1036-00004 · Client 1036 · Closing

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SELLER'S CLOSING CERTIFICATE

June 6, 2024

This SELLER'S CLOSING CERTIFICATE (this "Certificate") is delivered pursuant to Section 8.2(c) of that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, collectively, the "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"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Section 1. Identification of Certifying Party

The undersigned, Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller"), hereby certifies to Buyer as follows in connection with the closing of the transactions contemplated by the Agreement (the "Closing") occurring on the date hereof, June 6, 2024.

This Certificate is delivered on behalf of Seller for the purpose of satisfying the conditions precedent to Closing set forth in Section 8.2 of the Agreement, including without limitation the delivery of the certificate described in Section 8.2(c) thereof. The undersigned confirms that he is authorized to execute and deliver this Certificate on behalf of Seller, acting through GMC in its capacity as Seller's general partner.

The undersigned further confirms that he is a "Seller's Knowledge Individual" as defined in Section 1.1(kkk) of the Agreement. The other Seller's Knowledge Individuals under the Agreement are Elise Rathborne, Chief Financial Officer of GMC, and Sean Kilpatrick, Portfolio Manager of GMC. Each of the foregoing individuals has been involved in the management, operation, and oversight of the Target Entities and the Properties throughout the term of Seller's ownership and during the period from the execution of the Agreement through the Closing Date, and each has been consulted in connection with the preparation and delivery of this Certificate.

Section 2. Bring-Down of Representations and Warranties

The undersigned hereby certifies on behalf of Seller that each of the representations and warranties of Seller contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (February 28, 2024) and as of the Closing Date (June 6, 2024) as though made on and as of the Closing Date, except to the extent any such representation or warranty expressly relates to an earlier date (including, without limitation, representations and warranties made as of the date of the Agreement or as of the end of the Due Diligence Period), in which case such representation or warranty is true and correct in all material respects as of such earlier date.

With respect to any representation or warranty of Seller contained in Article V of the Agreement that is qualified by the terms "material," "materiality," "material adverse effect," or words of similar import, such representation or warranty is true and correct in all respects as of the date of the Agreement and as of the Closing Date (or, if applicable, as of the earlier date to which it expressly relates), without duplication of such materiality qualifier.

No update to the disclosure schedules delivered in connection with the Agreement has been required or delivered except as follows: (a) supplemental disclosures previously delivered by Seller to Buyer during the Due Diligence Period (which expired on April 5, 2024) pursuant to Section 5.21 of the Agreement, and (b) information set forth in the executed tenant estoppel certificates delivered to Buyer. In connection with the foregoing, seventy-nine (79) executed tenant estoppel certificates have been received, representing approximately 91.4% of in-place annual base rent ("ABR"), calculated as $68,371,200 of the total portfolio ABR of $74,800,000. This exceeds the estoppel threshold set forth in Section 8.2(g) of the Agreement, which requires estoppel certificates representing at least 80% of in-place ABR (i.e., $59,840,000 of $74,800,000). None of the executed estoppel certificates disclosed any matter that would, individually or in the aggregate, constitute a material adverse effect or require any update to the representations and warranties of Seller, except for the six (6) estoppel discrepancies addressed in Section 10 below.

Section 3. Representations Regarding Target Entities

The undersigned hereby certifies on behalf of Seller that each of the fourteen (14) Target Entities (as defined in Section 1.1(uuu) of the Agreement) is duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in the state in which its respective Property is located, as set forth below:

Seller further certifies that Seller is the sole owner of one hundred percent (100%) of the issued and outstanding membership interests in each Target Entity, free and clear of all liens, encumbrances, pledges, security interests, options, rights of first refusal, preemptive rights, and other restrictions or limitations of any kind, other than (i) those liens and encumbrances to be released at or prior to Closing, including without limitation UCC-1 financing statements filed in connection with the existing mortgage loan agreements referenced in Section 12 below, which are being terminated via UCC-3 termination statements filed concurrently with the Closing, and (ii) any restrictions on transfer set forth in the operating agreements of the Target Entities, which restrictions have been waived or complied with in connection with the Closing.

Seller further certifies that no Target Entity has any subsidiaries, nor does any Target Entity own any equity interest, whether direct or indirect, in any other person, entity, corporation, partnership, limited liability company, joint venture, trust, or other legal entity.

Section 4. Authorization and Enforceability

The undersigned hereby certifies on behalf of Seller as follows:

Seller, Greystone Meridian Partners Fund III, L.P. (EIN 83-1647205), is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Seller has the requisite partnership power and authority to own, operate, and hold the membership interests in each Target Entity and to carry on its business as presently conducted.

Greystone Meridian Capital LLC (EIN 83-1520984), a Delaware limited liability company, is the sole general partner of Seller and is duly formed, validly existing, and in good standing under the laws of the State of Delaware. GMC has full power and authority to execute, deliver, and perform the Agreement and all ancillary closing documents, agreements, instruments, and certificates on behalf of Seller, and to consummate the transactions contemplated by the Agreement.

All necessary partnership actions, consents, and approvals have been duly obtained for the authorization, execution, delivery, and performance by Seller of the Agreement and each of the closing documents, and for the consummation of the transactions contemplated thereby. Without limiting the foregoing, the limited partners of Greystone Meridian Partners Fund III, L.P. have duly approved the transactions contemplated by the Agreement to the extent required under Section 8.3 of the Amended and Restated Agreement of Limited Partnership of Greystone Meridian Partners Fund III, L.P. dated September 1, 2018, as amended from time to time (the "LPA"). Such approval was obtained by written consent of limited partners holding in excess of sixty-six and two-thirds percent (66⅔%) of the outstanding limited partnership interests, as required by Section 8.3(a) of the LPA, which written consent was received on February 22, 2024, prior to the execution of the Agreement.

The execution, delivery, and performance by Seller of the Agreement and each closing document, and the consummation by Seller of the transactions contemplated thereby, do not and will not (a) violate or conflict with the LPA or the operating agreement of GMC, (b) violate or conflict with any applicable law, statute, regulation, rule, order, writ, judgment, injunction, or decree of any governmental authority applicable to Seller, any Target Entity, or any Property, (c) violate, conflict with, result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, accelerate the performance required by, or result in the creation of any lien upon any of the properties or assets of Seller or any Target Entity under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, or other instrument or obligation to which Seller or any Target Entity is a party or by which any of them or any of their respective properties or assets may be bound, or (d) require any consent, approval, authorization, or permit of, or filing with or notification to, any person or governmental authority, except for (i) the lender consents described in Section 12 below, all of which have been obtained, and (ii) any filings required under applicable state securities laws, which filings have been duly made.

Section 5. Covenants and Agreements

The undersigned hereby certifies on behalf of Seller that Seller has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Seller under the Agreement on or prior to the Closing Date, including without limitation the following:

(a) Ordinary Course Operations. The Target Entities have operated the Properties in the ordinary course of business consistent with past practice during the period from the date of the Agreement (February 28, 2024) through the Closing Date (June 6, 2024), in accordance with Section 6.1 of the Agreement. Seller has maintained and caused each Target Entity to maintain the Properties in substantially the same condition as existed on the date of the Agreement, ordinary wear and tear and casualty excepted.

(b) Estoppel Certificates. Seller has delivered, or caused to be delivered, executed tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place annual base rent, as required by Section 8.2(g) of the Agreement. The minimum threshold of $59,840,000 (representing 80% of $74,800,000 of portfolio in-place ABR) has been satisfied. Seventy-nine (79) executed estoppel certificates have been received as of the Closing Date, covering tenants representing approximately $68,371,200 of in-place ABR, or approximately 91.4% of total portfolio ABR. In addition, executed estoppel certificates have been received from every tenant occupying 25,000 or more rentable square feet in any Property (each, a "Major Tenant"), as required by Section 8.2(g)(ii) of the Agreement.

(c) Lender Consents. Seller has cooperated with Buyer in obtaining all required lender consents for the change of control of the Target Entities under each existing mortgage loan agreement, as required by Section 6.4 of the Agreement. All required lender consents have been obtained as follows:

(i) Pinnacle Federal Bank, N.A. — consent executed June 4, 2024;

(ii) Veltrano Capital Lending Corp. — consent executed May 17, 2024; and

(iii) Sycamore Life Insurance Company — consent executed May 22, 2024.

Further detail regarding each lender consent is set forth in Section 12 below.

(d) Subordination, Non-Disturbance, and Attornment Agreements (SNDAs). Seller has delivered, or caused to be delivered, executed SNDAs from thirty-four (34) of the thirty-eight (38) Major Tenants required pursuant to Section 8.2(h) of the Agreement. The four (4) remaining Major Tenant SNDAs that are outstanding as of the Closing Date are subject to the Post-Closing SNDA Side Letter executed contemporaneously with the Closing, and a holdback of $200,000 from Seller's closing proceeds has been established in respect thereof. Further detail regarding the post-closing SNDA obligations is set forth in Section 15 below.

(e) No Unauthorized Actions. During the period from the date of the Agreement through the Closing Date, no Target Entity has, and Seller has not permitted any Target Entity to, without Buyer's prior written consent: (i) enter into any new lease or lease amendment with respect to any Property, except in the ordinary course of business and in compliance with Section 6.2 of the Agreement; (ii) enter into any material contract or agreement with respect to any Property; (iii) make or commit to make any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate, except for emergency repairs and expenditures required under existing leases; or (iv) take any material action outside the ordinary course of business with respect to any Property or Target Entity.

(f) Insurance. Seller has maintained, and has caused each Target Entity to maintain, insurance coverage on all fourteen (14) Properties through the Closing Date in the amounts and of the types required under the existing mortgage loan agreements and consistent with the coverage in effect as of the date of the Agreement, in accordance with Section 6.5 of the Agreement.

Section 6. No Material Adverse Change

The undersigned hereby certifies on behalf of Seller that since February 28, 2024 (the date of the Agreement), there has been no material adverse change in the financial condition, physical condition, results of operations, or business of any of the fourteen (14) Properties or any Target Entity. Without limiting the generality of the foregoing, Seller certifies that during the period from the date of the Agreement through the Closing Date: (a) no Property has suffered any material casualty or been the subject of any condemnation proceeding or notice of condemnation; (b) no Target Entity has incurred any material indebtedness or liability outside the ordinary course of business; (c) no tenant occupying more than 10,000 rentable square feet has defaulted under its lease or provided notice of its intention to vacate prior to the expiration of its lease term; and (d) no event, condition, or circumstance has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Properties, the Target Entities, or the membership interests being transferred to Buyer at Closing.

Section 7. Litigation and Claims

The undersigned hereby certifies on behalf of Seller that, except as disclosed in PSA Exhibit J (List of Pending Litigation) and the disclosure schedules delivered in connection with the Agreement, there is no action, suit, proceeding, litigation, arbitration, governmental investigation, or governmental proceeding pending, or to Seller's knowledge, threatened, against or affecting Seller, any Target Entity, or any Property that would materially and adversely affect: (a) the Properties or any portion thereof; (b) the Target Entities or any of them; (c) the membership interests being transferred to Buyer; or (d) the ability of Seller to consummate the transactions contemplated by the Agreement or to perform its obligations under the Agreement or any closing document.

Seller further certifies that, as of the Closing Date, no claims have been asserted against the indemnity escrow of $16,500,000 held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Escrow Agreement dated as of the date hereof. To Seller's knowledge, no circumstances exist as of the Closing Date that would give rise to a claim under the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSPN-RWI-2024-0619, with an aggregate policy limit of $55,000,000 and a retention of $11,000,000).

Section 8. Tax Matters

The undersigned hereby certifies on behalf of Seller as follows with respect to tax matters:

Each Target Entity has timely filed (taking into account any applicable extensions) all federal, state, and local tax returns and reports required to be filed by such Target Entity on or prior to the Closing Date, and all such tax returns and reports are true, correct, and complete in all material respects. Each Target Entity has paid all taxes shown to be due and payable on such tax returns, as well as all other taxes due and payable by such Target Entity through the Closing Date.

There are no pending or, to Seller's knowledge, threatened tax audits, assessments, deficiency notices, or other proceedings by any governmental authority against or with respect to any Target Entity.

The estimated 2024 real property taxes for the portfolio total $14,760,000 on an annualized basis. Such taxes have been prorated between Seller and Buyer through the Closing Date (June 6, 2024) in accordance with Section 9.3 of the Agreement and as reflected in the Preliminary Closing Proration Statement delivered to Buyer on June 3, 2024. Seller's share of such prorated real property taxes has been calculated as follows: $14,760,000 × (157 / 366) = $6,332,951, reflecting the period from January 1, 2024 through and including June 5, 2024 (157 days of the 366-day calendar year 2024, which is a leap year). To the extent final tax bills differ from the estimated amounts used in the Preliminary Closing Proration Statement, the parties will re-prorate such amounts in accordance with Section 9.3(b) of the Agreement upon receipt of final tax bills.

Section 9. Environmental Matters

The undersigned hereby certifies on behalf of Seller that, to Seller's knowledge, except as disclosed in the Phase I Environmental Site Assessments listed on PSA Exhibit N (which were prepared by Trident Environmental Group LLC in connection with Buyer's due diligence), there are no environmental conditions at any Property that would give rise to liability under any applicable environmental law, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), or any analogous state or local environmental law.

Seller acknowledges that de minimis recognized environmental conditions ("RECs") were identified in the Phase I ESAs for the following Properties: (a) Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77077 (owned by GMP Westlake LLC), and (b) Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811 (owned by GMP Lakeland LLC). Such de minimis RECs have been fully disclosed to Buyer and are being appropriately managed and controlled in accordance with applicable environmental regulations. No Phase II Environmental Site Assessment was required for either Property based on the nature and scope of the identified RECs, as confirmed by Trident Environmental Group LLC in their recommendation letters dated March 20, 2024 and March 22, 2024, respectively.

Section 10. Tenant and Lease Matters

The undersigned hereby certifies on behalf of Seller as follows with respect to tenant and lease matters:

The rent roll attached to the Agreement as PSA Exhibit H, which was prepared as of December 31, 2023, remains true, correct, and complete in all material respects as of the Closing Date, subject to changes occurring in the ordinary course of business since December 31, 2023, including tenant move-ins, lease expirations, rent escalations, and lease commencements, all of which are reflected in the updated rent roll delivered to Buyer on June 3, 2024.

As of the date of the rent roll (December 31, 2023), the portfolio consisted of the following:

• Total number of leases: 87

• Total portfolio rentable square footage: 5,224,000 RSF

• Weighted-average occupancy: 93.2%

• Annual in-place base rent: $74,800,000

• In-place capitalization rate: 6.80%

Aggregate tenant security deposits in the amount of $4,283,000 are held in the operating accounts of the respective Target Entities at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. Such security deposits will be transferred to Buyer as part of the entity-level acquisition of the Target Entities at Closing, and no separate transfer of funds with respect to tenant security deposits is required.

Seller further certifies that the six (6) estoppel discrepancies identified by Buyer in Buyer's Estoppel Review Letter dated May 10, 2024 have been resolved through supplemental disclosures delivered by Seller to Buyer on May 20, 2024 and May 28, 2024. None of such discrepancies resulted in a material modification to the representations and warranties of Seller, and each has been resolved to the mutual satisfaction of the parties.

Section 11. Property Condition and PCA Credit

The undersigned acknowledges on behalf of Seller the following with respect to property condition assessments and the PCA credit:

Property Condition Assessments prepared by Rampart Building Sciences, Inc. identified aggregate estimated immediate repair costs of $2,140,000 across the following four (4) Properties:

Seller confirms that, pursuant to Section 3 of the First Amendment to Purchase and Sale Agreement dated April 12, 2024, a PCA credit in the amount of $1,070,000, representing fifty percent (50%) of the aggregate estimated immediate repair costs of $2,140,000, has been applied as a reduction to the purchase price. The original purchase price of $1,100,000,000 has been reduced by such PCA credit to an adjusted purchase price of $1,098,930,000, which is the purchase price being used for all purposes in connection with the Closing, including the calculation of prorations, transfer taxes, and title insurance premiums.

Section 12. Lender Consent Confirmation

The undersigned hereby certifies on behalf of Seller that all required lender consents for the change of control of the Target Entities under each existing mortgage loan agreement have been duly obtained, as set forth below:

(a) Pinnacle Federal Bank, N.A.

Consent to Transfer executed on June 4, 2024, in connection with the Master Loan Agreement dated September 15, 2020, by and among certain Target Entities as borrowers and Pinnacle Federal Bank, N.A. as lender, covering Loans 1-A through 1-H with an aggregate outstanding principal balance of $421,600,000 as of the Closing Date. A consent fee of $1,054,000 (equal to 0.25% of the outstanding principal balance) has been paid in full.

(b) Veltrano Capital Lending Corp.

Consent to Transfer executed on May 17, 2024, in connection with the Loan Agreement dated February 1, 2021, by and among certain Target Entities as borrowers and Veltrano Capital Lending Corp. as lender, covering Loans 2-A through 2-D with an aggregate outstanding principal balance of $142,300,000 as of the Closing Date. A consent fee of $711,500 (equal to 0.50% of the outstanding principal balance) has been paid in full.

Consent to Transfer executed on May 22, 2024, in connection with the Note Purchase Agreement dated November 22, 2019, by and among certain Target Entities as borrowers and Sycamore Life Insurance Company as lender, covering Loans 3-A and 3-B with an aggregate outstanding principal balance of $48,100,000 as of the Closing Date. A consent fee of $60,125 (equal to 0.125% of the outstanding principal balance) has been paid in full.

The total consent fees paid in connection with the foregoing lender consents are $1,825,625. In accordance with Section 9.5 of the Agreement, such consent fees have been shared equally between Seller and Buyer, with Seller's fifty percent (50%) share equal to $912,812.50 and Buyer's fifty percent (50%) share equal to $912,812.50.

Seller further confirms that replacement non-recourse carve-out guaranties and environmental indemnity agreements have been executed by Fairwater Real Estate Investment Trust in favor of each of the foregoing lenders, replacing Greystone Meridian Partners Fund III, L.P. as guarantor and indemnitor under the existing guaranty and indemnity agreements. Copies of each replacement guaranty and environmental indemnity agreement have been delivered to Seller's counsel.

Section 13. Title and Survey Matters

The undersigned hereby certifies on behalf of Seller that Seller has cured, or caused to be cured, all mandatory cure items identified in Buyer's title objection letter dated March 27, 2024 (the "Title Objection Letter"), delivered pursuant to Section 4.3 of the Agreement. Such mandatory cure items included, without limitation, all monetary liens, mechanic's liens, delinquent taxes, and judgments against any Target Entity or affecting any Property, each of which has been released, discharged, or otherwise resolved at or prior to Closing to the satisfaction of Buyer and Buyer's title company.

Seller further certifies that zoning confirmation letters or zoning compliance letters, as applicable, have been obtained from the relevant municipal or county authorities for all fourteen (14) Properties, confirming that the current use of each Property is a permitted use under the applicable zoning ordinance and that no zoning violations exist with respect to any Property.

Seller confirms that title affidavits in the form required by Commonwealth National Title Insurance Company have been duly executed and delivered by the undersigned on behalf of Seller and each Target Entity to Kenneth Stanhope, Senior Vice President and Title Officer, Commonwealth National Title Insurance Company, as a condition to the issuance of owner's title insurance policies in favor of Buyer (or its designee) for each Property.

Section 14. Service Contracts and Property Management

The undersigned hereby certifies on behalf of Seller that the list of service contracts set forth in PSA Exhibit I to the Agreement remains true, correct, and complete in all material respects as of the Closing Date. No material service contracts have been entered into, materially modified, or terminated since the date of the Agreement without Buyer's prior written consent, except in the ordinary course of business and as permitted under Section 6.3 of the Agreement.

Seller confirms that the Transition Services Agreement between Buyer and Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager), dated as of the date hereof, has been duly executed and delivered by all parties thereto. The Transition Services Agreement provides for a ninety (90) day transition period commencing on the Closing Date and ending on September 4, 2024, during which Argyle Property Services LLC will provide property management transition services to Buyer with respect to each of the fourteen (14) Properties at a fee of $375,000 per month, for an aggregate transition services fee of $1,125,000. Such transition services fees are payable by Buyer in accordance with the terms of the Transition Services Agreement.

Section 15. SNDA Post-Closing Obligation Acknowledgment

The undersigned acknowledges on behalf of Seller that four (4) of the thirty-eight (38) required Major Tenant SNDAs remain outstanding as of the Closing Date. The parties have agreed, pursuant to the Post-Closing SNDA Side Letter dated as of the date hereof, that such outstanding SNDAs shall not constitute a failure of the conditions precedent to Closing.

Seller hereby confirms its obligation to use commercially reasonable efforts to obtain and deliver the remaining four (4) Major Tenant SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024). Such commercially reasonable efforts shall include, without limitation, sending written requests to each applicable Major Tenant, following up with such tenants by telephone and email, and providing such tenants with the forms of SNDA approved by the applicable lender.

Seller acknowledges that a holdback of $200,000 from Seller's closing proceeds has been established with Commonwealth National Title Insurance Company, as escrow agent, in connection with the post-closing SNDA obligations described herein. Such holdback funds shall be released to Seller promptly upon Buyer's written confirmation to the escrow agent that all four (4) outstanding Major Tenant SNDAs have been delivered to and accepted by the applicable lenders. In the event all four (4) SNDAs are not delivered within the thirty (30) day post-closing period, the holdback shall be disbursed in accordance with the terms of the Post-Closing SNDA Side Letter.

Section 16. Survival

This Certificate and the representations, warranties, certifications, and statements contained herein shall survive the Closing for the same periods as the underlying representations and warranties of Seller in the Agreement, as follows:

(a) General Representations. The general representations and warranties of Seller contained in Article V of the Agreement (other than the Tax Representations and the Fundamental Representations, as defined below) shall survive the Closing for a period of eighteen (18) months from the Closing Date, expiring at 11:59 p.m. (Eastern Time) on December 6, 2025.

(b) Tax Representations. The representations and warranties of Seller contained in Section 5.10 of the Agreement (the "Tax Representations") shall survive the Closing for a period of thirty-six (36) months from the Closing Date, expiring at 11:59 p.m. (Eastern Time) on June 6, 2027.

(c) Fundamental Representations. The representations and warranties of Seller designated as "Fundamental Representations" under Section 11.1(c) of the Agreement shall survive the Closing for the period set forth therein.

For the avoidance of doubt, the following Seller liability limitations set forth in Article XI of the Agreement shall apply to claims arising under or in connection with this Certificate:

• General Representation Cap: $55,000,000 (equal to 5% of the Purchase Price)

• Fundamental Representation Cap: $110,000,000 (equal to 10% of the Purchase Price)

• Tipping Basket: $5,500,000 (equal to 0.5% of the Purchase Price); provided, that once the aggregate amount of losses exceeds the tipping basket, Seller shall be liable for all losses from the first dollar

• De Minimis Threshold: $275,000 per individual claim (individual losses below such amount shall not be counted toward the tipping basket)

• Indemnity Escrow: $16,500,000 (equal to 1.5% of the Purchase Price), held by Commonwealth National Title Insurance Company for a period of eighteen (18) months following the Closing Date, which shall serve as the initial source of recovery for Buyer's indemnification claims for breaches of the general representations and warranties

Section 17. Reliance

Buyer is entitled to rely on this Certificate and the representations, warranties, certifications, and statements contained herein in consummating the Closing and the transactions contemplated by the Agreement.

Sentinel Specialty Insurance Company, as the insurer under the Representations and Warranties Insurance Policy (Policy No. SSPN-RWI-2024-0619, aggregate policy limit of $55,000,000, retention of $11,000,000) (the "R&W Insurance Policy"), is entitled to rely on this Certificate as a condition to coverage under the R&W Insurance Policy, and any breach of a representation, warranty, certification, or statement contained in this Certificate shall constitute a breach for purposes of determining coverage under the R&W Insurance Policy.

Buyer's counsel, Calderwood & Harkness LLP, and Buyer's independent accountants, Ashford Prewitt LLP, are each entitled to rely on this Certificate in connection with their respective engagements in connection with the Closing, including without limitation the delivery of any legal opinions and the preparation of any financial statements or audits relating to the Properties, the Target Entities, or the transactions contemplated by the Agreement.

Section 18. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction, consistent with the governing law provisions of Section 12.8 of the Agreement.

[Signature Page Follows]

SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Seller's Closing Certificate as of the date first set forth above.

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

Address for Notices to Seller:

Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell

Telephone: (404) 555-7200

Email: vlansdell@greystonemeridian.com

With a copy to (which shall not constitute notice):

Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Attention: Nathaniel Pryce

Telephone: (212) 555-3400

Email: npryce@blackridgehayes.com

Target Entity	EIN	State of Formation	Property State
GMP Fairfield I LLC	84-2310561	Delaware	Georgia
GMP Fairfield II LLC	84-2310578	Delaware	Georgia
GMP Westlake LLC	84-2415693	Delaware	Texas
GMP Katy LLC	84-2415710	Delaware	Texas
GMP Alliance LLC	84-2415728	Delaware	Texas
GMP Lakeland LLC	84-2527834	Delaware	Florida
GMP Southport LLC	84-2527849	Delaware	Florida
GMP Murfreesboro LLC	84-2527856	Delaware	Tennessee
GMP Buckhead LLC	84-2639901	Delaware	Georgia
GMP SouthPark LLC	84-2639918	Delaware	North Carolina
GMP Cool Springs LLC	84-2639925	Delaware	Tennessee
GMP Brickell LLC	84-2639932	Delaware	Florida
GMP Peachtree LLC	84-2741063	Delaware	Georgia
GMP Mount Juliet LLC	84-2741070	Delaware	Tennessee
Property	Target Entity	Immediate Repair Cost
Buckhead Place Office Tower	GMP Buckhead LLC	$890,000
Cool Springs Office Park	GMP Cool Springs LLC	$620,000
Lakeland Crossings Industrial	GMP Lakeland LLC	$380,000
SouthPark Corporate Center	GMP SouthPark LLC	$250,000
Total	$2,140,000

SELLER'S CLOSING CERTIFICATE
June 6, 2024
This SELLER'S CLOSING CERTIFICATE (this "Certificate") is delivered pursuant to Section 8.2(c) of that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, collectively, the "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"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
Section 1. Identification of Certifying Party
The undersigned, Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC"), in its capacity as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller"), hereby certifies to Buyer as follows in connection with the closing of the transactions contemplated by the Agreement (the "Closing") occurring on the date hereof, June 6, 2024.
This Certificate is delivered on behalf of Seller for the purpose of satisfying the conditions precedent to Closing set forth in Section 8.2 of the Agreement, including without limitation the delivery of the certificate described in Section 8.2(c) thereof. The undersigned confirms that he is authorized to execute and deliver this Certificate on behalf of Seller, acting through GMC in its capacity as Seller's general partner.
The undersigned further confirms that he is a "Seller's Knowledge Individual" as defined in Section 1.1(kkk) of the Agreement. The other Seller's Knowledge Individuals under the Agreement are Elise Rathborne, Chief Financial Officer of GMC, and Sean Kilpatrick, Portfolio Manager of GMC. Each of the foregoing individuals has been involved in the management, operation, and oversight of the Target Entities and the Properties throughout the term of Seller's ownership and during the period from the execution of the Agreement through the Closing Date, and each has been consulted in connection with the preparation and delivery of this Certificate.
Section 2. Bring-Down of Representations and Warranties
The undersigned hereby certifies on behalf of Seller that each of the representations and warranties of Seller contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (February 28, 2024) and as of the Closing Date (June 6, 2024) as though made on and as of the Closing Date, except to the extent any such representation or warranty expressly relates to an earlier date (including, without limitation, representations and warranties made as of the date of the Agreement or as of the end of the Due Diligence Period), in which case such representation or warranty is true and correct in all material respects as of such earlier date.
With respect to any representation or warranty of Seller contained in Article V of the Agreement that is qualified by the terms "material," "materiality," "material adverse effect," or words of similar import, such representation or warranty is true and correct in all respects as of the date of the Agreement and as of the Closing Date (or, if applicable, as of the earlier date to which it expressly relates), without duplication of such materiality qualifier.
No update to the disclosure schedules delivered in connection with the Agreement has been required or delivered except as follows: (a) supplemental disclosures previously delivered by Seller to Buyer during the Due Diligence Period (which expired on April 5, 2024) pursuant to Section 5.21 of the Agreement, and (b) information set forth in the executed tenant estoppel certificates delivered to Buyer. In connection with the foregoing, seventy-nine (79) executed tenant estoppel certificates have been received, representing approximately 91.4% of in-place annual base rent ("ABR"), calculated as $68,371,200 of the total portfolio ABR of $74,800,000. This exceeds the estoppel threshold set forth in Section 8.2(g) of the Agreement, which requires estoppel certificates representing at least 80% of in-place ABR (i.e., $59,840,000 of $74,800,000). None of the executed estoppel certificates disclosed any matter that would, individually or in the aggregate, constitute a material adverse effect or require any update to the representations and warranties of Seller, except for the six (6) estoppel discrepancies addressed in Section 10 below.
Section 3. Representations Regarding Target Entities
The undersigned hereby certifies on behalf of Seller that each of the fourteen (14) Target Entities (as defined in Section 1.1(uuu) of the Agreement) is duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in the state in which its respective Property is located, as set forth below:
Seller further certifies that Seller is the sole owner of one hundred percent (100%) of the issued and outstanding membership interests in each Target Entity, free and clear of all liens, encumbrances, pledges, security interests, options, rights of first refusal, preemptive rights, and other restrictions or limitations of any kind, other than (i) those liens and encumbrances to be released at or prior to Closing, including without limitation UCC-1 financing statements filed in connection with the existing mortgage loan agreements referenced in Section 12 below, which are being terminated via UCC-3 termination statements filed concurrently with the Closing, and (ii) any restrictions on transfer set forth in the operating agreements of the Target Entities, which restrictions have been waived or complied with in connection with the Closing.
Seller further certifies that no Target Entity has any subsidiaries, nor does any Target Entity own any equity interest, whether direct or indirect, in any other person, entity, corporation, partnership, limited liability company, joint venture, trust, or other legal entity.
Section 4. Authorization and Enforceability
The undersigned hereby certifies on behalf of Seller as follows:
Seller, Greystone Meridian Partners Fund III, L.P. (EIN 83-1647205), is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Seller has the requisite partnership power and authority to own, operate, and hold the membership interests in each Target Entity and to carry on its business as presently conducted.
Greystone Meridian Capital LLC (EIN 83-1520984), a Delaware limited liability company, is the sole general partner of Seller and is duly formed, validly existing, and in good standing under the laws of the State of Delaware. GMC has full power and authority to execute, deliver, and perform the Agreement and all ancillary closing documents, agreements, instruments, and certificates on behalf of Seller, and to consummate the transactions contemplated by the Agreement.
All necessary partnership actions, consents, and approvals have been duly obtained for the authorization, execution, delivery, and performance by Seller of the Agreement and each of the closing documents, and for the consummation of the transactions contemplated thereby. Without limiting the foregoing, the limited partners of Greystone Meridian Partners Fund III, L.P. have duly approved the transactions contemplated by the Agreement to the extent required under Section 8.3 of the Amended and Restated Agreement of Limited Partnership of Greystone Meridian Partners Fund III, L.P. dated September 1, 2018, as amended from time to time (the "LPA"). Such approval was obtained by written consent of limited partners holding in excess of sixty-six and two-thirds percent (66⅔%) of the outstanding limited partnership interests, as required by Section 8.3(a) of the LPA, which written consent was received on February 22, 2024, prior to the execution of the Agreement.
The execution, delivery, and performance by Seller of the Agreement and each closing document, and the consummation by Seller of the transactions contemplated thereby, do not and will not (a) violate or conflict with the LPA or the operating agreement of GMC, (b) violate or conflict with any applicable law, statute, regulation, rule, order, writ, judgment, injunction, or decree of any governmental authority applicable to Seller, any Target Entity, or any Property, (c) violate, conflict with, result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, accelerate the performance required by, or result in the creation of any lien upon any of the properties or assets of Seller or any Target Entity under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, or other instrument or obligation to which Seller or any Target Entity is a party or by which any of them or any of their respective properties or assets may be bound, or (d) require any consent, approval, authorization, or permit of, or filing with or notification to, any person or governmental authority, except for (i) the lender consents described in Section 12 below, all of which have been obtained, and (ii) any filings required under applicable state securities laws, which filings have been duly made.
Section 5. Covenants and Agreements
The undersigned hereby certifies on behalf of Seller that Seller has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Seller under the Agreement on or prior to the Closing Date, including without limitation the following:
(a) Ordinary Course Operations. The Target Entities have operated the Properties in the ordinary course of business consistent with past practice during the period from the date of the Agreement (February 28, 2024) through the Closing Date (June 6, 2024), in accordance with Section 6.1 of the Agreement. Seller has maintained and caused each Target Entity to maintain the Properties in substantially the same condition as existed on the date of the Agreement, ordinary wear and tear and casualty excepted.
(b) Estoppel Certificates. Seller has delivered, or caused to be delivered, executed tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place annual base rent, as required by Section 8.2(g) of the Agreement. The minimum threshold of $59,840,000 (representing 80% of $74,800,000 of portfolio in-place ABR) has been satisfied. Seventy-nine (79) executed estoppel certificates have been received as of the Closing Date, covering tenants representing approximately $68,371,200 of in-place ABR, or approximately 91.4% of total portfolio ABR. In addition, executed estoppel certificates have been received from every tenant occupying 25,000 or more rentable square feet in any Property (each, a "Major Tenant"), as required by Section 8.2(g)(ii) of the Agreement.
(c) Lender Consents. Seller has cooperated with Buyer in obtaining all required lender consents for the change of control of the Target Entities under each existing mortgage loan agreement, as required by Section 6.4 of the Agreement. All required lender consents have been obtained as follows:
(i) Pinnacle Federal Bank, N.A. — consent executed June 4, 2024;
(ii) Veltrano Capital Lending Corp. — consent executed May 17, 2024; and
(iii) Sycamore Life Insurance Company — consent executed May 22, 2024.
Further detail regarding each lender consent is set forth in Section 12 below.
(d) Subordination, Non-Disturbance, and Attornment Agreements (SNDAs). Seller has delivered, or caused to be delivered, executed SNDAs from thirty-four (34) of the thirty-eight (38) Major Tenants required pursuant to Section 8.2(h) of the Agreement. The four (4) remaining Major Tenant SNDAs that are outstanding as of the Closing Date are subject to the Post-Closing SNDA Side Letter executed contemporaneously with the Closing, and a holdback of $200,000 from Seller's closing proceeds has been established in respect thereof. Further detail regarding the post-closing SNDA obligations is set forth in Section 15 below.
(e) No Unauthorized Actions. During the period from the date of the Agreement through the Closing Date, no Target Entity has, and Seller has not permitted any Target Entity to, without Buyer's prior written consent: (i) enter into any new lease or lease amendment with respect to any Property, except in the ordinary course of business and in compliance with Section 6.2 of the Agreement; (ii) enter into any material contract or agreement with respect to any Property; (iii) make or commit to make any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate, except for emergency repairs and expenditures required under existing leases; or (iv) take any material action outside the ordinary course of business with respect to any Property or Target Entity.
(f) Insurance. Seller has maintained, and has caused each Target Entity to maintain, insurance coverage on all fourteen (14) Properties through the Closing Date in the amounts and of the types required under the existing mortgage loan agreements and consistent with the coverage in effect as of the date of the Agreement, in accordance with Section 6.5 of the Agreement.
Section 6. No Material Adverse Change
The undersigned hereby certifies on behalf of Seller that since February 28, 2024 (the date of the Agreement), there has been no material adverse change in the financial condition, physical condition, results of operations, or business of any of the fourteen (14) Properties or any Target Entity. Without limiting the generality of the foregoing, Seller certifies that during the period from the date of the Agreement through the Closing Date: (a) no Property has suffered any material casualty or been the subject of any condemnation proceeding or notice of condemnation; (b) no Target Entity has incurred any material indebtedness or liability outside the ordinary course of business; (c) no tenant occupying more than 10,000 rentable square feet has defaulted under its lease or provided notice of its intention to vacate prior to the expiration of its lease term; and (d) no event, condition, or circumstance has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Properties, the Target Entities, or the membership interests being transferred to Buyer at Closing.
Section 7. Litigation and Claims
The undersigned hereby certifies on behalf of Seller that, except as disclosed in PSA Exhibit J (List of Pending Litigation) and the disclosure schedules delivered in connection with the Agreement, there is no action, suit, proceeding, litigation, arbitration, governmental investigation, or governmental proceeding pending, or to Seller's knowledge, threatened, against or affecting Seller, any Target Entity, or any Property that would materially and adversely affect: (a) the Properties or any portion thereof; (b) the Target Entities or any of them; (c) the membership interests being transferred to Buyer; or (d) the ability of Seller to consummate the transactions contemplated by the Agreement or to perform its obligations under the Agreement or any closing document.
Seller further certifies that, as of the Closing Date, no claims have been asserted against the indemnity escrow of $16,500,000 held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Escrow Agreement dated as of the date hereof. To Seller's knowledge, no circumstances exist as of the Closing Date that would give rise to a claim under the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSPN-RWI-2024-0619, with an aggregate policy limit of $55,000,000 and a retention of $11,000,000).
Section 8. Tax Matters
The undersigned hereby certifies on behalf of Seller as follows with respect to tax matters:
Each Target Entity has timely filed (taking into account any applicable extensions) all federal, state, and local tax returns and reports required to be filed by such Target Entity on or prior to the Closing Date, and all such tax returns and reports are true, correct, and complete in all material respects. Each Target Entity has paid all taxes shown to be due and payable on such tax returns, as well as all other taxes due and payable by such Target Entity through the Closing Date.
There are no pending or, to Seller's knowledge, threatened tax audits, assessments, deficiency notices, or other proceedings by any governmental authority against or with respect to any Target Entity.
The estimated 2024 real property taxes for the portfolio total $14,760,000 on an annualized basis. Such taxes have been prorated between Seller and Buyer through the Closing Date (June 6, 2024) in accordance with Section 9.3 of the Agreement and as reflected in the Preliminary Closing Proration Statement delivered to Buyer on June 3, 2024. Seller's share of such prorated real property taxes has been calculated as follows: $14,760,000 × (157 / 366) = $6,332,951, reflecting the period from January 1, 2024 through and including June 5, 2024 (157 days of the 366-day calendar year 2024, which is a leap year). To the extent final tax bills differ from the estimated amounts used in the Preliminary Closing Proration Statement, the parties will re-prorate such amounts in accordance with Section 9.3(b) of the Agreement upon receipt of final tax bills.
Section 9. Environmental Matters
The undersigned hereby certifies on behalf of Seller that, to Seller's knowledge, except as disclosed in the Phase I Environmental Site Assessments listed on PSA Exhibit N (which were prepared by Trident Environmental Group LLC in connection with Buyer's due diligence), there are no environmental conditions at any Property that would give rise to liability under any applicable environmental law, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), or any analogous state or local environmental law.
Seller acknowledges that de minimis recognized environmental conditions ("RECs") were identified in the Phase I ESAs for the following Properties: (a) Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77077 (owned by GMP Westlake LLC), and (b) Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811 (owned by GMP Lakeland LLC). Such de minimis RECs have been fully disclosed to Buyer and are being appropriately managed and controlled in accordance with applicable environmental regulations. No Phase II Environmental Site Assessment was required for either Property based on the nature and scope of the identified RECs, as confirmed by Trident Environmental Group LLC in their recommendation letters dated March 20, 2024 and March 22, 2024, respectively.
Section 10. Tenant and Lease Matters
The undersigned hereby certifies on behalf of Seller as follows with respect to tenant and lease matters:
The rent roll attached to the Agreement as PSA Exhibit H, which was prepared as of December 31, 2023, remains true, correct, and complete in all material respects as of the Closing Date, subject to changes occurring in the ordinary course of business since December 31, 2023, including tenant move-ins, lease expirations, rent escalations, and lease commencements, all of which are reflected in the updated rent roll delivered to Buyer on June 3, 2024.
As of the date of the rent roll (December 31, 2023), the portfolio consisted of the following:
•  Total number of leases: 87
•  Total portfolio rentable square footage: 5,224,000 RSF
•  Weighted-average occupancy: 93.2%
•  Annual in-place base rent: $74,800,000
•  In-place capitalization rate: 6.80%
Aggregate tenant security deposits in the amount of $4,283,000 are held in the operating accounts of the respective Target Entities at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. Such security deposits will be transferred to Buyer as part of the entity-level acquisition of the Target Entities at Closing, and no separate transfer of funds with respect to tenant security deposits is required.
Seller further certifies that the six (6) estoppel discrepancies identified by Buyer in Buyer's Estoppel Review Letter dated May 10, 2024 have been resolved through supplemental disclosures delivered by Seller to Buyer on May 20, 2024 and May 28, 2024. None of such discrepancies resulted in a material modification to the representations and warranties of Seller, and each has been resolved to the mutual satisfaction of the parties.
Section 11. Property Condition and PCA Credit
The undersigned acknowledges on behalf of Seller the following with respect to property condition assessments and the PCA credit:
Property Condition Assessments prepared by Rampart Building Sciences, Inc. identified aggregate estimated immediate repair costs of $2,140,000 across the following four (4) Properties:
Seller confirms that, pursuant to Section 3 of the First Amendment to Purchase and Sale Agreement dated April 12, 2024, a PCA credit in the amount of $1,070,000, representing fifty percent (50%) of the aggregate estimated immediate repair costs of $2,140,000, has been applied as a reduction to the purchase price. The original purchase price of $1,100,000,000 has been reduced by such PCA credit to an adjusted purchase price of $1,098,930,000, which is the purchase price being used for all purposes in connection with the Closing, including the calculation of prorations, transfer taxes, and title insurance premiums.
Section 12. Lender Consent Confirmation
The undersigned hereby certifies on behalf of Seller that all required lender consents for the change of control of the Target Entities under each existing mortgage loan agreement have been duly obtained, as set forth below:
(a) Pinnacle Federal Bank, N.A.
Consent to Transfer executed on June 4, 2024, in connection with the Master Loan Agreement dated September 15, 2020, by and among certain Target Entities as borrowers and Pinnacle Federal Bank, N.A. as lender, covering Loans 1-A through 1-H with an aggregate outstanding principal balance of $421,600,000 as of the Closing Date. A consent fee of $1,054,000 (equal to 0.25% of the outstanding principal balance) has been paid in full.
(b) Veltrano Capital Lending Corp.
Consent to Transfer executed on May 17, 2024, in connection with the Loan Agreement dated February 1, 2021, by and among certain Target Entities as borrowers and Veltrano Capital Lending Corp. as lender, covering Loans 2-A through 2-D with an aggregate outstanding principal balance of $142,300,000 as of the Closing Date. A consent fee of $711,500 (equal to 0.50% of the outstanding principal balance) has been paid in full.
(c) Sycamore Life Insurance Company
Consent to Transfer executed on May 22, 2024, in connection with the Note Purchase Agreement dated November 22, 2019, by and among certain Target Entities as borrowers and Sycamore Life Insurance Company as lender, covering Loans 3-A and 3-B with an aggregate outstanding principal balance of $48,100,000 as of the Closing Date. A consent fee of $60,125 (equal to 0.125% of the outstanding principal balance) has been paid in full.
The total consent fees paid in connection with the foregoing lender consents are $1,825,625. In accordance with Section 9.5 of the Agreement, such consent fees have been shared equally between Seller and Buyer, with Seller's fifty percent (50%) share equal to $912,812.50 and Buyer's fifty percent (50%) share equal to $912,812.50.
Seller further confirms that replacement non-recourse carve-out guaranties and environmental indemnity agreements have been executed by Fairwater Real Estate Investment Trust in favor of each of the foregoing lenders, replacing Greystone Meridian Partners Fund III, L.P. as guarantor and indemnitor under the existing guaranty and indemnity agreements. Copies of each replacement guaranty and environmental indemnity agreement have been delivered to Seller's counsel.
Section 13. Title and Survey Matters
The undersigned hereby certifies on behalf of Seller that Seller has cured, or caused to be cured, all mandatory cure items identified in Buyer's title objection letter dated March 27, 2024 (the "Title Objection Letter"), delivered pursuant to Section 4.3 of the Agreement. Such mandatory cure items included, without limitation, all monetary liens, mechanic's liens, delinquent taxes, and judgments against any Target Entity or affecting any Property, each of which has been released, discharged, or otherwise resolved at or prior to Closing to the satisfaction of Buyer and Buyer's title company.
Seller further certifies that zoning confirmation letters or zoning compliance letters, as applicable, have been obtained from the relevant municipal or county authorities for all fourteen (14) Properties, confirming that the current use of each Property is a permitted use under the applicable zoning ordinance and that no zoning violations exist with respect to any Property.
Seller confirms that title affidavits in the form required by Commonwealth National Title Insurance Company have been duly executed and delivered by the undersigned on behalf of Seller and each Target Entity to Kenneth Stanhope, Senior Vice President and Title Officer, Commonwealth National Title Insurance Company, as a condition to the issuance of owner's title insurance policies in favor of Buyer (or its designee) for each Property.
Section 14. Service Contracts and Property Management
The undersigned hereby certifies on behalf of Seller that the list of service contracts set forth in PSA Exhibit I to the Agreement remains true, correct, and complete in all material respects as of the Closing Date. No material service contracts have been entered into, materially modified, or terminated since the date of the Agreement without Buyer's prior written consent, except in the ordinary course of business and as permitted under Section 6.3 of the Agreement.
Seller confirms that the Transition Services Agreement between Buyer and Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager), dated as of the date hereof, has been duly executed and delivered by all parties thereto. The Transition Services Agreement provides for a ninety (90) day transition period commencing on the Closing Date and ending on September 4, 2024, during which Argyle Property Services LLC will provide property management transition services to Buyer with respect to each of the fourteen (14) Properties at a fee of $375,000 per month, for an aggregate transition services fee of $1,125,000. Such transition services fees are payable by Buyer in accordance with the terms of the Transition Services Agreement.
Section 15. SNDA Post-Closing Obligation Acknowledgment
The undersigned acknowledges on behalf of Seller that four (4) of the thirty-eight (38) required Major Tenant SNDAs remain outstanding as of the Closing Date. The parties have agreed, pursuant to the Post-Closing SNDA Side Letter dated as of the date hereof, that such outstanding SNDAs shall not constitute a failure of the conditions precedent to Closing.
Seller hereby confirms its obligation to use commercially reasonable efforts to obtain and deliver the remaining four (4) Major Tenant SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024). Such commercially reasonable efforts shall include, without limitation, sending written requests to each applicable Major Tenant, following up with such tenants by telephone and email, and providing such tenants with the forms of SNDA approved by the applicable lender.
Seller acknowledges that a holdback of $200,000 from Seller's closing proceeds has been established with Commonwealth National Title Insurance Company, as escrow agent, in connection with the post-closing SNDA obligations described herein. Such holdback funds shall be released to Seller promptly upon Buyer's written confirmation to the escrow agent that all four (4) outstanding Major Tenant SNDAs have been delivered to and accepted by the applicable lenders. In the event all four (4) SNDAs are not delivered within the thirty (30) day post-closing period, the holdback shall be disbursed in accordance with the terms of the Post-Closing SNDA Side Letter.
Section 16. Survival
This Certificate and the representations, warranties, certifications, and statements contained herein shall survive the Closing for the same periods as the underlying representations and warranties of Seller in the Agreement, as follows:
(a) General Representations. The general representations and warranties of Seller contained in Article V of the Agreement (other than the Tax Representations and the Fundamental Representations, as defined below) shall survive the Closing for a period of eighteen (18) months from the Closing Date, expiring at 11:59 p.m. (Eastern Time) on December 6, 2025.
(b) Tax Representations. The representations and warranties of Seller contained in Section 5.10 of the Agreement (the "Tax Representations") shall survive the Closing for a period of thirty-six (36) months from the Closing Date, expiring at 11:59 p.m. (Eastern Time) on June 6, 2027.
(c) Fundamental Representations. The representations and warranties of Seller designated as "Fundamental Representations" under Section 11.1(c) of the Agreement shall survive the Closing for the period set forth therein.
For the avoidance of doubt, the following Seller liability limitations set forth in Article XI of the Agreement shall apply to claims arising under or in connection with this Certificate:
•  General Representation Cap: $55,000,000 (equal to 5% of the Purchase Price)
•  Fundamental Representation Cap: $110,000,000 (equal to 10% of the Purchase Price)
•  Tipping Basket: $5,500,000 (equal to 0.5% of the Purchase Price); provided, that once the aggregate amount of losses exceeds the tipping basket, Seller shall be liable for all losses from the first dollar
•  De Minimis Threshold: $275,000 per individual claim (individual losses below such amount shall not be counted toward the tipping basket)
•  Indemnity Escrow: $16,500,000 (equal to 1.5% of the Purchase Price), held by Commonwealth National Title Insurance Company for a period of eighteen (18) months following the Closing Date, which shall serve as the initial source of recovery for Buyer's indemnification claims for breaches of the general representations and warranties
Section 17. Reliance
Buyer is entitled to rely on this Certificate and the representations, warranties, certifications, and statements contained herein in consummating the Closing and the transactions contemplated by the Agreement.
Sentinel Specialty Insurance Company, as the insurer under the Representations and Warranties Insurance Policy (Policy No. SSPN-RWI-2024-0619, aggregate policy limit of $55,000,000, retention of $11,000,000) (the "R&W Insurance Policy"), is entitled to rely on this Certificate as a condition to coverage under the R&W Insurance Policy, and any breach of a representation, warranty, certification, or statement contained in this Certificate shall constitute a breach for purposes of determining coverage under the R&W Insurance Policy.
Buyer's counsel, Calderwood & Harkness LLP, and Buyer's independent accountants, Ashford Prewitt LLP, are each entitled to rely on this Certificate in connection with their respective engagements in connection with the Closing, including without limitation the delivery of any legal opinions and the preparation of any financial statements or audits relating to the Properties, the Target Entities, or the transactions contemplated by the Agreement.
Section 18. Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction, consistent with the governing law provisions of Section 12.8 of the Agreement.
[Signature Page Follows]
SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Seller's Closing Certificate as of the date first set forth above.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P.
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
Address for Notices to Seller:
Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell
Telephone: (404) 555-7200
Email: vlansdell@greystonemeridian.com
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
Telephone: (212) 555-3400
Email: npryce@blackridgehayes.com
Target Entity | EIN | State of Formation | Property State
GMP Fairfield I LLC | 84-2310561 | Delaware | Georgia
GMP Fairfield II LLC | 84-2310578 | Delaware | Georgia
GMP Westlake LLC | 84-2415693 | Delaware | Texas
GMP Katy LLC | 84-2415710 | Delaware | Texas
GMP Alliance LLC | 84-2415728 | Delaware | Texas
GMP Lakeland LLC | 84-2527834 | Delaware | Florida
GMP Southport LLC | 84-2527849 | Delaware | Florida
GMP Murfreesboro LLC | 84-2527856 | Delaware | Tennessee
GMP Buckhead LLC | 84-2639901 | Delaware | Georgia
GMP SouthPark LLC | 84-2639918 | Delaware | North Carolina
GMP Cool Springs LLC | 84-2639925 | Delaware | Tennessee
GMP Brickell LLC | 84-2639932 | Delaware | Florida
GMP Peachtree LLC | 84-2741063 | Delaware | Georgia
GMP Mount Juliet LLC | 84-2741070 | Delaware | Tennessee
Property | Target Entity | Immediate Repair Cost
Buckhead Place Office Tower | GMP Buckhead LLC | $890,000
Cool Springs Office Park | GMP Cool Springs LLC | $620,000
Lakeland Crossings Industrial | GMP Lakeland LLC | $380,000
SouthPark Corporate Center | GMP SouthPark LLC | $250,000
Total | $2,140,000

SELLER'S CLOSING CERTIFICATE

SIGNATURE PAGE TO SELLER'S CLOSING CERTIFICATE

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

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