Contract analysis

I. INTRODUCTION AND METHODOLOGY A. Purpose This document compiles the marked-up title commitments for all fourteen (14) properties comprising the Sun Belt Logistics & Office Portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "GMP Fund III") pursuant to that certain Purchase and Sale Agreement d

1. Real Property Taxes and Assessments Not Yet Due and Payable. Real property taxes and assessments for the year 2024 (and any installments thereof) that are not yet due and payable as of the closing date constitute Permitted Exceptions. Taxes for 2023 and all prior years have been confirmed as paid in full for all properties, with the exception of the 2022 delinquency at the Cool Springs property (Property 11), whic

2. Zoning Ordinances, Building Codes, and Governmental Regulations. All applicable zoning ordinances, building codes, subdivision regulations, and other governmental regulations affecting the properties are Permitted Exceptions. C&H obtained zoning confirmation letters from local counsel for all fourteen (14) properties, confirming that the current use of each property is consistent with the applicable zoning designa

3. Utility Easements of Record That Do Not Materially Interfere with Current Use. Easements granted to utility providers (including electric, gas, water, sewer, telephone, and telecommunications providers) that are of record and that do not materially interfere with the current use, operation, or value of the improvements on the properties constitute Permitted Exceptions. Each utility easement has been reviewed by C&

4. Standard Survey Exceptions Waived by Delivery of ALTA/NSPS Surveys. The standard printed survey exceptions in the ALTA Owner's Policy (2021 form) are deleted or modified upon delivery of current ALTA/NSPS surveys meeting the 2021 Minimum Standard Detail Requirements. Surveys for all fourteen (14) properties have been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, certifying surveyor) and hav

5. Rights of Tenants Under Leases Disclosed on the Rent Roll. The rights of tenants in possession under leases disclosed on the rent roll attached as PSA Exhibit H constitute Permitted Exceptions. The rent roll identifies a total of eighty-seven (87) leases across the Portfolio. Estoppel certificates have been obtained covering 91.4% of Portfolio annualized base rent ("ABR"), in compliance with the estoppel threshold

6. Existing Mortgage Liens Securing Assumed Debt. The existing mortgage liens, deeds of trust, deeds to secure debt, assignments of leases and rents, and UCC financing statements securing the assumed indebtedness totaling $612,000,000 in aggregate outstanding principal balance constitute Permitted Exceptions. The assumed debt is held by three (3) lenders: Pinnacle Federal Bank, N.A. ($421,600,000); Veltrano Capital L

7. Matters Shown on ALTA/NSPS Surveys That Are Accepted as Permitted Exceptions. Matters of survey shown on the ALTA/NSPS surveys that are accepted as Permitted Exceptions include de minimis encroachments, boundary overlaps, setback conditions, and other survey-disclosed matters that do not materially interfere with the current use, operation, or value of the improvements. These matters are specifically identified on

8. Standard Printed Exceptions in the ALTA Owner's Policy (2021 Form) That Are Deleted or Modified by Endorsement. The standard printed exceptions in the ALTA Owner's Policy (2021 form), including exceptions for survey matters, unrecorded liens, rights of parties in possession, and mechanics' liens, are deleted or modified by the endorsements described in Section IV below, upon delivery of the owner's affidavit, surv

Section 5.3(d) of the PSA defines "Mandatory Cure Items" as the following categories of title matters that Seller is required to cure or remove at or prior to closing, without regard to the title objection process: (a) Monetary liens encumbering the properties (other than the existing mortgage liens constituting assumed debt); (b) Mechanic's liens, materialman's liens, and construction liens of any nature; (c) Delinq

II. PROPERTY-BY-PROPERTY MARKED-UP COMMITMENTS The following sections present the marked-up title commitments for each of the fourteen (14) properties in the Portfolio, organized in numerical order by property number. For each property, the following information is provided: (i) basic property and entity information; (ii) commitment details; (iii) marked-up Schedule B-I requirements; and (iv) marked-up Schedule B-II

1. Instrument vesting title in GMP Fairfield I LLC. The Title Company requires recording of a deed or other instrument confirming fee simple title in the name of the proposed insured's predecessor (GMP Fairfield I LLC). — [REQUIREMENT SATISFIED] — Warranty Deed from predecessor grantor to GMP Fairfield I LLC recorded in the Fulton County, Georgia deed records at Deed Book 61234, Page 445. Vesting confirmed by the Tit

2. Release of all monetary liens. The Title Company requires evidence that all monetary liens (other than the Pinnacle Federal Bank mortgage securing Loan 1-A, which constitutes assumed debt) have been released of record. — [REQUIREMENT SATISFIED] — No monetary liens exist against the property other than the Pinnacle Federal Bank, N.A. mortgage, which is a Permitted Exception. A mechanic's lien previously encumbering

3. Payment of real property taxes. The Title Company requires evidence that all real property taxes due and payable have been paid. — [REQUIREMENT SATISFIED] — 2023 real property taxes have been confirmed paid in full. 2024 real property taxes are not yet due and payable and constitute a Permitted Exception.

4. Satisfactory ALTA/NSPS survey. The Title Company requires delivery of a current ALTA/NSPS survey meeting the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated March 10, 2024, and last revised May 15, 2024. Survey certified to Fairwater REIT, Commonwealth Nation

5. Owner's affidavit. The Title Company requires delivery of an owner's affidavit in the form prescribed by the Title Company, executed by an authorized representative of the owner entity. — [REQUIREMENT SATISFIED] — Owner's affidavit executed by Thomas Merritt, authorized officer of Greystone Meridian Capital LLC, in its capacity as general partner of GMP Fund III and managing member of GMP Fairfield I LLC, to be de

6. Evidence of authority of GMP Fairfield I LLC. The Title Company requires delivery of organizational documents evidencing the authority of GMP Fairfield I LLC to convey the property, including a secretary's certificate, operating agreement, and evidence of good standing. — [REQUIREMENT SATISFIED] — Secretary's certificate executed by the Secretary of Greystone Meridian Capital LLC, together with a copy of the opera

7. Delivery of estoppel certificates from tenants. The Title Company requires, as a condition of issuing the owner's policy, delivery of tenant estoppel certificates from all or substantially all tenants of the property. — [REQUIREMENT SATISFIED] — Estoppel certificates have been obtained from tenants covering 91.4% of Portfolio ABR, meeting the 90% threshold under the PSA. Property-level estoppel certificates coveri

1. Deed of Trust / Security Deed in favor of Pinnacle Federal Bank, N.A., securing Loan 1-A. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement from GMP Fairfield I LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in Fulton County deed records at Deed Book 59872, Page 112, securing indebtedness in the original principal amount of $56,200,000 (Loan 1-A

2. Easement for utility lines granted to Drayton Holdings. Easement Agreement between GMP Fairfield I LLC (as successor) and Drayton Holdings, recorded March 12, 2019, in Fulton County deed records at Deed Book 58901, Page 789, granting a non-exclusive easement for the installation, maintenance, and operation of overhead and underground electrical transmission and distribution lines along the northern boundary of the

3. Restrictive covenants — Fairfield Industrial Park Declaration of Covenants, Conditions and Restrictions. Declaration of Covenants, Conditions and Restrictions for Fairfield Industrial Park, recorded June 5, 2018, in Fulton County deed records at Deed Book 58210, Page 334, as amended by First Amendment to Declaration recorded August 22, 2019, at Deed Book 59045, Page 556. — [ACCEPTED — PERMITTED EXCEPTION] — C&H ha

4. Rights of tenants under unrecorded leases. Rights of tenants and parties in possession under leases or occupancy agreements affecting the property, as disclosed on the rent roll attached as PSA Exhibit H. — [ACCEPTED — PERMITTED EXCEPTION] — The tenants at this property are identified on the rent roll and are in occupancy pursuant to the leases listed therein. This exception constitutes a Permitted Exception under

5. Real property taxes for 2024, a lien not yet due and payable. Taxes and assessments for the year 2024, which are a lien but not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — 2024 taxes will be prorated at closing in accordance with Section 10.4 of the PSA. This exception constitutes a Permitted Exception under PSA Exhibit P, Category 1.

6. UCC Financing Statement filed by Pinnacle Federal Bank, N.A. UCC Financing Statement filed by GMP Fairfield I LLC, as debtor, in favor of Pinnacle Federal Bank, N.A., as secured party, filed with the Georgia Superior Court Clerks' Cooperative Authority on September 18, 2020, File No. 084-2020-012345, covering personal property collateral associated with Loan 1-A. — [ACCEPTED — PERMITTED EXCEPTION] — This UCC filin

7. Mechanic's lien filed by Hendricks Construction Services, LLC. Claim of Lien filed by Hendricks Construction Services, LLC for $47,500.00, recorded January 22, 2024, in Fulton County deed records at Deed Book 62845, Page 201, for labor and materials allegedly furnished in connection with roof repairs at the property. — [REMOVED — CURED] — This mechanic's lien was identified as one of the twenty-three (23) title ob

1. Instrument vesting title in GMP Fairfield II LLC. — [REQUIREMENT SATISFIED] — Warranty Deed recorded in Fulton County, Georgia deed records confirming fee simple title in GMP Fairfield II LLC.

2. Release of all monetary liens. — [REQUIREMENT SATISFIED] — No monetary liens exist other than the Pinnacle Federal Bank, N.A. mortgage securing Loan 1-B, which is a Permitted Exception.

3. Payment of real property taxes. — [REQUIREMENT SATISFIED] — 2023 taxes paid in full; 2024 taxes not yet due (Permitted Exception).

4. Satisfactory ALTA/NSPS survey. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc.

5. Owner's affidavit. — [REQUIREMENT SATISFIED] — Executed at closing by authorized officer.

6. Evidence of authority of GMP Fairfield II LLC. — [REQUIREMENT SATISFIED] — Secretary's certificate, operating agreement, and certificate of good standing provided.

7. Delivery of estoppel certificates from tenants. — [REQUIREMENT SATISFIED] — Property-level estoppels received. Schedule B-II Exceptions (Marked Up)

1. Deed of Trust / Security Deed in favor of Pinnacle Federal Bank, N.A., securing Loan 1-B. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement from GMP Fairfield II LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in Fulton County deed records, securing indebtedness under the Master Loan Agreement (Loan 1-B). — [ACCEPTED — PERMITTED EXCEPTION] — Assu

2. Easement for storm drainage along southern boundary. Storm Drainage Easement Agreement recorded April 22, 2019, in Fulton County deed records at Deed Book 59012, Page 445, granting an easement for the installation and maintenance of storm drainage facilities along the southern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed this easement and confirmed, by reference to the ALTA/NSPS

3. Fairfield Industrial Park CC&Rs (same as Property 1). Declaration of Covenants, Conditions and Restrictions for Fairfield Industrial Park, as referenced in Property 1, Schedule B-II, Exception 3 above. — [ACCEPTED — PERMITTED EXCEPTION] — The same CC&Rs apply to this parcel, which is part of the Fairfield Industrial Park development. Reviewed and accepted; consistent with current industrial/logistics use.

4. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.

5. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.

6. Encroachment of concrete apron (1.8 feet) into utility easement shown on survey. The ALTA/NSPS survey prepared by Meridian Land Surveying, Inc. discloses that a concrete truck apron associated with the loading dock area encroaches approximately 1.8 feet into the utility easement area along the northern boundary of the property. — [ACCEPTED — PERMITTED EXCEPTION] — This de minimis encroachment has been confirmed by

7. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-B. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6. Property 3: Westlake Distribution Hub Schedule B-I Requirements (Marked Up) All Schedule B-I requirements for this property have been satisfied. The key requirements and their disposition a

1. Instrument vesting title in GMP Westlake LLC. — [REQUIREMENT SATISFIED] — Special Warranty Deed from predecessor grantor to GMP Westlake LLC recorded in the Official Public Records of Harris County, Texas. Vesting confirmed by the Title Company.

2. Release of all monetary liens. — [REQUIREMENT SATISFIED] — No monetary liens other than the Pinnacle Federal Bank, N.A. deed of trust securing Loan 1-C, which is a Permitted Exception.

3. Payment of real property taxes. — [REQUIREMENT SATISFIED] — 2023 taxes paid in full; 2024 taxes not yet due (Permitted Exception).

4. Satisfactory ALTA/NSPS survey. — [REQUIREMENT SATISFIED] — Final certified survey received from Meridian Land Surveying, Inc.

5. Owner's affidavit (T-47 Affidavit — Texas form). — [REQUIREMENT SATISFIED] — T-47 Affidavit executed by authorized officer, as required under Texas title insurance regulations.

6. Evidence of authority of GMP Westlake LLC. — [REQUIREMENT SATISFIED] — Secretary's certificate, company agreement, and certificate of good standing from the Texas Secretary of State provided.

7. Delivery of estoppel certificates from tenants. — [REQUIREMENT SATISFIED] — Property-level estoppels received. Schedule B-II Exceptions (Marked Up)

1. Deed of Trust in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Westlake LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Public Records of Harris County, Texas, as Document No. 2020-0489231, securing indebtedness under the Master Loan Agreement (Loan 1-

2. Pipeline easement granted to Gulf States Energy Transmission, LLC. Pipeline Easement Agreement between predecessor owner and Gulf States Energy Transmission, LLC, recorded August 14, 2017, in the Official Public Records of Harris County, Texas, as Document No. 2017-0312456, granting a non-exclusive easement for the installation, maintenance, operation, and repair of a petroleum products pipeline across the western

3. Drainage and detention easement. Drainage and Detention Easement Agreement recorded September 3, 2018, in the Official Public Records of Harris County, Texas, as Document No. 2018-0367890, granting an easement for stormwater drainage and detention facilities in the southeastern corner of the property. — [ACCEPTED — PERMITTED EXCEPTION] — The easement area contains an existing stormwater detention pond that serves

4. Restrictive covenants — Westlake Business Park Restrictions. Declaration of Restrictions for Westlake Business Park, recorded in 2016 in the Official Public Records of Harris County, Texas, as Document No. 2016-0245678, as amended. — [ACCEPTED — PERMITTED EXCEPTION] — C&H has reviewed the Declaration and its amendments. The use restrictions permit industrial, logistics, distribution, and office uses. The Declarati

5. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.

6. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.

7. Environmental Note (Cross-Reference). The Phase I Environmental Site Assessment prepared by Trident Environmental Group LLC, dated March 8, 2024, identified de minimis recognized environmental conditions ("RECs") at this property relating to historical petroleum storage activities on the adjacent parcel. The RECs are characterized as "controlled" and are not expected to require remediation or to materially affect

8. UCC Financing Statement — Pinnacle Federal Bank, N.A. UCC Financing Statement filed in connection with Loan 1-C in the Official Public Records of Harris County, Texas. — [ACCEPTED — PERMITTED EXCEPTION] — Related to assumed loan. Permitted Exception under PSA Exhibit P, Category 6.

9. Judgment lien against prior owner (not GMP Westlake LLC). Abstract of Judgment in favor of Meridian Commerce Bank against "Westlake Properties, LLC" (a different entity), filed in Harris County, Texas, on October 14, 2022. — [REMOVED — CURED] — This judgment lien appeared as a "same name" search hit in the title commitment. C&H raised this as a title objection item and requested confirmation from the Title Company

1. Deed of Trust — Pinnacle Federal Bank, N.A., Loan 1-D. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from GMP Katy LLC to Pinnacle Federal Bank, N.A., dated September 15, 2020, recorded September 18, 2020, in the Official Public Records of Harris County, Texas, securing indebtedness under the Master Loan Agreement (Loan 1-D). — [ACCEPTED — PERMITTED EXCEPTION] — Assumed debt

2. Mutual access easement with adjacent parcel. Reciprocal Access Easement Agreement between GMP Katy LLC (as successor) and Katy Commerce Development, LP, recorded January 9, 2020, in the Official Public Records of Harris County, Texas, as Document No. 2020-0023456, granting mutual non-exclusive easements for vehicular and pedestrian access across a shared driveway located along the eastern boundary of the property

3. Harris County Municipal Utility District assessment lien. Harris County Municipal Utility District No. 412 — outstanding assessments and bonds constituting a lien against the property. — [ACCEPTED — PERMITTED EXCEPTION] — This is a standard MUD assessment obligation applicable to properties within the district boundaries. The assessments are current and not delinquent. MUD assessments are common throughout the Hou

4. Rights of tenants under unrecorded leases. — [ACCEPTED — PERMITTED EXCEPTION] — Per rent roll (PSA Exhibit H). Permitted Exception under PSA Exhibit P, Category 5.

5. Real property taxes for 2024, a lien not yet due and payable. — [ACCEPTED — PERMITTED EXCEPTION] — Permitted Exception under PSA Exhibit P, Category 1.