include, among others, GMP Peachtree LLC (Borrower A) and GMP Mount Juliet LLC (Borrower B),

3. Aggregate Purchase Price. The aggregate purchase price for all fourteen (14) Property LLCs under the PSA is One Billion One Hundred Million and No/100 Dollars ($1,100,000,000).

4. Total Assumed Debt. The total indebtedness to be assumed by Buyer in connection with the transaction is approximately Six Hundred Twelve Million and No/100 Dollars ($612,000,000), consisting of outstanding loans across three separate lenders, as follows:

5. Cash Equity at Closing. The cash equity to be funded by Buyer at closing is approximately Four Hundred Eighty-Eight Million and No/100 Dollars ($488,000,000), representing the difference between the aggregate purchase price and the total assumed debt.

6. Consent Required. The transfer of one hundred percent (100%) of the membership interests in each of Borrower A and Borrower B from Seller to Buyer constitutes a "change of control" under Section 7.05 of the Loan Agreement and requires the prior written consent of Lender. EXHIBIT C WIRE INSTRUCTIONS FOR CONSENT FEE The Consent Fee shall be paid by wire transfer of immediately available funds to the following accoun