1036-00004 · Client 1036 · Closing

secretarys-certificate-seller.docx DOCUMENT Real Estate

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SECRETARY'S CERTIFICATE OF GREYSTONE MERIDIAN CAPITAL LLC

(as General Partner of Greystone Meridian Partners Fund III, L.P.)

Date: June 6, 2024

Reference: Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 and that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024) (as so amended, the "Purchase Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").

This Secretary's Certificate (this "Certificate") is delivered pursuant to Section 8.2(e) of the Purchase Agreement in connection with the closing of the transactions contemplated thereby. The Purchase Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities") for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to adjustments as set forth in the Purchase Agreement.

1. CERTIFYING PARTY IDENTIFICATION

I, Victor Lansdell, am a Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC" or the "General Partner"). GMC acts as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller" or "GMP Fund III"). I am over the age of eighteen (18) and am competent to make the certifications set forth herein.

GMC's principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326. GMC's Employer Identification Number is 83-1520984.

GMP Fund III's registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801. GMP Fund III's Employer Identification Number is 83-1647205.

I make the following certifications in my capacity as a Co-Founder & Managing Partner of GMC, in its capacity as the sole general partner of GMP Fund III, and upon my personal knowledge and after due inquiry and investigation, in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), which Closing is occurring on June 6, 2024.

2. RECITALS

WHEREAS, the Purchase Agreement provides for the sale by the Seller of one hundred percent (100%) of the membership interests in each of the following fourteen (14) Target Entities to Buyer:

WHEREAS, the Purchase Price for the Interests in all fourteen (14) Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustments as provided in the Purchase Agreement, including a Physical Condition Assessment credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) (the "PCA Credit"), with Six Hundred Twelve Million Dollars ($612,000,000) in aggregate assumed mortgage debt and Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash equity at Closing (as adjusted for the PCA Credit and prorations);

WHEREAS, the Closing is occurring on June 6, 2024, and this Certificate is being delivered pursuant to the Purchase Agreement as a condition precedent to Buyer's obligation to consummate the Closing;

WHEREAS, Seller's legal counsel in connection with the transactions contemplated by the Purchase Agreement is Blackridge Hayes LLP, with offices located at 1285 Avenue of the Americas, 34th Floor, New York, New York 10019 (Lead Partner: Nathaniel Pryce); and

WHEREAS, the undersigned is making the certifications set forth herein for the benefit of Buyer and the other parties entitled to rely hereon in connection with the Closing.

NOW, THEREFORE, I, Victor Lansdell, in my capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the sole general partner of Greystone Meridian Partners Fund III, L.P., do hereby certify as follows:

3. CERTIFICATIONS

3.1 Organization and Good Standing of GMC

GMC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMC was formed by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, or supplemented except as set forth in Exhibit A attached hereto. GMC has not been dissolved, merged, or consolidated with any other entity, and no proceedings for any such dissolution, merger, or consolidation have been commenced or are contemplated.

GMC has full limited liability company power and authority to act as the sole general partner of GMP Fund III and to execute and deliver the Purchase Agreement and all closing documents, certificates, instruments, and agreements required or contemplated by the Purchase Agreement on behalf of the Seller. GMC has taken all limited liability company action necessary to authorize its execution and delivery of the Purchase Agreement and the consummation of the transactions contemplated thereby.

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Greystone Meridian Capital LLC as filed with the Delaware Secretary of State, together with all amendments thereto. No amendments, supplements, or restatements of the Certificate of Formation have been filed or adopted since the most recent version attached as Exhibit A.

Attached hereto as Exhibit B is a true, correct, and complete copy of the Operating Agreement of Greystone Meridian Capital LLC, as currently in effect (the "GMC Operating Agreement"). The GMC Operating Agreement has not been amended, modified, supplemented, or restated except as shown therein, and there are no side letters, supplemental agreements, or waivers affecting the provisions of the GMC Operating Agreement that are relevant to the authority of GMC to consummate the transactions contemplated by the Purchase Agreement.

3.2 Organization and Good Standing of GMP Fund III

GMP Fund III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMP Fund III was formed by the filing of its Certificate of Limited Partnership with the Secretary of State of the State of Delaware, and such Certificate of Limited Partnership has not been amended, restated, or supplemented except as set forth in Exhibit C attached hereto. GMP Fund III has not been dissolved, merged, or consolidated with any other entity, and no proceedings for any such dissolution, merger, or consolidation have been commenced or are contemplated.

GMP Fund III has full limited partnership power and authority to own, hold, and dispose of the membership interests in each of the fourteen (14) Target Entities and to enter into and perform its obligations under the Purchase Agreement and all related transaction documents, including each of the closing deliverables described in Section 8.2 of the Purchase Agreement. GMP Fund III is the sole member of each of the fourteen (14) Target Entities and holds one hundred percent (100%) of the membership interests in each such Target Entity free and clear of all liens, claims, encumbrances, pledges, security interests, options, and restrictions, except as disclosed in the Purchase Agreement.

Attached hereto as Exhibit C is a true, correct, and complete copy of the Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. as filed with the Delaware Secretary of State, together with all amendments thereto. No amendments, supplements, or restatements of the Certificate of Limited Partnership have been filed or adopted since the most recent version attached as Exhibit C.

Attached hereto as Exhibit D is a true, correct, and complete copy of the Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (the "LP Agreement"), as currently in effect. The LP Agreement has not been amended, modified, supplemented, or restated except as shown therein, and there are no side letters or supplemental agreements affecting the provisions of the LP Agreement that are relevant to the authority of the General Partner or GMP Fund III to consummate the transactions contemplated by the Purchase Agreement, other than customary investor side letters that do not restrict or limit the General Partner's authority to approve and consummate the transactions contemplated hereby.

GMP Fund III is a 2018 vintage fund with a total fund size of Two Billion Four Hundred Million Dollars ($2,400,000,000) in aggregate capital commitments.

3.3 Authorization — Resolutions

The Managing Partners of GMC, acting in their capacity as the governing persons of the General Partner and pursuant to the authority vested in them under the GMC Operating Agreement and the LP Agreement, have duly adopted resolutions (the "Resolutions") authorizing the following actions on behalf of the Seller:

(a) the execution, delivery, and performance of the Purchase and Sale Agreement dated as of February 28, 2024, the First Amendment to Purchase and Sale Agreement dated as of April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024, and all obligations of the Seller arising thereunder;

(b) the sale, assignment, transfer, conveyance, and delivery of one hundred percent (100%) of the membership interests in each of the fourteen (14) Target Entities to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, upon the terms and subject to the conditions set forth in the Purchase Agreement;

(c) the execution and delivery of all closing documents, certificates, instruments, and agreements required or contemplated by the Purchase Agreement, including without limitation:

(i) Assignments and Assumptions of Membership Interests for each of the fourteen (14) Target Entities;

(ii) Seller's Closing Certificate pursuant to Section 8.2(d) of the Purchase Agreement;

(iii) FIRPTA Certificate (Non-Foreign Person Affidavit) pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder;

(iv) Title Affidavits for each Target Entity, in the form required by Commonwealth National Title Insurance Company;

(v) Escrow Agreement — Indemnity Escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) with Commonwealth National Title Insurance Company, as escrow agent;

(vi) Transition Services Agreement by and between Fairwater Property Management LLC and Argyle Property Services LLC, a Seller affiliate, for a term of ninety (90) days at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month;

(vii) SNDA Post-Closing Carve-Out Side Letter, providing for a holdback in the amount of Two Hundred Thousand Dollars ($200,000);

(viii) Bill of Sale — Personal Property for each Target Entity;

(ix) Assignment and Assumption of Leases, Contracts, and Intangibles for each Target Entity;

(x) Replacement guaranty release documentation for each of the three existing lender facilities (Pinnacle Federal Bank, N.A.; Veltrano Capital Lending Corp.; Sycamore Life Insurance Company); and

(xi) All other documents described in the closing agenda delivered by Seller's counsel and Buyer's counsel to the parties in connection with the Closing;

(d) the appointment and authorization of any one of Victor Lansdell or Elise Rathborne, each a Co-Founder & Managing Partner of GMC, to execute any and all such documents, certificates, instruments, and agreements on behalf of the Seller, with full power and authority to bind GMC and GMP Fund III, and to take all actions necessary or desirable in connection with the consummation of the transactions contemplated by the Purchase Agreement; and

(e) the receipt by GMP Fund III of the Purchase Price proceeds, including the net cash to Seller of Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand Dollars ($486,930,000) (subject to prorations and adjustments as set forth in the Purchase Agreement and the closing settlement statement), and the direction of such proceeds to be wired to Seller's account at:

Bank: Magnolia Commerce Bank, N.A. Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 Account Name: Greystone Meridian Partners Fund III, L.P. ABA Routing Number: As separately provided to Buyer and the Escrow Agent Account Number: As separately provided to Buyer and the Escrow Agent Reference: GMP Fund III — Fairwater Closing — June 2024

The Resolutions were duly adopted by written consent of all of the Managing Partners of GMC in accordance with the GMC Operating Agreement and applicable Delaware law. The Resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof. No action has been taken by the Managing Partners or any other person or body that is inconsistent with or that would limit or restrict the authority conferred by the Resolutions.

Attached hereto as Exhibit E is a true, correct, and complete copy of the Resolutions.

3.4 No Conflict

The execution, delivery, and performance of the Purchase Agreement by the Seller, and the consummation of the transactions contemplated thereby, do not and will not:

(a) conflict with, violate, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of GMC;

(b) conflict with, violate, or result in a breach of any provision of the Certificate of Limited Partnership or the LP Agreement of GMP Fund III;

(c) conflict with or violate any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of any federal, state, or local governmental authority or any court of competent jurisdiction applicable to GMC, GMP Fund III, or any of the Target Entities; or

(d) result in a breach of, constitute a default under, give rise to any right of termination, acceleration, or cancellation under, or require any consent, waiver, or approval under, any material agreement, contract, indenture, lease, license, permit, or instrument to which GMC or GMP Fund III is a party or by which any of their respective assets or properties is bound; provided, however, that the foregoing clause (d) is subject to the requirement to obtain lender consents under the existing mortgage loan agreements encumbering the real properties owned by the Target Entities, which consents have been duly obtained from each of the following lenders:

(i) Pinnacle Federal Bank, N.A. — Consent received and effective as of June 4, 2024;

(ii) Veltrano Capital Lending Corp. — Consent received and effective as of May 17, 2024; and

(iii) Sycamore Life Insurance Company — Consent received and effective as of May 22, 2024.

Each such lender consent is unconditional (except for customary conditions relating to the consummation of the Closing and the delivery of replacement guaranties as contemplated by the Purchase Agreement) and remains in full force and effect as of the date hereof. No other consents, approvals, authorizations, or waivers from any third party are required in connection with the execution, delivery, or performance of the Purchase Agreement or the consummation of the transactions contemplated thereby, other than consents that have been duly obtained and are in full force and effect as of the date hereof.

3.5 Incumbency. The following persons are the duly appointed, qualified, and acting officers and authorized signatories of Greystone Meridian Capital LLC, and each holds the title set forth opposite his or her name as of the date hereof and as of February 28, 2024 (the date of execution of the Purchase Agreement), and the signature set forth opposite his or her name is such person's true and genuine signature:

Each such person is authorized to execute any and all documents, instruments, certificates, and agreements on behalf of GMC in its capacity as the sole general partner of GMP Fund III in connection with the transactions contemplated by the Purchase Agreement. Each such person held the title set forth above on each of February 28, 2024, April 12, 2024, May 28, 2024, and June 6, 2024.

For the avoidance of doubt, Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC (a Seller affiliate), is identified as a "Seller's Knowledge Individual" under the Purchase Agreement but is not an authorized signatory of GMC and does not have authority to execute documents on behalf of GMC or GMP Fund III.

3.6 Seller's Knowledge Individuals

I hereby confirm that the following persons constitute the "Seller's Knowledge Individuals" as defined in Section 1.1 of the Purchase Agreement, and that such designation has not been modified or supplemented since the date of the Purchase Agreement:

(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;

(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and

Each Seller's Knowledge Individual has been designated in accordance with the terms of the Purchase Agreement as a person whose actual knowledge (after reasonable inquiry) is attributed to the Seller for purposes of the representations, warranties, and covenants of the Seller contained in the Purchase Agreement.

3.7 No Proceedings

No action, suit, proceeding, claim, investigation, arbitration, or litigation is pending or, to the undersigned's knowledge after due inquiry, threatened against GMC or GMP Fund III (in its capacity as the Seller under the Purchase Agreement) before any court, arbitrator, governmental authority, or regulatory body that would:

(a) challenge the validity or enforceability of the Purchase Agreement or any of the transactions contemplated thereby;

(b) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation of the transactions contemplated by the Purchase Agreement;

(d) otherwise materially and adversely affect the ability of GMC or GMP Fund III to perform its obligations under the Purchase Agreement or to consummate the Closing.

3.8 LP Agreement Consent / Approval

Pursuant to the terms of the LP Agreement, the consent or approval of the limited partners of GMP Fund III is not required for the sale, assignment, transfer, and conveyance of the membership interests in the Target Entities, or, to the extent that any such consent or approval is required under any provision of the LP Agreement, such consent or approval has been duly obtained in accordance with the applicable provisions of the LP Agreement prior to the date hereof. All consents so obtained are unconditional and irrevocable and remain in full force and effect as of the date hereof.

No advisory committee approval is required under the LP Agreement for the consummation of the transactions contemplated by the Purchase Agreement, or, to the extent that advisory committee approval is required under any provision of the LP Agreement, such approval has been duly obtained in writing prior to the date hereof and remains in full force and effect as of the date hereof.

4. LIST OF EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Certificate of Formation of Greystone Meridian Capital LLC (and all amendments thereto)

Exhibit B: Operating Agreement of Greystone Meridian Capital LLC (as currently in effect)

Exhibit C: Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (and all amendments thereto)

Exhibit D: Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (as currently in effect)

Exhibit E: Resolutions of the Managing Partners of Greystone Meridian Capital LLC (as General Partner of Greystone Meridian Partners Fund III, L.P.) authorizing the transactions contemplated by the Purchase Agreement

5. RELIANCE

This Certificate is being delivered to Buyer in connection with the Closing pursuant to Section 8.2(e) of the Purchase Agreement. Each of the following parties and their respective successors and assigns may rely upon the certifications contained herein in connection with the Closing and the consummation of the transactions contemplated by the Purchase Agreement:

(a) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as Buyer under the Purchase Agreement;

(b) Calderwood & Harkness LLP, counsel to Buyer, with offices located at 1700 K Street NW, Suite 900, Washington, DC 20006 and 450 Park Avenue, 28th Floor, New York, New York 10022;

(c) Commonwealth National Title Insurance Company, as title company and escrow agent, with offices located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, Attention: Kenneth Stanhope, Senior Vice President;

(d) The existing mortgage lenders under the loan agreements encumbering the properties owned by the Target Entities:

(i) Pinnacle Federal Bank, N.A. and its counsel, Whitfield & Archer LLP;

(ii) Veltrano Capital Lending Corp. and its counsel, Cranford McCabe LLP; and

(iii) Sycamore Life Insurance Company and its counsel, Partridge Wynn & Slater LLP; and

(e) Any other party expressly entitled to rely on this Certificate pursuant to the terms of the Purchase Agreement or any closing deliverable executed in connection therewith.

This Certificate shall not be deemed to expand or modify the representations, warranties, covenants, or obligations of the Seller set forth in the Purchase Agreement, and the certifications set forth herein are made solely for purposes of satisfying the conditions to Closing set forth in Section 8.2 of the Purchase Agreement. The certifications set forth herein shall survive the Closing to the extent, and only to the extent, that the corresponding representations and warranties of the Seller under the Purchase Agreement survive the Closing in accordance with Article X thereof.

6. SIGNATURE

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of June 6, 2024.

GREYSTONE MERIDIAN CAPITAL LLC, a Delaware limited liability company, as General Partner of GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

COUNTER-CERTIFICATION

The undersigned, Elise Rathborne, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, hereby certifies that Victor Lansdell is a duly appointed Co-Founder & Managing Partner of Greystone Meridian Capital LLC, has been duly authorized by the Managing Partners of Greystone Meridian Capital LLC to execute the foregoing Secretary's Certificate on behalf of Greystone Meridian Capital LLC, in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., and the signature appearing above is his genuine signature. The undersigned further confirms that, as of the date hereof, Victor Lansdell has not been removed from his position and his authority to act on behalf of Greystone Meridian Capital LLC has not been limited, restricted, or revoked.

By: ________

Name: Elise Rathborne

Title: Co-Founder & Managing Partner

Greystone Meridian Capital LLC

Date: June 6, 2024

EXHIBIT A

Certificate of Formation of Greystone Meridian Capital LLC (and All Amendments Thereto)

Filed with the Delaware Secretary of State

[Organizational document attached hereto]

This Exhibit A consists of the Certificate of Formation of Greystone Meridian Capital LLC as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through the date of this Certificate. The attached copy has been certified by the undersigned to be a true, correct, and complete copy of such document as currently in effect.

EXHIBIT B

Operating Agreement of Greystone Meridian Capital LLC (As Currently in Effect)

[Organizational document attached hereto]

This Exhibit B consists of the Operating Agreement of Greystone Meridian Capital LLC, as currently in effect and as certified by the undersigned to be a true, correct, and complete copy of such document. The Operating Agreement has not been amended, modified, supplemented, or restated except as shown in the attached copy.

EXHIBIT C

Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (and All Amendments Thereto)

Filed with the Delaware Secretary of State

Registered Agent: 1209 Orange Street, Wilmington, Delaware 19801

[Organizational document attached hereto]

This Exhibit C consists of the Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through the date of this Certificate. The attached copy has been certified by the undersigned to be a true, correct, and complete copy of such document as currently in effect.

EXHIBIT D

Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (As Currently in Effect)

[Organizational document attached hereto]

This Exhibit D consists of the Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P., as currently in effect and as certified by the undersigned to be a true, correct, and complete copy of such document. The LP Agreement has not been amended, modified, supplemented, or restated except as shown in the attached copy.

EXHIBIT E

RESOLUTIONS OF THE MANAGING PARTNERS OF GREYSTONE MERIDIAN CAPITAL LLC (AS GENERAL PARTNER OF GREYSTONE MERIDIAN PARTNERS FUND III, L.P.)

Adopted by Written Consent in Lieu of Meeting Effective as of February 27, 2024

The undersigned, being all of the Managing Partners of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), acting in their capacity as the governing persons of GMC, the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III"), and pursuant to the authority vested in them under the Operating Agreement of GMC and the Limited Partnership Agreement of GMP Fund III (the "LP Agreement"), hereby adopt the following resolutions by written consent in lieu of a meeting, effective as of February 27, 2024, in accordance with the Operating Agreement of GMC and the Delaware Limited Liability Company Act:

PREAMBLE. WHEREAS, GMC is the sole general partner of GMP Fund III, and, as such, has full power and authority to manage the business and affairs of GMP Fund III, including the authority to approve and authorize the acquisition, disposition, and management of GMP Fund III's investments, in accordance with the LP Agreement;

WHEREAS, GMP Fund III is the sole member of each of the following fourteen (14) Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"):

1. GMP Fairfield I LLC

2. GMP Fairfield II LLC

3. GMP Westlake LLC

4. GMP Katy LLC

5. GMP Alliance LLC

6. GMP Lakeland LLC

7. GMP Southport LLC

8. GMP Murfreesboro LLC

9. GMP Buckhead LLC

10. GMP SouthPark LLC

11. GMP Cool Springs LLC

12. GMP Brickell LLC

13. GMP Peachtree LLC

14. GMP Mount Juliet LLC

each a Delaware limited liability company in which GMP Fund III holds one hundred percent (100%) of the membership interests;

WHEREAS, GMP Fund III desires to sell, assign, transfer, and convey one hundred percent (100%) of the membership interests in each of the Target Entities (the "Transaction") to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer");

WHEREAS, the aggregate purchase price for the Transaction is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of the assumption by Buyer of approximately Six Hundred Twelve Million Dollars ($612,000,000) in existing mortgage indebtedness encumbering the real properties owned by the Target Entities and the payment by Buyer of approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash;

WHEREAS, the Managing Partners of GMC have reviewed the terms and conditions of the proposed Purchase and Sale Agreement by and between GMP Fund III, as seller, and Buyer, as buyer (the "Purchase Agreement"), and all schedules, exhibits, and ancillary documents related thereto; and

WHEREAS, after careful consideration, the Managing Partners of GMC have determined that the Transaction is fair, reasonable, and in the best interest of GMP Fund III and its limited partners, and that the Purchase Price represents fair value for the Interests being sold;

NOW, THEREFORE, BE IT:

Resolution 1: Approval of the Transaction

RESOLVED, that the sale, assignment, transfer, conveyance, and delivery of one hundred percent (100%) of the membership interests held by GMP Fund III in each of the following Target Entities to Fairwater Real Estate Investment Trust is hereby authorized and approved in all respects:

1. GMP Fairfield I LLC

2. GMP Fairfield II LLC

3. GMP Westlake LLC

4. GMP Katy LLC

5. GMP Alliance LLC

6. GMP Lakeland LLC

7. GMP Southport LLC

8. GMP Murfreesboro LLC

9. GMP Buckhead LLC

10. GMP SouthPark LLC

11. GMP Cool Springs LLC

12. GMP Brickell LLC

13. GMP Peachtree LLC

14. GMP Mount Juliet LLC

upon the terms and subject to the conditions set forth in the Purchase Agreement and the ancillary transaction documents.

Resolution 2: Approval of the Purchase Agreement

RESOLVED, that the Purchase and Sale Agreement between GMP Fund III, as seller, and Fairwater Real Estate Investment Trust, as buyer, substantially in the form presented to the Managing Partners and reviewed by Seller's counsel, Blackridge Hayes LLP, is hereby approved in all respects, and any Managing Partner of GMC is hereby authorized to execute and deliver the Purchase Agreement on behalf of GMP Fund III, together with any amendments, modifications, supplements, or waivers thereto as such Managing Partner, in his or her sole discretion, may determine to be necessary, advisable, or appropriate in connection with the consummation of the Transaction.

Resolution 3: Authorization of Closing Documents

RESOLVED, that any Managing Partner of GMC is hereby authorized to execute and deliver, on behalf of GMC in its capacity as the sole general partner of GMP Fund III, all closing documents, instruments, certificates, agreements, affidavits, and other writings as may be necessary, advisable, or appropriate to consummate the Transaction, including but not limited to those documents enumerated in the Purchase Agreement and the closing agenda prepared by counsel to the parties, and to take all such further actions as such Managing Partner may deem necessary or desirable in connection with the execution and delivery of such documents and the consummation of the Closing.

Resolution 4: Authorization of Signatories

RESOLVED, that Victor Lansdell and Elise Rathborne, each a Co-Founder & Managing Partner of GMC, are each individually authorized and empowered to act on behalf of GMC, in its capacity as the sole general partner of GMP Fund III, to execute any and all documents, instruments, certificates, agreements, and other writings in connection with the Transaction, and the execution of any such document by either Victor Lansdell or Elise Rathborne, individually, shall be sufficient to bind GMC and GMP Fund III without the requirement of any additional signature or approval.

Resolution 5: Receipt and Distribution of Proceeds

RESOLVED, that the Managing Partners of GMC are hereby authorized to receive the Purchase Price proceeds on behalf of GMP Fund III in connection with the Closing and to direct the wiring of such proceeds to the bank accounts designated by GMP Fund III, and further to authorize the distribution of such proceeds in accordance with the waterfall provisions of the LP Agreement, the closing settlement statement, and all applicable prorations and adjustments, including the direction of the net cash to Seller to Seller's account at Magnolia Commerce Bank, N.A., Atlanta, Georgia.

Resolution 6: Ratification

RESOLVED, that all actions heretofore taken by any Managing Partner of GMC, or by any officer, agent, or representative of GMC or GMP Fund III, in connection with the negotiation, preparation, and execution of the Purchase Agreement, the engagement of advisors and consultants, the conduct of due diligence, the negotiation of lender consents, and any and all other actions taken in furtherance of the Transaction prior to the date hereof, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of GMC, in its capacity as the sole general partner of GMP Fund III.

Resolution 7: General Authority

RESOLVED, that any Managing Partner of GMC is hereby authorized and empowered to take such further actions, execute such further documents, make such filings, and give such notices as may be necessary, advisable, or desirable to carry out the purposes and intent of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Purchase Agreement, all with such changes, modifications, and additions as such Managing Partner, in his or her sole discretion, may approve, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such approval.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO RESOLUTIONS OF THE MANAGING PARTNERS OF GREYSTONE MERIDIAN CAPITAL LLC (AS GENERAL PARTNER OF GREYSTONE MERIDIAN PARTNERS FUND III, L.P.)

IN WITNESS WHEREOF, the undersigned Managing Partners of Greystone Meridian Capital LLC have executed these Resolutions by written consent in lieu of meeting, effective as of February 27, 2024.

________________________________________

Victor Lansdell Co-Founder & Managing Partner Greystone Meridian Capital LLC

Date: February 27, 2024

________________________________________

Elise Rathborne Co-Founder & Managing Partner Greystone Meridian Capital LLC

Date: February 27, 2024

No.	Full Legal Name	Jurisdiction	EIN
1.	GMP Fairfield I LLC	Delaware	84-2310561
2.	GMP Fairfield II LLC	Delaware	84-2310578
3.	GMP Westlake LLC	Delaware	84-2415693
4.	GMP Katy LLC	Delaware	84-2415710
5.	GMP Alliance LLC	Delaware	84-2415728
6.	GMP Lakeland LLC	Delaware	84-2527834
7.	GMP Southport LLC	Delaware	84-2527849
8.	GMP Murfreesboro LLC	Delaware	84-2527856
9.	GMP Buckhead LLC	Delaware	84-2639901
10.	GMP SouthPark LLC	Delaware	84-2639918
11.	GMP Cool Springs LLC	Delaware	84-2639925
12.	GMP Brickell LLC	Delaware	84-2639932
13.	GMP Peachtree LLC	Delaware	84-2741063
14.	GMP Mount Juliet LLC	Delaware	84-2741070
Name	Title	Specimen Signature
Victor Lansdell	Co-Founder & Managing Partner	________
Elise Rathborne	Co-Founder & Managing Partner	________

SECRETARY'S CERTIFICATE OF GREYSTONE MERIDIAN CAPITAL LLC
(as General Partner of Greystone Meridian Partners Fund III, L.P.)
Date: June 6, 2024
Reference: Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 and that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024) (as so amended, the "Purchase Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
This Secretary's Certificate (this "Certificate") is delivered pursuant to Section 8.2(e) of the Purchase Agreement in connection with the closing of the transactions contemplated thereby. The Purchase Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities") for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to adjustments as set forth in the Purchase Agreement.
1. CERTIFYING PARTY IDENTIFICATION
I, Victor Lansdell, am a Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC" or the "General Partner"). GMC acts as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller" or "GMP Fund III"). I am over the age of eighteen (18) and am competent to make the certifications set forth herein.
GMC's principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326. GMC's Employer Identification Number is 83-1520984.
GMP Fund III's registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801. GMP Fund III's Employer Identification Number is 83-1647205.
I make the following certifications in my capacity as a Co-Founder & Managing Partner of GMC, in its capacity as the sole general partner of GMP Fund III, and upon my personal knowledge and after due inquiry and investigation, in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), which Closing is occurring on June 6, 2024.
2. RECITALS
WHEREAS, the Purchase Agreement provides for the sale by the Seller of one hundred percent (100%) of the membership interests in each of the following fourteen (14) Target Entities to Buyer:
WHEREAS, the Purchase Price for the Interests in all fourteen (14) Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustments as provided in the Purchase Agreement, including a Physical Condition Assessment credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) (the "PCA Credit"), with Six Hundred Twelve Million Dollars ($612,000,000) in aggregate assumed mortgage debt and Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash equity at Closing (as adjusted for the PCA Credit and prorations);
WHEREAS, the Closing is occurring on June 6, 2024, and this Certificate is being delivered pursuant to the Purchase Agreement as a condition precedent to Buyer's obligation to consummate the Closing;
WHEREAS, Seller's legal counsel in connection with the transactions contemplated by the Purchase Agreement is Blackridge Hayes LLP, with offices located at 1285 Avenue of the Americas, 34th Floor, New York, New York 10019 (Lead Partner: Nathaniel Pryce); and
WHEREAS, the undersigned is making the certifications set forth herein for the benefit of Buyer and the other parties entitled to rely hereon in connection with the Closing.
NOW, THEREFORE, I, Victor Lansdell, in my capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the sole general partner of Greystone Meridian Partners Fund III, L.P., do hereby certify as follows:
3. CERTIFICATIONS
3.1 Organization and Good Standing of GMC
GMC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMC was formed by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, or supplemented except as set forth in Exhibit A attached hereto. GMC has not been dissolved, merged, or consolidated with any other entity, and no proceedings for any such dissolution, merger, or consolidation have been commenced or are contemplated.
GMC has full limited liability company power and authority to act as the sole general partner of GMP Fund III and to execute and deliver the Purchase Agreement and all closing documents, certificates, instruments, and agreements required or contemplated by the Purchase Agreement on behalf of the Seller. GMC has taken all limited liability company action necessary to authorize its execution and delivery of the Purchase Agreement and the consummation of the transactions contemplated thereby.
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Greystone Meridian Capital LLC as filed with the Delaware Secretary of State, together with all amendments thereto. No amendments, supplements, or restatements of the Certificate of Formation have been filed or adopted since the most recent version attached as Exhibit A.
Attached hereto as Exhibit B is a true, correct, and complete copy of the Operating Agreement of Greystone Meridian Capital LLC, as currently in effect (the "GMC Operating Agreement"). The GMC Operating Agreement has not been amended, modified, supplemented, or restated except as shown therein, and there are no side letters, supplemental agreements, or waivers affecting the provisions of the GMC Operating Agreement that are relevant to the authority of GMC to consummate the transactions contemplated by the Purchase Agreement.
3.2 Organization and Good Standing of GMP Fund III
GMP Fund III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMP Fund III was formed by the filing of its Certificate of Limited Partnership with the Secretary of State of the State of Delaware, and such Certificate of Limited Partnership has not been amended, restated, or supplemented except as set forth in Exhibit C attached hereto. GMP Fund III has not been dissolved, merged, or consolidated with any other entity, and no proceedings for any such dissolution, merger, or consolidation have been commenced or are contemplated.
GMP Fund III has full limited partnership power and authority to own, hold, and dispose of the membership interests in each of the fourteen (14) Target Entities and to enter into and perform its obligations under the Purchase Agreement and all related transaction documents, including each of the closing deliverables described in Section 8.2 of the Purchase Agreement. GMP Fund III is the sole member of each of the fourteen (14) Target Entities and holds one hundred percent (100%) of the membership interests in each such Target Entity free and clear of all liens, claims, encumbrances, pledges, security interests, options, and restrictions, except as disclosed in the Purchase Agreement.
Attached hereto as Exhibit C is a true, correct, and complete copy of the Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. as filed with the Delaware Secretary of State, together with all amendments thereto. No amendments, supplements, or restatements of the Certificate of Limited Partnership have been filed or adopted since the most recent version attached as Exhibit C.
Attached hereto as Exhibit D is a true, correct, and complete copy of the Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (the "LP Agreement"), as currently in effect. The LP Agreement has not been amended, modified, supplemented, or restated except as shown therein, and there are no side letters or supplemental agreements affecting the provisions of the LP Agreement that are relevant to the authority of the General Partner or GMP Fund III to consummate the transactions contemplated by the Purchase Agreement, other than customary investor side letters that do not restrict or limit the General Partner's authority to approve and consummate the transactions contemplated hereby.
GMP Fund III is a 2018 vintage fund with a total fund size of Two Billion Four Hundred Million Dollars ($2,400,000,000) in aggregate capital commitments.
3.3 Authorization — Resolutions
The Managing Partners of GMC, acting in their capacity as the governing persons of the General Partner and pursuant to the authority vested in them under the GMC Operating Agreement and the LP Agreement, have duly adopted resolutions (the "Resolutions") authorizing the following actions on behalf of the Seller:
(a) the execution, delivery, and performance of the Purchase and Sale Agreement dated as of February 28, 2024, the First Amendment to Purchase and Sale Agreement dated as of April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024, and all obligations of the Seller arising thereunder;
(b) the sale, assignment, transfer, conveyance, and delivery of one hundred percent (100%) of the membership interests in each of the fourteen (14) Target Entities to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, upon the terms and subject to the conditions set forth in the Purchase Agreement;
(c) the execution and delivery of all closing documents, certificates, instruments, and agreements required or contemplated by the Purchase Agreement, including without limitation:
(i) Assignments and Assumptions of Membership Interests for each of the fourteen (14) Target Entities;
(ii) Seller's Closing Certificate pursuant to Section 8.2(d) of the Purchase Agreement;
(iii) FIRPTA Certificate (Non-Foreign Person Affidavit) pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder;
(iv) Title Affidavits for each Target Entity, in the form required by Commonwealth National Title Insurance Company;
(v) Escrow Agreement — Indemnity Escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) with Commonwealth National Title Insurance Company, as escrow agent;
(vi) Transition Services Agreement by and between Fairwater Property Management LLC and Argyle Property Services LLC, a Seller affiliate, for a term of ninety (90) days at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month;
(vii) SNDA Post-Closing Carve-Out Side Letter, providing for a holdback in the amount of Two Hundred Thousand Dollars ($200,000);
(viii) Bill of Sale — Personal Property for each Target Entity;
(ix) Assignment and Assumption of Leases, Contracts, and Intangibles for each Target Entity;
(x) Replacement guaranty release documentation for each of the three existing lender facilities (Pinnacle Federal Bank, N.A.; Veltrano Capital Lending Corp.; Sycamore Life Insurance Company); and
(xi) All other documents described in the closing agenda delivered by Seller's counsel and Buyer's counsel to the parties in connection with the Closing;
(d) the appointment and authorization of any one of Victor Lansdell or Elise Rathborne, each a Co-Founder & Managing Partner of GMC, to execute any and all such documents, certificates, instruments, and agreements on behalf of the Seller, with full power and authority to bind GMC and GMP Fund III, and to take all actions necessary or desirable in connection with the consummation of the transactions contemplated by the Purchase Agreement; and
(e) the receipt by GMP Fund III of the Purchase Price proceeds, including the net cash to Seller of Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand Dollars ($486,930,000) (subject to prorations and adjustments as set forth in the Purchase Agreement and the closing settlement statement), and the direction of such proceeds to be wired to Seller's account at:
Bank: Magnolia Commerce Bank, N.A. Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 Account Name: Greystone Meridian Partners Fund III, L.P. ABA Routing Number: As separately provided to Buyer and the Escrow Agent Account Number: As separately provided to Buyer and the Escrow Agent Reference: GMP Fund III — Fairwater Closing — June 2024
The Resolutions were duly adopted by written consent of all of the Managing Partners of GMC in accordance with the GMC Operating Agreement and applicable Delaware law. The Resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof. No action has been taken by the Managing Partners or any other person or body that is inconsistent with or that would limit or restrict the authority conferred by the Resolutions.
Attached hereto as Exhibit E is a true, correct, and complete copy of the Resolutions.
3.4 No Conflict
The execution, delivery, and performance of the Purchase Agreement by the Seller, and the consummation of the transactions contemplated thereby, do not and will not:
(a) conflict with, violate, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of GMC;
(b) conflict with, violate, or result in a breach of any provision of the Certificate of Limited Partnership or the LP Agreement of GMP Fund III;
(c) conflict with or violate any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of any federal, state, or local governmental authority or any court of competent jurisdiction applicable to GMC, GMP Fund III, or any of the Target Entities; or
(d) result in a breach of, constitute a default under, give rise to any right of termination, acceleration, or cancellation under, or require any consent, waiver, or approval under, any material agreement, contract, indenture, lease, license, permit, or instrument to which GMC or GMP Fund III is a party or by which any of their respective assets or properties is bound; provided, however, that the foregoing clause (d) is subject to the requirement to obtain lender consents under the existing mortgage loan agreements encumbering the real properties owned by the Target Entities, which consents have been duly obtained from each of the following lenders:
(i) Pinnacle Federal Bank, N.A. — Consent received and effective as of June 4, 2024;
(ii) Veltrano Capital Lending Corp. — Consent received and effective as of May 17, 2024; and
(iii) Sycamore Life Insurance Company — Consent received and effective as of May 22, 2024.
Each such lender consent is unconditional (except for customary conditions relating to the consummation of the Closing and the delivery of replacement guaranties as contemplated by the Purchase Agreement) and remains in full force and effect as of the date hereof. No other consents, approvals, authorizations, or waivers from any third party are required in connection with the execution, delivery, or performance of the Purchase Agreement or the consummation of the transactions contemplated thereby, other than consents that have been duly obtained and are in full force and effect as of the date hereof.
3.5 Incumbency.  The following persons are the duly appointed, qualified, and acting officers and authorized signatories of Greystone Meridian Capital LLC, and each holds the title set forth opposite his or her name as of the date hereof and as of February 28, 2024 (the date of execution of the Purchase Agreement), and the signature set forth opposite his or her name is such person's true and genuine signature:
Each such person is authorized to execute any and all documents, instruments, certificates, and agreements on behalf of GMC in its capacity as the sole general partner of GMP Fund III in connection with the transactions contemplated by the Purchase Agreement. Each such person held the title set forth above on each of February 28, 2024, April 12, 2024, May 28, 2024, and June 6, 2024.
For the avoidance of doubt, Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC (a Seller affiliate), is identified as a "Seller's Knowledge Individual" under the Purchase Agreement but is not an authorized signatory of GMC and does not have authority to execute documents on behalf of GMC or GMP Fund III.
3.6 Seller's Knowledge Individuals
I hereby confirm that the following persons constitute the "Seller's Knowledge Individuals" as defined in Section 1.1 of the Purchase Agreement, and that such designation has not been modified or supplemented since the date of the Purchase Agreement:
(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;
(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and
(c) Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC.
Each Seller's Knowledge Individual has been designated in accordance with the terms of the Purchase Agreement as a person whose actual knowledge (after reasonable inquiry) is attributed to the Seller for purposes of the representations, warranties, and covenants of the Seller contained in the Purchase Agreement.
3.7 No Proceedings
No action, suit, proceeding, claim, investigation, arbitration, or litigation is pending or, to the undersigned's knowledge after due inquiry, threatened against GMC or GMP Fund III (in its capacity as the Seller under the Purchase Agreement) before any court, arbitrator, governmental authority, or regulatory body that would:
(a) challenge the validity or enforceability of the Purchase Agreement or any of the transactions contemplated thereby;
(b) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation of the transactions contemplated by the Purchase Agreement;
(c) seek damages in connection with the transactions contemplated by the Purchase Agreement; or
(d) otherwise materially and adversely affect the ability of GMC or GMP Fund III to perform its obligations under the Purchase Agreement or to consummate the Closing.
3.8 LP Agreement Consent / Approval
Pursuant to the terms of the LP Agreement, the consent or approval of the limited partners of GMP Fund III is not required for the sale, assignment, transfer, and conveyance of the membership interests in the Target Entities, or, to the extent that any such consent or approval is required under any provision of the LP Agreement, such consent or approval has been duly obtained in accordance with the applicable provisions of the LP Agreement prior to the date hereof. All consents so obtained are unconditional and irrevocable and remain in full force and effect as of the date hereof.
No advisory committee approval is required under the LP Agreement for the consummation of the transactions contemplated by the Purchase Agreement, or, to the extent that advisory committee approval is required under any provision of the LP Agreement, such approval has been duly obtained in writing prior to the date hereof and remains in full force and effect as of the date hereof.
4. LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A: Certificate of Formation of Greystone Meridian Capital LLC (and all amendments thereto)
Exhibit B: Operating Agreement of Greystone Meridian Capital LLC (as currently in effect)
Exhibit C: Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (and all amendments thereto)
Exhibit D: Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (as currently in effect)
Exhibit E: Resolutions of the Managing Partners of Greystone Meridian Capital LLC (as General Partner of Greystone Meridian Partners Fund III, L.P.) authorizing the transactions contemplated by the Purchase Agreement
5. RELIANCE
This Certificate is being delivered to Buyer in connection with the Closing pursuant to Section 8.2(e) of the Purchase Agreement. Each of the following parties and their respective successors and assigns may rely upon the certifications contained herein in connection with the Closing and the consummation of the transactions contemplated by the Purchase Agreement:
(a) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as Buyer under the Purchase Agreement;
(b) Calderwood & Harkness LLP, counsel to Buyer, with offices located at 1700 K Street NW, Suite 900, Washington, DC 20006 and 450 Park Avenue, 28th Floor, New York, New York 10022;
(c) Commonwealth National Title Insurance Company, as title company and escrow agent, with offices located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, Attention: Kenneth Stanhope, Senior Vice President;
(d) The existing mortgage lenders under the loan agreements encumbering the properties owned by the Target Entities:
(i) Pinnacle Federal Bank, N.A. and its counsel, Whitfield & Archer LLP;
(ii) Veltrano Capital Lending Corp. and its counsel, Cranford McCabe LLP; and
(iii) Sycamore Life Insurance Company and its counsel, Partridge Wynn & Slater LLP; and
(e) Any other party expressly entitled to rely on this Certificate pursuant to the terms of the Purchase Agreement or any closing deliverable executed in connection therewith.
This Certificate shall not be deemed to expand or modify the representations, warranties, covenants, or obligations of the Seller set forth in the Purchase Agreement, and the certifications set forth herein are made solely for purposes of satisfying the conditions to Closing set forth in Section 8.2 of the Purchase Agreement. The certifications set forth herein shall survive the Closing to the extent, and only to the extent, that the corresponding representations and warranties of the Seller under the Purchase Agreement survive the Closing in accordance with Article X thereof.
6. SIGNATURE
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of June 6, 2024.
GREYSTONE MERIDIAN CAPITAL LLC, a Delaware limited liability company, as General Partner of GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
COUNTER-CERTIFICATION
The undersigned, Elise Rathborne, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, hereby certifies that Victor Lansdell is a duly appointed Co-Founder & Managing Partner of Greystone Meridian Capital LLC, has been duly authorized by the Managing Partners of Greystone Meridian Capital LLC to execute the foregoing Secretary's Certificate on behalf of Greystone Meridian Capital LLC, in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., and the signature appearing above is his genuine signature. The undersigned further confirms that, as of the date hereof, Victor Lansdell has not been removed from his position and his authority to act on behalf of Greystone Meridian Capital LLC has not been limited, restricted, or revoked.
By: ________
Name: Elise Rathborne
Title: Co-Founder & Managing Partner
Greystone Meridian Capital LLC
Date: June 6, 2024
EXHIBIT A
Certificate of Formation of Greystone Meridian Capital LLC (and All Amendments Thereto)
Filed with the Delaware Secretary of State
[Organizational document attached hereto]
This Exhibit A consists of the Certificate of Formation of Greystone Meridian Capital LLC as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through the date of this Certificate. The attached copy has been certified by the undersigned to be a true, correct, and complete copy of such document as currently in effect.
EXHIBIT B
Operating Agreement of Greystone Meridian Capital LLC (As Currently in Effect)
[Organizational document attached hereto]
This Exhibit B consists of the Operating Agreement of Greystone Meridian Capital LLC, as currently in effect and as certified by the undersigned to be a true, correct, and complete copy of such document. The Operating Agreement has not been amended, modified, supplemented, or restated except as shown in the attached copy.
EXHIBIT C
Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (and All Amendments Thereto)
Filed with the Delaware Secretary of State
Registered Agent: 1209 Orange Street, Wilmington, Delaware 19801
[Organizational document attached hereto]
This Exhibit C consists of the Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through the date of this Certificate. The attached copy has been certified by the undersigned to be a true, correct, and complete copy of such document as currently in effect.
EXHIBIT D
Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P. (As Currently in Effect)
[Organizational document attached hereto]
This Exhibit D consists of the Limited Partnership Agreement of Greystone Meridian Partners Fund III, L.P., as currently in effect and as certified by the undersigned to be a true, correct, and complete copy of such document. The LP Agreement has not been amended, modified, supplemented, or restated except as shown in the attached copy.
EXHIBIT E
RESOLUTIONS OF THE MANAGING PARTNERS OF GREYSTONE MERIDIAN CAPITAL LLC (AS GENERAL PARTNER OF GREYSTONE MERIDIAN PARTNERS FUND III, L.P.)
Adopted by Written Consent in Lieu of Meeting Effective as of February 27, 2024
The undersigned, being all of the Managing Partners of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), acting in their capacity as the governing persons of GMC, the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III"), and pursuant to the authority vested in them under the Operating Agreement of GMC and the Limited Partnership Agreement of GMP Fund III (the "LP Agreement"), hereby adopt the following resolutions by written consent in lieu of a meeting, effective as of February 27, 2024, in accordance with the Operating Agreement of GMC and the Delaware Limited Liability Company Act:
PREAMBLE.  WHEREAS, GMC is the sole general partner of GMP Fund III, and, as such, has full power and authority to manage the business and affairs of GMP Fund III, including the authority to approve and authorize the acquisition, disposition, and management of GMP Fund III's investments, in accordance with the LP Agreement;
WHEREAS, GMP Fund III is the sole member of each of the following fourteen (14) Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"):
1.  GMP Fairfield I LLC
2.  GMP Fairfield II LLC
3.  GMP Westlake LLC
4.  GMP Katy LLC
5.  GMP Alliance LLC
6.  GMP Lakeland LLC
7.  GMP Southport LLC
8.  GMP Murfreesboro LLC
9.  GMP Buckhead LLC
10.  GMP SouthPark LLC
11.  GMP Cool Springs LLC
12.  GMP Brickell LLC
13.  GMP Peachtree LLC
14.  GMP Mount Juliet LLC
each a Delaware limited liability company in which GMP Fund III holds one hundred percent (100%) of the membership interests;
WHEREAS, GMP Fund III desires to sell, assign, transfer, and convey one hundred percent (100%) of the membership interests in each of the Target Entities (the "Transaction") to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer");
WHEREAS, the aggregate purchase price for the Transaction is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of the assumption by Buyer of approximately Six Hundred Twelve Million Dollars ($612,000,000) in existing mortgage indebtedness encumbering the real properties owned by the Target Entities and the payment by Buyer of approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash;
WHEREAS, the Managing Partners of GMC have reviewed the terms and conditions of the proposed Purchase and Sale Agreement by and between GMP Fund III, as seller, and Buyer, as buyer (the "Purchase Agreement"), and all schedules, exhibits, and ancillary documents related thereto; and
WHEREAS, after careful consideration, the Managing Partners of GMC have determined that the Transaction is fair, reasonable, and in the best interest of GMP Fund III and its limited partners, and that the Purchase Price represents fair value for the Interests being sold;
NOW, THEREFORE, BE IT:
Resolution 1: Approval of the Transaction
RESOLVED, that the sale, assignment, transfer, conveyance, and delivery of one hundred percent (100%) of the membership interests held by GMP Fund III in each of the following Target Entities to Fairwater Real Estate Investment Trust is hereby authorized and approved in all respects:
1.  GMP Fairfield I LLC
2.  GMP Fairfield II LLC
3.  GMP Westlake LLC
4.  GMP Katy LLC
5.  GMP Alliance LLC
6.  GMP Lakeland LLC
7.  GMP Southport LLC
8.  GMP Murfreesboro LLC
9.  GMP Buckhead LLC
10.  GMP SouthPark LLC
11.  GMP Cool Springs LLC
12.  GMP Brickell LLC
13.  GMP Peachtree LLC
14.  GMP Mount Juliet LLC
upon the terms and subject to the conditions set forth in the Purchase Agreement and the ancillary transaction documents.
Resolution 2: Approval of the Purchase Agreement
RESOLVED, that the Purchase and Sale Agreement between GMP Fund III, as seller, and Fairwater Real Estate Investment Trust, as buyer, substantially in the form presented to the Managing Partners and reviewed by Seller's counsel, Blackridge Hayes LLP, is hereby approved in all respects, and any Managing Partner of GMC is hereby authorized to execute and deliver the Purchase Agreement on behalf of GMP Fund III, together with any amendments, modifications, supplements, or waivers thereto as such Managing Partner, in his or her sole discretion, may determine to be necessary, advisable, or appropriate in connection with the consummation of the Transaction.
Resolution 3: Authorization of Closing Documents
RESOLVED, that any Managing Partner of GMC is hereby authorized to execute and deliver, on behalf of GMC in its capacity as the sole general partner of GMP Fund III, all closing documents, instruments, certificates, agreements, affidavits, and other writings as may be necessary, advisable, or appropriate to consummate the Transaction, including but not limited to those documents enumerated in the Purchase Agreement and the closing agenda prepared by counsel to the parties, and to take all such further actions as such Managing Partner may deem necessary or desirable in connection with the execution and delivery of such documents and the consummation of the Closing.
Resolution 4: Authorization of Signatories
RESOLVED, that Victor Lansdell and Elise Rathborne, each a Co-Founder & Managing Partner of GMC, are each individually authorized and empowered to act on behalf of GMC, in its capacity as the sole general partner of GMP Fund III, to execute any and all documents, instruments, certificates, agreements, and other writings in connection with the Transaction, and the execution of any such document by either Victor Lansdell or Elise Rathborne, individually, shall be sufficient to bind GMC and GMP Fund III without the requirement of any additional signature or approval.
Resolution 5: Receipt and Distribution of Proceeds
RESOLVED, that the Managing Partners of GMC are hereby authorized to receive the Purchase Price proceeds on behalf of GMP Fund III in connection with the Closing and to direct the wiring of such proceeds to the bank accounts designated by GMP Fund III, and further to authorize the distribution of such proceeds in accordance with the waterfall provisions of the LP Agreement, the closing settlement statement, and all applicable prorations and adjustments, including the direction of the net cash to Seller to Seller's account at Magnolia Commerce Bank, N.A., Atlanta, Georgia.
Resolution 6: Ratification
RESOLVED, that all actions heretofore taken by any Managing Partner of GMC, or by any officer, agent, or representative of GMC or GMP Fund III, in connection with the negotiation, preparation, and execution of the Purchase Agreement, the engagement of advisors and consultants, the conduct of due diligence, the negotiation of lender consents, and any and all other actions taken in furtherance of the Transaction prior to the date hereof, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of GMC, in its capacity as the sole general partner of GMP Fund III.
Resolution 7: General Authority
RESOLVED, that any Managing Partner of GMC is hereby authorized and empowered to take such further actions, execute such further documents, make such filings, and give such notices as may be necessary, advisable, or desirable to carry out the purposes and intent of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the Purchase Agreement, all with such changes, modifications, and additions as such Managing Partner, in his or her sole discretion, may approve, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such approval.
[Remainder of page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO RESOLUTIONS OF THE MANAGING PARTNERS OF GREYSTONE MERIDIAN CAPITAL LLC (AS GENERAL PARTNER OF GREYSTONE MERIDIAN PARTNERS FUND III, L.P.)
IN WITNESS WHEREOF, the undersigned Managing Partners of Greystone Meridian Capital LLC have executed these Resolutions by written consent in lieu of meeting, effective as of February 27, 2024.
________________________________________
Victor Lansdell Co-Founder & Managing Partner Greystone Meridian Capital LLC
Date: February 27, 2024
________________________________________
Elise Rathborne Co-Founder & Managing Partner Greystone Meridian Capital LLC
Date: February 27, 2024
No. | Full Legal Name | Jurisdiction | EIN
1. | GMP Fairfield I LLC | Delaware | 84-2310561
2. | GMP Fairfield II LLC | Delaware | 84-2310578
3. | GMP Westlake LLC | Delaware | 84-2415693
4. | GMP Katy LLC | Delaware | 84-2415710
5. | GMP Alliance LLC | Delaware | 84-2415728
6. | GMP Lakeland LLC | Delaware | 84-2527834
7. | GMP Southport LLC | Delaware | 84-2527849
8. | GMP Murfreesboro LLC | Delaware | 84-2527856
9. | GMP Buckhead LLC | Delaware | 84-2639901
10. | GMP SouthPark LLC | Delaware | 84-2639918
11. | GMP Cool Springs LLC | Delaware | 84-2639925
12. | GMP Brickell LLC | Delaware | 84-2639932
13. | GMP Peachtree LLC | Delaware | 84-2741063
14. | GMP Mount Juliet LLC | Delaware | 84-2741070
Name | Title | Specimen Signature
Victor Lansdell | Co-Founder & Managing Partner | ________
Elise Rathborne | Co-Founder & Managing Partner | ________

SECRETARY'S CERTIFICATE OF GREYSTONE MERIDIAN CAPITAL LLC

COUNTER-CERTIFICATION

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

NOW, THEREFORE, BE IT:

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