Contract analysis

Section 1.1 — Defined Terms As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Policy, including in the Declarations Page. "Acquisition Agreement" means that certain Purchase and Sale Agreement, dated as of February 28, 2024, by and between Greystone Meridian

Section 1.2 — Interpretation (a) Terms defined in the Acquisition Agreement and used but not otherwise defined in this Policy shall have the meanings ascribed to them in the Acquisition Agreement, as in effect on the date of execution thereof and giving effect to all amendments thereto. (b) References in this Policy to sections, articles, exhibits, or schedules of the Acquisition Agreement are references to such sect

ARTICLE II — INSURING AGREEMENT

Section 2.1 — Coverage Grant Subject to all of the terms, conditions, exclusions, and limitations of this Policy, including the Retention, the Policy Limit, and the exclusions set forth in Article IV, Sentinel Specialty Insurance Company hereby agrees to indemnify, defend, and hold harmless each Insured from and against all Losses arising out of or resulting from any breach of any Covered Representation that existed

Section 2.2 — Covered Representations This Policy covers the representations and warranties of the Seller as specifically enumerated and described in Schedule B hereto. The Covered Representations include, without limitation, the following categories of representations and warranties of the Seller set forth in the Acquisition Agreement: (a) Organization and Good Standing. Representations that the Seller is duly organ

Section 2.3 — Buyer-Side Policy; No Privity with Seller This Policy is a buyer-side representations and warranties insurance policy. The Seller is not a party to this Policy and has no rights, obligations, or liabilities hereunder. The Insurer shall have no right of subrogation, contribution, or other claim against the Seller, except in cases of fraud by the Seller or any Seller's Knowledge Individual, as more fully

Section 2.4 — Relationship to Acquisition Agreement Indemnification The Retention set forth in this Policy may be satisfied by Losses actually incurred by the Insured, whether or not such Losses are actually recovered from the Seller under the indemnification provisions of the Acquisition Agreement. For the avoidance of doubt, the Insured need not demonstrate that it has made a claim against the Seller, or that any c

Section 3.1 — Initial Retention The Insurer shall have no liability for any Loss or any portion of a Loss under this Policy unless and until the aggregate amount of all Losses incurred by the Insured exceeds $11,000,000 (Eleven Million United States Dollars) (the "Initial Retention"). Once the aggregate amount of all Losses equals or exceeds the Initial Retention, the Insurer shall be liable for all Losses in excess

Section 3.2 — Retention Step-Down Effective as of June 6, 2025 (being the date that is twelve (12) months following the Closing Date), the Retention shall automatically and without further action by any party reduce from $11,000,000 to $5,500,000 (Five Million Five Hundred Thousand United States Dollars), representing fifty percent (50%) of the Initial Retention (the "Reduced Retention"). If, as of the step-down date

Section 3.3 — Satisfaction of Retention The Retention may be satisfied by any one or more of the following: (a) amounts actually recovered by the Insured from the Seller under the indemnification provisions of the Acquisition Agreement, including without limitation amounts recovered from the $16,500,000 Indemnity Escrow held by Commonwealth National Title Insurance Company; (b) amounts that the Insured is entitled to

Section 4.1 — General Exclusions Notwithstanding anything in this Policy to the contrary, this Policy shall not cover, and the Insurer shall have no liability for, any Loss to the extent arising out of, resulting from, or attributable to any of the following: (a) Known Matters / Buyer's Knowledge. Any breach of a Covered Representation to the extent that any of the Buyer's Knowledge Individuals (Marcus Devereaux, Lea

Section 4.2 — Specific Exclusions (Schedule C) In addition to the General Exclusions set forth in Section 4.1, this Policy shall not cover, and the Insurer shall have no liability for, any Loss arising out of, resulting from, or attributable to the specific matters identified in Schedule C hereto. Schedule C sets forth specific matters identified during the due diligence process and disclosed in the Acquisition Agree

Section 4.3 — No Exclusion for Seller Fraud Notwithstanding the foregoing provisions of this Article IV, the exclusions set forth in Sections 4.1 and 4.2 shall not apply to any Loss arising out of or resulting from fraud committed by the Seller or any of the Seller's Knowledge Individuals (Victor Lansdell, Elise Rathborne, or Sean Kilpatrick) in connection with the making of the Covered Representations. For purposes

ARTICLE V — POLICY PERIOD AND SURVIVAL

Section 5.1 — General Representations Coverage for Losses arising from breaches of General Representations shall expire at 11:59 p.m. Eastern Time on December 6, 2025 (being the date that is eighteen (18) months following the Closing Date). This expiration date is coterminous with the survival period for general representations and warranties of the Seller under the Acquisition Agreement. All Claims for Losses arisin

Section 5.2 — Fundamental Representations Coverage for Losses arising from breaches of Fundamental Representations shall expire at 11:59 p.m. Eastern Time on June 6, 2027 (being the date that is thirty-six (36) months following the Closing Date). All Claims for Losses arising from breaches of Fundamental Representations must be reported in writing to the Insurer prior to the expiration of coverage on June 6, 2027. An

Section 5.3 — Tax Representations Coverage for Losses arising from breaches of Tax Representations shall expire at 11:59 p.m. Eastern Time on June 6, 2027 (being the date that is thirty-six (36) months following the Closing Date). This expiration date is coterminous with the tax representation survival period under the Acquisition Agreement. All Claims for Losses arising from breaches of Tax Representations must be r

Section 5.4 — Pending Claims If a Claim has been properly noticed to the Insurer in accordance with the requirements of Article VI prior to the applicable expiration date set forth in Sections 5.1, 5.2, or 5.3 above, the Insurer's liability for such Claim shall continue, and the Insurer's obligations with respect to such Claim shall remain in full force and effect, until such Claim is finally resolved, whether by set

ARTICLE VI — CLAIMS PROCEDURES

Section 6.1 — Notice of Claim The Insured shall provide written notice to the Insurer of any actual or potential Claim as promptly as reasonably practicable after any Buyer's Knowledge Individual or any officer or director of the Named Insured becomes aware of facts or circumstances reasonably likely to give rise to a Loss under this Policy. Notice shall be deemed "promptly" given if delivered within thirty (30) days

Section 6.2 — Contents of Notice Each notice of Claim shall include, to the extent reasonably available to the Insured at the time of notice, the following: (a) identification of the specific Covered Representation(s) alleged to have been breached, including a reference to the applicable section(s) of the Acquisition Agreement; (b) a reasonably detailed description of the facts and circumstances giving rise to the Cl

Section 6.3 — Third-Party Claims If any Claim under this Policy arises from a claim, demand, action, suit, proceeding, or investigation brought or asserted by a person or entity that is not an Insured or an affiliate of an Insured (a "Third-Party Claim"), the following procedures shall apply: (a) Control of Defense. The Insured shall have the right to control the defense, investigation, and resolution of any Third-Pa

Section 6.4 — Direct Claims For Claims that are not Third-Party Claims (i.e., Direct Claims asserted by the Insured for breaches of Covered Representations discovered independently of any third-party action), the Insured shall provide the notice described in Section 6.1 and shall cooperate with the Insurer in investigating and evaluating the Claim. The Insurer shall acknowledge receipt of each properly noticed Direct

Section 6.5 — Cooperation The Insured shall reasonably cooperate with the Insurer in the investigation, evaluation, and resolution of any Claim, including by: (a) providing the Insurer with reasonable access to relevant documents, files, records, and data in the Insured's possession or control that relate to the Claim; (b) making the Buyer's Knowledge Individuals and other relevant officers, directors, employees, and

Section 7.1 — Subrogation Rights Upon payment of any Loss under this Policy, the Insurer shall be subrogated, to the extent of such payment, to all rights, claims, and causes of action of the Insured against any third party (other than those persons and entities as to whom subrogation is waived pursuant to Sections 7.2 and 7.3) with respect to the Loss for which payment has been made. The Insured shall execute and de

Section 7.2 — No Subrogation Against Seller The Insurer expressly and irrevocably waives any and all rights of subrogation, contribution, indemnification, or other recovery against the Seller, its affiliates (including without limitation Greystone Meridian Capital LLC and Argyle Property Services LLC), and their respective past, present, and future directors, officers, members, managers, partners, employees, agents,

Section 7.3 — No Subrogation Against Specified Parties In addition to the waiver of subrogation set forth in Section 7.2, the Insurer further waives any and all rights of subrogation against each of the following: (a) any current or former director, officer, member, manager, employee, or agent of any Target Entity; (b) any current or former tenant of any Property, including without limitation any tenant under any of

ARTICLE VIII — ASSIGNMENT AND SUCCESSORS

Section 8.1 — Assignment This Policy may not be assigned, transferred, or conveyed by the Insured to any third party without the prior written consent of the Insurer, which consent may be withheld in the Insurer's sole and absolute discretion, except as follows: (a) Automatic Assignment. This Policy shall automatically, and without the need for any consent or approval of the Insurer, be assigned to and shall inure to

Section 8.2 — Successors This Policy shall be binding upon and inure to the benefit of the Insurer and its successors and assigns, and the Insured and its successors and permitted assigns, in each case in accordance with and subject to the terms of this Policy.

Section 9.1 — Entire Agreement This Policy, together with the Declarations Page and Schedules A through C attached hereto and incorporated herein by reference, constitutes the entire agreement between the Insurer and the Insured with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings, representations, and warranties, whether written or oral, rela

Section 9.2 — Amendments No amendment, modification, supplement, or waiver of any provision of this Policy shall be effective unless set forth in a written instrument duly executed by both the Insurer and the Insured (or, in the case of a waiver, by the party against whom enforcement of such waiver is sought). No course of dealing, course of performance, or trade usage shall be deemed to amend or modify this Policy.

Section 9.3 — Severability If any provision of this Policy, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Policy shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed, construed, and e

Section 9.4 — Governing Law This Policy shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of law principles that would result in the application of the laws of any other jurisdiction. The governing law of this Policy is consistent with the governing law of the Acquisition Agreement.

Section 9.5 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Policy, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be resolved by binding arbitration conducted in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration

Section 9.6 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Policy shall be in writing and shall be deemed to have been duly given when: (a) delivered in person; (b) sent by nationally recognized overnight courier service (with confirmation of delivery); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) transmitted

Section 9.7 — Waiver No failure or delay by any party in exercising any right, power, or privilege under this Policy shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Policy are cumulative and are not exclusive

Section 9.8 — Currency All amounts expressed in this Policy, including without limitation the Policy Limit, the Retention, the De Minimis Threshold, the Premium, and all Losses, are denominated in, and shall be paid in, United States Dollars.

Section 9.9 — No Third-Party Beneficiaries Except for the Additional Insureds expressly identified in the Declarations Page and their successors and permitted assigns, no person or entity that is not a party to this Policy shall have any right, benefit, or interest under or by virtue of this Policy. Without limiting the generality of the foregoing, the Seller, the Seller's Knowledge Individuals, and any other person

Section 9.10 — Counterparts This Policy may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail in portable document format (.pdf) or by any other electronic means shall be effective as delivery of a manually executed counterpart. SCHEDULE A TARGET ENTITIES AND