Contract analysis

1. Confirm Final Total Consideration. The adjusted purchase price at closing was $1,098,930,000 (the $1,100,000,000 aggregate purchase price less the $1,070,000 PCA repair credit). A post-closing proration true-up in the amount of $347,218 (net credit to Buyer) was agreed upon by the parties on August 28, 2024, and paid by Seller to Buyer on September 5, 2024. Ashford Prewitt should confirm whether the $347,218 true-

2. Class I — Operating Cash. Obtain closing-date bank statements from Magnolia Commerce Bank, N.A. (Linda Prescott, Vice President, Commercial Banking; Tel: (404) 555-8200) for all fourteen (14) Target Entity operating accounts to confirm the aggregate cash balance as of 12:01 a.m. Eastern Time on June 6, 2024. The cash balances are expected to be nominal but must be confirmed for inclusion in the Class I allocation.

3. Class III — Receivables and Deposits. Confirm the face value of the following items as of the June 6, 2024 Closing Date: (a) tenant accounts receivable (rents receivable) for each of the fourteen properties; (b) CAM/OpEx reconciliation accruals and the $1,850,000 reconciliation reserve; (c) tenant security deposits of $4,283,000 (aggregate across 87 leases); and (d) any prepaid expenses or other items properly cla

4. Class V — Sub-Allocation Between Land and Depreciable Improvements. Request the detailed appraisal reports from Stonebridge Valuation Advisors, LLC (Maureen Alcott, MAI) for each of the fourteen properties, with separate valuations for (a) land, (b) building/improvements (depreciable real property under Section 168), (c) land improvements (site work, parking, landscaping), and (d) tangible personal property (furni

5. Class V — PCA Credit Allocation. Reduce the allocated values for the four affected properties by the negotiated PCA repair credit amounts, as follows: Buckhead Place Office Tower ($445,000), Cool Springs Office Park ($310,000), Lakeland Crossings Industrial ($190,000), and SouthPark Corporate Center ($125,000). Total PCA credit: $1,070,000. The reductions should be applied to the building/improvements (Section 125

6. Class VI — Lease Intangible Valuation. Prepare a comprehensive analysis of leasehold intangible values for each of the 87 leases in the portfolio, including: (a) in-place lease intangibles (lease origination costs, including avoided leasing commissions, legal fees, and absorption period costs); (b) above-market lease intangibles (the present value of the excess of contractual rents over market rents over the remai

7. Class VII — Goodwill Residual. Confirm whether any residual consideration remains after allocation to Classes I through VI. Given the 6.80% in-place capitalization rate, the below-replacement-cost acquisition basis, and the arm's-length nature of the transaction, residual goodwill is expected to be minimal or $0. If any residual exists (including as a result of rounding or computational adjustments), it should be

8. Seller's Corresponding Filing. Confirm with Caldwell Murray & Oakes LLP (William Oakes, CPA, Engagement Partner; 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326; Tel: (404) 555-6100) that Greystone Meridian Partners Fund III, L.P. will file a Form 8594 with its 2024 federal income tax return using the identical agreed allocation set forth in PSA Exhibit K. Pursuant to Section 10.4 of the PSA, both parti

9. REIT Qualification Considerations. Per the REIT Qualification Impact Memorandum previously prepared by Calderwood & Harkness LLP (Sylvia Hartwell, dated March 2024), confirm that the allocation of the purchase price between real property assets and other assets (including intangible assets, receivables, and cash) maintains Fairwater's compliance with the 75% asset test under Section 856(c)(4) of the Code. Specific

10. Filing Deadline and Coordination. IRS Form 8594 must be filed with Fairwater's 2024 federal income tax return (Form 1120-REIT) for the taxable year ending December 31, 2024. Assuming Fairwater files on an automatic extension, the extended due date would be October 15, 2025. Ashford Prewitt should confirm the filing timeline and ensure that the final Form 8594, incorporating all confirmed figures and allocations,