Contract analysis

1. RECITALS AND BACKGROUND Commonwealth has issued pro forma title commitments for each of the following fourteen (14) commercial real properties (each a "Property" and collectively, the "Properties"), each of which is held by a separate Delaware limited liability company (each a "Target Entity" and collectively, the "Target Entities"). The Target Entities are currently wholly owned by Seller. Pursuant to the PSA, Bu

2. DEFINITIONS As used in this Letter, the following capitalized terms shall have the meanings ascribed to them below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the PSA. "Assumed Loans" means the existing mortgage loans secured by the Properties, as described in Section 1 above, which will remain in place following the closing pursuant to the lender consents o

3. GAP COVERAGE COMMITMENT Commonwealth hereby confirms that, notwithstanding any lapse of time between the respective Commitment Effective Dates and the Closing Date, and notwithstanding the fact that the title commitments were not issued as of the Closing Date, Commonwealth will provide full gap coverage for the Gap Period with respect to each of the fourteen (14) Properties. Specifically, Commonwealth agrees to in

4. RESULTS OF BRING-DOWN SEARCHES Commonwealth hereby confirms that the bring-down searches described in Section 3 above revealed no new liens, judgments, bankruptcies, lis pendens, or other adverse matters recorded or filed against any of the fourteen (14) Target Entities or any of the fourteen (14) Properties during the Gap Period, other than the following matters, each of which constitutes a Permitted Exception or

5. RELIANCE ON SELLER'S OWNER'S AFFIDAVITS In connection with its gap coverage commitment and the issuance of the Policies, Commonwealth has received and is relying upon owner's affidavits (title affidavits) executed at closing by the authorized signatory of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P. (Seller),

6. GAP INDEMNITY Commonwealth hereby indemnifies, defends, and agrees to hold harmless Fairwater Real Estate Investment Trust, as the Insured and Buyer under the PSA, and its successors and assigns, from and against any and all actual loss, cost, damage, liability, or expense (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from: (a) Any lien, encumbrance, defect, adverse cla

7. CONDITIONS TO ISSUANCE OF POLICIES Commonwealth confirms that, subject to the satisfaction of the following conditions, Commonwealth will issue the final ALTA Owner's Policies (2021 form) for each of the fourteen (14) Properties: (a) Payment of Title Insurance Premiums. Receipt by Commonwealth of the title insurance premiums for the Policies, which are estimated at Two Million Four Hundred Twenty Thousand Dollars

8. SURVEY CERTIFICATION Commonwealth acknowledges receipt and review of the final ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and in effect on February 23, 2021) for each of the fourteen (14) Properties. The surveys were prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Georgia Registration No.

9. ENTITY-LEVEL TRANSFER ACKNOWLEDGMENT Commonwealth acknowledges and confirms that the transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer is acquiring 100% of the membership interests in each of the fourteen (14) Target Entities from Seller. The transaction is not structured as a direct conveyance of fee title to the real property. As a result of this structure:

10. ESCROW AGENT CONFIRMATION Commonwealth, in its capacity as escrow agent under (a) the Escrow Agreement dated as of March 1, 2024 (the "Earnest Money Escrow Agreement"), governing the earnest money deposit, and (b) the Indemnity Escrow Agreement dated as of the Closing Date (the "Indemnity Escrow Agreement"), governing the post-closing indemnity escrow, hereby confirms as follows: (a) Earnest Money Deposit. Common

11. CONTACT INFORMATION For questions regarding this Letter, the title commitments, the Policies, the escrow matters, or any other aspect of the title insurance coverage for this transaction, please contact: Kenneth Stanhope Senior Vice President Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7214 Email: kstanhope@commonwealthntc.com Virgin