Contract analysis

Section 1.1 — Defined Terms. All capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this First Amendment and in the Agreement, the definition set forth in this First Amendment shall control for all purposes of this First Amendment and, from and after the First

Section 1.2 — Definition of PCA Credit. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "PCA Credit" shall mean One Million Seventy Thousand and 00/100 Dollars ($1,070,000), being fifty percent (50%) of the Two Million One Hundred Forty Thousand and 00/100 Dollars ($2,140,000) aggregate estimated immediate repair costs identified in the property condition asse

Section 1.3 — Definition of First Amendment Effective Date. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "First Amendment Effective Date" shall mean April 12, 2024.

ARTICLE II — AMENDMENTS TO THE AGREEMENT

Section 2.1 — Extension of Estoppel Delivery Deadline. Section 7.4 of the Agreement is hereby amended and restated to change the Estoppel Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Seller shall deliver to Buyer, on or before May 15, 2024, tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent across the por

Section 2.2 — Extension of SNDA Delivery Deadline. Section 7.5 of the Agreement is hereby amended and restated to change the SNDA Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Buyer shall deliver to all Major Tenants (i.e., all tenants with annual base rent of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) or more per annum under their respec

Section 2.3 — PCA Credit — New Section 3.5 Added to Agreement. A new Section 3.5 is hereby added to Article III of the Agreement, entitled "PCA Credit," reading in its entirety as follows: "Section 3.5 — PCA Credit. (a) At Closing, the Purchase Price shall be reduced by the PCA Credit in the amount of One Million Seventy Thousand and 00/100 Dollars ($1,070,000). The PCA Credit shall be reflected as a credit to Buyer

Section 2.4 — Conforming Amendment to Purchase Price Allocation. Exhibit K to the Agreement (Purchase Price Allocation Schedule) shall be deemed adjusted, as of the First Amendment Effective Date, to reflect the PCA Credit allocation among the four (4) affected Properties as set forth in Section 2.3 above. The aggregate allocated purchase price as set forth on Exhibit K shall be reduced from One Billion One Hundred M

Section 2.5 — No Other Changes to Closing Date or Other Deadlines. For the avoidance of doubt, except as expressly amended by Sections 2.1 and 2.2 of this First Amendment with respect to the Estoppel Delivery Deadline and the SNDA Delivery Deadline, respectively, all other dates, deadlines, and time periods set forth in the Agreement remain unchanged and in full force and effect, including without limitation the foll

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the First Amendment Effective Date, as follows: (a) The execution, delivery, and performance of this First Amendment by Seller have been duly authorized by all necessary action on the part of Seller, including all necessary action by Greystone Meridian Capital LLC, a Delaware limited liability company, in its

Section 3.2 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller, as of the First Amendment Effective Date, as follows: (a) The execution, delivery, and performance of this First Amendment by Buyer have been duly authorized by all necessary action on the part of Buyer, including all necessary action by the Board of Trustees of Buyer. No other corporate, trust, or other organization

ARTICLE IV — GENERAL PROVISIONS

Section 4.1 — Ratification. Except as expressly modified, amended, or supplemented by this First Amendment, the Agreement remains in full force and effect and is hereby ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoing, nothing contained in this First Amendment shall be deemed to constitute a waiver of any right or remedy of either Party under the Agreement, and all s

Section 4.2 — Counterparts; Electronic Signatures. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic transmission, including without limitation signatures transmitted via portable document format (PDF) or any electronic signature platform complia

Section 4.3 — Governing Law. This First Amendment shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to any conflicts of laws principles that would require the application of the laws of any other jurisdiction. The Parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of

Section 4.4 — Entire Agreement. The Agreement, as amended by this First Amendment, together with all exhibits, schedules, and ancillary documents referenced therein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relati

Section 4.5 — References to Agreement. From and after the First Amendment Effective Date, all references in the Agreement (and in any exhibits, schedules, side letters, or ancillary documents attached to or delivered in connection with the Agreement) to "this Agreement," "hereof," "herein," "hereunder," "hereby," or words of similar import shall be deemed to refer to the Agreement as amended by this First Amendment,

Section 4.6 — Notices. Any notice required or permitted to be given under this First Amendment shall be given in accordance with the notice provisions set forth in the Agreement, including delivery to the addresses specified therein. [Remainder of page intentionally left blank; signature pages follow.] IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Agreement to be duly executed