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TENANT NOTIFICATION LETTERS

FORM AND DISTRIBUTION LIST

Fairwater Real Estate Investment Trust Acquisition of 14-Property Portfolio from Greystone Meridian Partners Fund III, L.P.

Prepared by Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006

June 6, 2024

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum and its attachments are protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressees identified herein and should not be disclosed, distributed, or reproduced without the prior written consent of Calderwood & Harkness LLP.

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PART ONE: COVER MEMORANDUM

MEMORANDUM

FROM: Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006

TO: Fairwater Real Estate Investment Trust

Attn: Camille Oduya, In-House Real Estate Counsel

cc: Marcus Devereaux, Executive Vice President, Acquisitions Leah Torrance, Senior Vice President, Asset Management David Elgin Park, General Counsel

DATE: June 6, 2024

RE: Tenant Notification Letters — Change of Ownership; Fairwater REIT Acquisition of 14-Property Portfolio from Greystone Meridian Partners Fund III, L.P.

MATTER NO.: 1036-00004

PREPARED BY: Grace Nakamura, Lead Associate; Rafael Dominguez, Working Associate

SUPERVISED BY: Douglas Fairchild, Responsible Partner

Section 1: Purpose and Background

This memorandum accompanies the form of tenant notification letter and the comprehensive distribution list prepared by Calderwood & Harkness LLP in connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater" or the "Purchaser") acquisition of a 14-property logistics and office portfolio (the "Portfolio") from Greystone Meridian Partners Fund III, L.P. (the "Seller"). The purpose of this memorandum is to set forth the procedures, instructions, and compliance considerations governing the preparation, execution, and distribution of tenant notification letters to all 87 tenants across the Portfolio, informing them of the change of ownership and the transition of property management services.

Closing. The closing of the acquisition occurred on June 6, 2024 (the "Closing Date"). We note that the original closing date under the Purchase and Sale Agreement dated February 14, 2024 (the "PSA"), as amended by the First Amendment to PSA dated April 30, 2024, was May 31, 2024. The closing was extended to June 6, 2024 pursuant to the Second Amendment to PSA dated May 28, 2024 (the "Second Amendment") due to a pending lender consent from Pinnacle Federal Bank, N.A., the holder of certain mortgage indebtedness encumbering four of the Portfolio properties. The required lender consent was received on June 4, 2024, and the parties proceeded to close on June 6, 2024 in accordance with the terms of the Second Amendment.

Transaction Structure. Fairwater acquired 100% of the membership interests in each of the 14 property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from the Seller. The transaction was structured as an entity-level acquisition, and accordingly, each Target Entity remains the landlord under its respective tenant leases. Title to each underlying property was not transferred; rather, the ownership of the entity holding title to each property changed from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust. This structure is significant for purposes of tenant notification, as the letters must accurately describe the nature of the ownership change to avoid tenant confusion.

Purchase Price and Financial Terms. The aggregate purchase price for the Portfolio was $1,100,000,000 (One Billion One Hundred Million Dollars). The financial terms of the transaction are summarized as follows:

• Assumed mortgage debt: $612,000,000

• Cash equity at closing: $488,000,000

• Adjustment for Property Condition Assessment ("PCA") credit: ($1,070,000)

• Net cash equity at closing: $486,930,000

Portfolio Overview. The Portfolio consists of 87 leases across 14 properties located in five states: Georgia, Texas, Florida, Tennessee, and North Carolina. The total portfolio encompasses 5,224,000 rentable square feet ("RSF"), with a weighted-average occupancy rate of 93.2% as of December 31, 2023. The Portfolio generates annual in-place base rent of $74,800,000. The properties are classified as follows: ten (10) logistics/industrial properties comprising 4,373,000 RSF (83.7% of the Portfolio by area) and four (4) office properties comprising 851,000 RSF (16.3% of the Portfolio by area).

Property Management Transition. In connection with the acquisition, property management services for the Portfolio are transitioning from Argyle Property Services LLC ("Argyle"), a Seller affiliate, to Fairwater Property Management LLC ("Fairwater PM"), a wholly-owned subsidiary of Fairwater. Argyle's offices are located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and the portfolio manager responsible for the Portfolio during the Seller's ownership was Sean Kilpatrick. Fairwater PM's offices are located at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044, and the senior vice president responsible for operations is Leah Torrance.

To facilitate an orderly transition of property management responsibilities, a Transition Services Agreement ("TSA") was executed at closing between Argyle and Fairwater PM. The TSA provides for a 90-day transition period commencing on the Closing Date (June 6, 2024) and expiring on approximately September 4, 2024. During the transition period, Argyle will continue to provide certain operational, administrative, and tenant-facing support services to ensure continuity of property management. The monthly fee for the transition services is $375,000, for an aggregate fee of $1,125,000 over the 90-day term.

Section 2: Distribution Instructions

The tenant notification letters are to be prepared and distributed in accordance with the following instructions:

Timing. All 87 tenant notification letters are to be sent on June 7, 2024, the next business day following the Closing Date. Prompt notification is essential to ensure compliance with lease notice requirements, applicable state statutory requirements, and to begin the process of redirecting rent payments to Fairwater PM.

Delivery Method. Each tenant notification letter shall be delivered by the following methods:

(i) First-class U.S. mail, postage prepaid, addressed to the tenant at the address specified in the notice provisions of the applicable Lease; and

(ii) Email transmission to the primary tenant contact on file, where an email address is available in the lease file or the Argyle tenant records.

Certain leases require notice to be delivered by certified mail, registered mail, or nationally recognized overnight courier service. The distribution list set forth in Part Three of this memorandum identifies the specific notice method required under each Lease. For those tenants whose leases require certified mail delivery, letters shall be sent by certified mail, return receipt requested, in addition to first-class mail. For those tenants whose leases require overnight courier delivery, letters shall be sent by Severin Partners LLC Priority Overnight or equivalent service. In all cases, the first-class mail delivery shall also be made. The lease audit memorandum prepared by Calderwood & Harkness LLP dated April 12, 2024 (Matter No. 1036-00004, Document No. 147) should be cross-referenced for any tenants requiring specific or unusual notice methods not captured in the distribution list.

Letterhead and Signature. Each tenant notification letter shall be printed on Fairwater Real Estate Investment Trust letterhead. Each letter shall bear the signature of Marcus Devereaux, Executive Vice President, Acquisitions. Mr. Devereaux will wet-sign a master letter, and reproductions with original-quality signature will be used for distribution, or, where leases permit electronic notice, letters may be executed via electronic signature platform. Further details on the signature methodology are set forth in Part Four of this memorandum.

Customization. Each letter shall be individually customized with the following variable fields: tenant name, property name, property address, suite or unit number, Target Entity LLC name, Lease date, and security deposit amount. The variable field key is set forth in the Appendix to this memorandum. Variable field data shall be populated from the rent roll (PSA Exhibit H) and the individual lease files.

Record-Keeping. A copy of each tenant notification letter shall be maintained in the following locations:

(a) The closing binder maintained by Calderwood & Harkness LLP (Matter No. 1036-00004);

(b) The post-closing file maintained by Fairwater PM; and

State and Local Counsel Confirmation. Local counsel in each of the five states in which the Portfolio properties are located have reviewed the form of tenant notification letter and have confirmed that no state-specific statutory requirements exist beyond those addressed in the form letter. The local counsel firms are as follows:

• Texas: Breckenridge Osgood LLP (James Breckenridge), Houston, TX

• Georgia: Talmadge Beaumont LLP (Catherine Beaumont), Atlanta, GA

• North Carolina: Haversham Cole PLLC (Marshall Haversham), Charlotte, NC

• Tennessee: Ellsworth Ridley LLP (Diane Ellsworth), Nashville, TN

• Florida: Palmetto Strauss PA (Roberto Strauss), Miami, FL

Additional state-specific compliance notes are set forth in Part Five of this memorandum.

Section 3: Security Deposit Notification

Aggregate Security Deposits. The aggregate tenant security deposits held across the Portfolio total $4,283,000 (Four Million Two Hundred Eighty-Three Thousand Dollars). The security deposits are allocated among the 14 properties and 87 tenants as set forth in the distribution list in Part Three. Individual security deposit amounts have been confirmed against the estoppel certificates received in connection with the closing (79 executed estoppel certificates were received, covering 91.4% of annual in-place base rent as of closing) and against the security deposit schedule attached as a sub-exhibit to PSA Exhibit H.

Deposit Accounts. The security deposits are held in the Target Entity bank accounts maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. The bank contact for all deposit accounts is Linda Prescott, Vice President, Commercial Banking. Because the transaction was structured as an entity-level acquisition, the deposit accounts remain in the name of the respective Target Entity LLCs, and no physical transfer of funds between accounts was required. However, the authorized signatories on each account have been updated to reflect Fairwater's ownership, and Fairwater PM has been designated as the authorized agent for account management.

State Statutory Requirements. Certain states in which the Portfolio properties are located impose statutory requirements regarding the transfer of security deposits upon a change of ownership and require specific notice to tenants regarding the identity of the new holder of the security deposit. The form of tenant notification letter set forth in Part Two of this memorandum includes language designed to satisfy these requirements. The applicable statutes and compliance considerations are summarized as follows:

• Georgia: The Georgia Code requires a landlord to notify a tenant of the transfer of a security deposit and the identity of the new holder. The form letter includes language identifying Fairwater as the new owner and confirming that the security deposit continues to be held by the Target Entity under Fairwater's ownership.

• Florida: Florida Statute § 83.49 governs security deposit transfer notification. While the statute is directed primarily at residential landlord-tenant relationships, our local counsel (Palmetto Strauss PA) has recommended that the form letter include Florida-compliant security deposit transfer language as a best practice and belt-and-suspenders measure for the three Florida properties.

• Tennessee: The Tennessee Uniform Residential Landlord and Tenant Act contains provisions governing the transfer of security deposits. As with Florida, these provisions are primarily directed at residential tenancies. The form letter includes compliant language for the three Tennessee properties.

• North Carolina: The North Carolina Tenant Security Deposit Act (N.C.G.S. § 42-50 et seq.) requires notice of the transfer of security deposits. While primarily applicable to residential tenancies, the form letter includes compliant language for the single North Carolina property (SouthPark Corporate Center) as a precautionary measure.

• Texas: Texas has no specific statutory security deposit transfer notification requirement for commercial leases. The Texas Property Code security deposit provisions apply primarily to residential tenancies. Notice is provided in the form letter as a best practice consistent with the lease terms.

Section 4: Rent Payment Redirection

Effective Date of Redirection. Effective July 1, 2024, which is the first full calendar month following the Closing Date, all rent payments and other amounts due under the Leases shall be directed to Fairwater Property Management LLC. The selection of July 1, 2024 as the redirection effective date, rather than the Closing Date itself, was made to provide tenants with adequate notice and processing time to update their internal payment systems. June 2024 rent was prorated at closing in accordance with the PSA, and any June rent payments received by Argyle after closing will be handled pursuant to the TSA.

Remittance Information. Each tenant notification letter will include the new remittance address for check payments and wire/ACH instructions for electronic payments. The specific remittance address and banking details are to be provided by Fairwater PM and inserted into the form letter prior to distribution. The payee on all checks should be made out to the applicable Target Entity LLC name in care of Fairwater Property Management LLC.

Misdirected Payments During Transition Period. During the transition period under the TSA (June 6, 2024 through approximately September 4, 2024), Argyle Property Services LLC will forward any misdirected rent payments received at Argyle's offices to Fairwater PM. The TSA requires Argyle to forward such payments within three (3) business days of receipt. While this safeguard is in place, tenants are being requested in the notification letter to update their payment instructions promptly to avoid processing delays and potential late payment issues. After the expiration of the TSA on approximately September 4, 2024, Argyle will have no further obligation to forward misdirected payments, and it is therefore essential that all tenants have transitioned their payment processes by that date.

The form letter includes specific language requesting that tenants not send rent payments to Argyle's former address after June 30, 2024. Additionally, Fairwater PM is prepared to conduct follow-up outreach to any tenants that have not redirected their payments by the July 2024 rent cycle.

PART TWO: FORM OF TENANT NOTIFICATION LETTER

The following is the form of tenant notification letter to be sent to all 87 tenants across the Portfolio. Variable fields are indicated in brackets. The variable field key is set forth in the Appendix to this memorandum.

FAIRWATER REAL ESTATE INVESTMENT TRUST 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044 NYSE: FREIT

June 7, 2024

[Tenant Name] [Attention: Lease Contact Name] [Tenant Address per Lease] [Suite/Unit Number]

Re: Notice of Change of Ownership and Property Management — [Property Name], [Property Address], [City], [State] [Zip]

Lease dated [Lease Date] between [Target Entity LLC Name], as Landlord, and [Tenant Name], as Tenant (the "Lease")

Dear [Tenant Contact / "Tenant"]:

We are writing to notify you of a change in the ownership of the entity that owns the property at which you are a tenant and a corresponding transition in property management services. This letter is provided in accordance with the terms of your Lease and applicable law.

1. Notice of Ownership Transfer. Effective as of June 6, 2024, Fairwater Real Estate Investment Trust ("Fairwater"), a Maryland real estate investment trust, has acquired 100% of the membership interests in [Target Entity LLC Name], the entity that owns the property located at [Property Address] (the "Property"). As a result of this transaction, [Target Entity LLC Name] remains the landlord under the Lease; however, the ownership of [Target Entity LLC Name] has changed from Greystone Meridian Partners Fund III, L.P. to Fairwater. The Lease remains in full force and effect, and all terms and conditions of the Lease are unchanged. Fairwater has assumed all obligations of the landlord under the Lease, and you may continue to exercise all rights granted to you under the Lease without interruption.

2. New Property Management. Effective as of June 6, 2024, property management services for the Property are being transitioned from Argyle Property Services LLC to Fairwater Property Management LLC ("Fairwater PM"). All tenant service requests, maintenance inquiries, lease administration matters, and general correspondence regarding the Property should be directed to Fairwater PM at the following address:

Fairwater Property Management LLC 7200 Chesapeake Parkway, Suite 1150 Columbia, Maryland 21044

Attn: Leah Torrance, Senior Vice President, Operations

Telephone: (443) 555-2800

Email: ltorrance@fairwaterpm.com

During the transition period of approximately 90 days following the change of ownership, Argyle Property Services LLC will continue to assist with certain operational matters to ensure a seamless transition of property management services. You should not experience any disruption in the quality or responsiveness of property management services during this period. If you have any questions or concerns during the transition, please do not hesitate to contact Fairwater PM directly at the address, telephone number, or email address set forth above.

3. Rent Payment Instructions. Commencing with rent due on or after July 1, 2024, all rent payments and other amounts due under the Lease shall be made payable to and directed to the following:

Payee: [Target Entity LLC Name] c/o Fairwater Property Management LLC

Mailing Address for Checks: [Remittance Address]

Wire/ACH Instructions: Bank: [Bank Name] Routing Number: [Routing Number] Account Number: [Account Number] Account Name: [Target Entity LLC Name] Reference: [Tenant Name / Suite Number]

Please update your payment records and systems promptly to reflect the new payment instructions set forth above. Rent payments received by the former property manager, Argyle Property Services LLC, after the date of this letter will be forwarded to Fairwater PM; however, we respectfully request that you redirect all future payments to the new remittance address or wire/ACH instructions as soon as practicable to avoid processing delays. Please do not send rent payments to the former property manager (Argyle Property Services LLC) address after June 30, 2024.

4. Security Deposits. This letter serves as notice that your security deposit in the amount of $[Amount], held pursuant to the terms of the Lease, has been transferred to, and is now held by, [Target Entity LLC Name] under the ownership of Fairwater Real Estate Investment Trust. Fairwater and [Target Entity LLC Name] hereby acknowledge receipt of and full responsibility for your security deposit in accordance with the terms of the Lease and applicable law. The security deposit continues to be held in a deposit account at Magnolia Commerce Bank, N.A., located in Atlanta, Georgia. All rights and obligations with respect to the security deposit as set forth in the Lease remain in full force and effect.

5. Insurance Certificates. If you are required to maintain insurance under the terms of your Lease, we request that you update your insurance certificates to add the following parties as additional insureds:

(a) Fairwater Real Estate Investment Trust; and

(b) Fairwater Property Management LLC.

Please deliver updated insurance certificates reflecting the foregoing additions to Fairwater PM at the address set forth above within thirty (30) days of the date of this letter. If you have questions regarding the specific insurance requirements under your Lease, please contact Fairwater PM for assistance.

6. General. This notice is provided in accordance with the terms of the Lease and applicable law. Fairwater is committed to maintaining the high quality of property management and tenant services at the Property, and we look forward to building a strong and productive relationship with you as a valued tenant. If you have any questions regarding this notice, your Lease, or any other matter related to the Property, please do not hesitate to contact Fairwater PM at the address, telephone number, or email address set forth above.

We appreciate your continued tenancy and look forward to working with you.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

cc: Fairwater Property Management LLC, Attn: Leah Torrance, Senior Vice President, Operations [Target Entity LLC Name]

PART THREE: TENANT DISTRIBUTION LIST

The following distribution list sets forth all 87 tenants across the 14 properties in the Portfolio. Tenants are organized by property. All information has been compiled from the PSA Exhibit H (Rent Roll), individual lease files, estoppel certificates, and Argyle Property Services LLC tenant records. Variable fields in the form letter will be populated from the data in this distribution list. Columns 14 and 15 ("Letter Sent Date" and "Confirmation of Receipt") are to be completed post-mailing.

Property 1: Fairfield Logistics Center I

Property Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield I LLC (EIN: 84-2310561) Property Type: Logistics Total RSF: 412,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)

Property 1 Subtotal: 1 tenant; 412,000 RSF; ABR $6,180,000; Security Deposits $515,000

Property 2: Fairfield Logistics Center II

Property Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield II LLC (EIN: 84-2310578) Property Type: Logistics Total RSF: 387,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)

Property 2 Subtotal: 3 tenants; 387,000 RSF; ABR $5,628,000; Security Deposits $469,000

Property 3: Westlake Distribution Hub

Property Address: 11500 Westlake Parkway, Houston, TX 77082 Target Entity: GMP Westlake LLC (EIN: 84-2415693) Property Type: Logistics Total RSF: 624,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)

Property 3 Subtotal: 1 tenant; 624,000 RSF; ABR $8,736,000; Security Deposits $728,000

Property 4: Katy Freeway Logistics Park

Property Address: 22600 Katy Freeway, Katy, TX 77449 Target Entity: GMP Katy LLC (EIN: 84-2415710) Property Type: Logistics Total RSF: 538,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)

Property 4 Subtotal: 1 tenant; 538,000 RSF; ABR $7,532,000; Security Deposits $628,000

Property 5: Alliance Commerce Center

Property Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 Target Entity: GMP Alliance LLC (EIN: 84-2415728) Property Type: Logistics Total RSF: 485,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)

Property 5 Subtotal: 4 tenants; 485,000 RSF; ABR $6,513,000; Security Deposits $542,000

Property 6: Lakeland Crossings Industrial

Property Address: 7100 Drane Field Road, Lakeland, FL 33811 Target Entity: GMP Lakeland LLC (EIN: 84-2527834) Property Type: Logistics Total RSF: 372,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)

Property 6 Subtotal: 4 tenants; 372,000 RSF; ABR $4,862,000; Security Deposits $405,000

Property 7: Southport Logistics Park

Property Address: 3200 Southport Connector Road, Jacksonville, FL 32218 Target Entity: GMP Southport LLC (EIN: 84-2527849) Property Type: Logistics Total RSF: 410,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)

Property 7 Subtotal: 1 tenant; 410,000 RSF; ABR $5,330,000; Security Deposits $444,000

Property 8: Murfreesboro Distribution Center

Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 Target Entity: GMP Murfreesboro LLC (EIN: 84-2527856) Property Type: Logistics Total RSF: 502,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)

Property 8 Subtotal: 5 tenants; 502,000 RSF; ABR $6,526,000; Security Deposits $544,000

Property 9: Buckhead Place Office Tower

Property Address: 3380 Peachtree Road NE, Atlanta, GA 30326 Target Entity: GMP Buckhead LLC (EIN: 84-2639901) Property Type: Office Total RSF: 285,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)

Property 9 Subtotal: 15 tenants; 199,500 RSF; ABR $6,965,500; Security Deposits $581,000

Note: Property 9 total RSF is 285,000; occupied RSF reflected above is 199,500 (70.0% occupancy at this property); 85,500 RSF is vacant.

Property 10: SouthPark Corporate Center

Property Address: 6200 Fairview Road, Charlotte, NC 28210 Target Entity: GMP SouthPark LLC (EIN: 84-2639918) Property Type: Office Total RSF: 218,000 State: North Carolina Local Counsel: Haversham Cole PLLC (Marshall Haversham)

Property 10 Subtotal: 1 tenant; 218,000 RSF; ABR $5,668,000; Security Deposits $472,000

Property 11: Cool Springs Office Park

Property Address: 5000 Virginia Way, Brentwood, TN 37027 Target Entity: GMP Cool Springs LLC (EIN: 84-2639925) Property Type: Office Total RSF: 196,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)

Property 11 Subtotal: 9 tenants; 183,000 RSF; ABR $5,490,000; Security Deposits $458,000

Note: Property 11 total RSF is 196,000; occupied RSF reflected above is 183,000 (93.4% occupancy at this property); 13,000 RSF is vacant.

Property 12: Brickell Bay Office Building

Property Address: 1450 Brickell Avenue, Miami, FL 33131 Target Entity: GMP Brickell LLC (EIN: 84-2639932) Property Type: Office Total RSF: 152,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)

Property 12 Subtotal: 12 tenants; 139,500 RSF; ABR $6,277,500; Security Deposits $525,000

Note: Property 12 total RSF is 152,000; occupied RSF reflected above is 139,500 (91.8% occupancy at this property); 12,500 RSF is vacant.

Property 13: Peachtree Corners Logistics Center

Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 Target Entity: GMP Peachtree LLC (EIN: 84-2741063) Property Type: Logistics Total RSF: 345,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)

Property 13 Subtotal: 7 tenants; 345,000 RSF; ABR $4,485,000; Security Deposits $376,000

Property 14: Mount Juliet Commerce Park

Property Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122 Target Entity: GMP Mount Juliet LLC (EIN: 84-2741070) Property Type: Logistics Total RSF: 298,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)

Property 14 Subtotal: 6 tenants; 298,000 RSF; ABR $3,874,000; Security Deposits $324,000

Note: Items 71 through 87 represent the remaining tenants distributed across the Portfolio. The following table sets forth the remaining 17 tenants not individually listed above, representing smaller tenancies across Properties 5, 6, 8, 9, 13, and 14. These tenants were identified during the final reconciliation of the rent roll and are presented below in summary format. Full lease details, notice addresses, and contact information are set forth in the individual lease files maintained by Calderwood & Harkness LLP.

Distribution List Summary Totals

Top 5 Tenants by Annual Base Rent

PART FOUR: MAILING INSTRUCTIONS AND LOGISTICS

Section 1: Preparation

All 87 tenant notification letters are to be prepared by Calderwood & Harkness LLP under the direction of Rafael Dominguez, Working Associate. The variable fields in each letter are to be populated from the data contained in the rent roll attached as Exhibit H to the PSA, cross-referenced against the individual lease files maintained in the Calderwood & Harkness document management system under Matter No. 1036-00004. Each variable field should be verified against the distribution list set forth in Part Three of this memorandum to ensure consistency and accuracy.

Each letter shall be printed on Fairwater Real Estate Investment Trust official letterhead, which has been provided by the Fairwater marketing and communications department in PDF format and is available in the matter document repository (Document No. 412). Letters should be printed on high-quality bond paper using the approved letterhead template.

Signature. Marcus Devereaux, Executive Vice President, Acquisitions, will wet-sign a single master letter. Reproductions of the master letter with original-quality signature are acceptable for distribution purposes. Alternatively, where individual leases expressly permit electronic notice or where the applicable Lease does not restrict the form of notice delivery, letters may be executed via Brightwater Software or equivalent electronic signature platform. Grace Nakamura will coordinate with Camille Oduya, In-House Real Estate Counsel at Fairwater, to confirm which tenants' leases permit electronic notice and which require wet-ink signatures. In all cases, the letters distributed by first-class mail or certified mail shall bear original-quality signatures.

Security Deposit Verification. Prior to finalizing and distributing the letters, the security deposit amount to be inserted in each letter must be confirmed against the following sources:

(a) The aggregate security deposit schedule, which reflects total security deposits of $4,283,000 across the Portfolio;

(b) The individual tenant estoppel certificates received in connection with the closing (79 executed estoppel certificates covering 91.4% of annual in-place base rent were received as of the Closing Date — see Closing Binder, Tab 14); and

For the eight tenants from whom executed estoppel certificates were not received prior to closing, security deposit amounts should be verified against the lease files and the Argyle Property Services rent ledger. Any discrepancies between the estoppel certificates, the rent roll, and the lease files should be flagged and resolved prior to mailing. Rafael Dominguez will prepare a reconciliation worksheet and circulate it to Camille Oduya and Leah Torrance for review no later than the morning of June 7, 2024, prior to the commencement of mailing.

Section 2: Mailing Logistics

Physical mailing of all 87 tenant notification letters will be coordinated by Fairwater Property Management LLC under the direction of Leah Torrance, Senior Vice President, Operations, from Fairwater PM's offices at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044.

Target Mailing Date. All letters are to be mailed on June 7, 2024, the first business day following the Closing Date. It is essential that all letters be deposited with the United States Postal Service or applicable courier service on this date to comply with lease notice requirements and to ensure that tenants receive notification of the ownership change as promptly as practicable following closing.

Delivery Methods. Each letter shall be sent by the delivery method specified in the applicable Lease, as identified in the distribution list (Part Three, Column 13). The following delivery methods apply:

(i) First-Class U.S. Mail (default): The majority of tenant leases require notice by first-class mail, postage prepaid. All letters for which no specific alternative delivery method is required under the Lease will be sent by first-class mail.

(ii) Certified Mail, Return Receipt Requested: Certain leases require notice to be sent by certified mail. Letters to those tenants will be sent by certified mail, return receipt requested, in addition to first-class mail. The distribution list identifies each tenant for which certified mail is required.

(iii) Overnight Courier (Severin Partners LLC Priority Overnight or equivalent): Certain leases require notice to be sent by nationally recognized overnight courier service. Letters to those tenants will be sent by Severin Partners LLC Priority Overnight or Halcyon Partners LLC Next Day Air, as applicable. The distribution list identifies each tenant for which overnight courier delivery is required.

(iv) Email: Where a tenant email address is on file (as indicated in the distribution list, Column 12), an email copy of the letter shall be sent simultaneously with the physical mailing. Email copies shall be sent as PDF attachments with a brief cover email confirming the nature of the notice. The email subject line should read: "Notice of Change of Ownership and Property Management — [Property Name]."

Return Address. All envelopes and courier packages shall bear the following return address:

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, MD 21044

Section 3: Record-Keeping and Confirmation

Comprehensive records of the mailing process must be maintained to document compliance with lease notice requirements and applicable law. The following record-keeping procedures shall be followed:

Affidavits and Certificates of Mailing. For all letters sent by certified mail or registered mail, affidavits of mailing or certificates of mailing (USPS Form 3817 or equivalent) shall be obtained at the time of mailing. Return receipts (USPS "green cards") shall be collected as they are returned and filed in the individual tenant lease files. For all letters sent by overnight courier, tracking numbers shall be recorded and delivery confirmation obtained from the courier's online tracking system.

Distribution Confirmation Memorandum. Upon completion of all mailings on June 7, 2024, Rafael Dominguez will prepare and circulate a Distribution Confirmation Memorandum to the following recipients:

• Camille Oduya, In-House Real Estate Counsel, Fairwater REIT

• Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater REIT

• Leah Torrance, Senior Vice President, Asset Management / SVP Operations, Fairwater PM

• David Elgin Park, General Counsel, Fairwater REIT

• Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP

• Grace Nakamura, Lead Associate, Calderwood & Harkness LLP

The Distribution Confirmation Memorandum will confirm the date of mailing, the number of letters sent, the delivery method used for each tenant, and any exceptions or issues encountered during the mailing process. The target for circulation of the Distribution Confirmation Memorandum is the same day, June 7, 2024, or no later than June 10, 2024 if any issues arise requiring resolution.

Separate Confirmation Document. For the official closing record, Calderwood & Harkness LLP will prepare a separate formal document titled "Tenant Notification Letters — Final Distribution Confirmation" (Matter No. 1036-00004, Document No. TBD), which will memorialize the completed distribution of all 87 tenant notification letters. This document will be included in the post-closing binder and will serve as the definitive record of compliance with the tenant notification requirements.

Section 4: Coordination with Argyle Property Services

Pursuant to the Transition Services Agreement executed at closing between Argyle Property Services LLC and Fairwater Property Management LLC, Argyle (through Sean Kilpatrick, Portfolio Manager) will provide the following assistance in connection with the tenant notification process:

(a) Tenant Contact Information: Argyle will provide current and accurate tenant contact information, including mailing addresses, contact names, telephone numbers, and email addresses, for all 87 tenants across the Portfolio. This information has been compiled and is reflected in the distribution list set forth in Part Three. Any updates to tenant contact information received by Argyle after the date of this memorandum and prior to the mailing date (June 7, 2024) will be promptly communicated to Rafael Dominguez at Calderwood & Harkness LLP and Leah Torrance at Fairwater PM.

(b) Tenant Inquiry Forwarding: During the 90-day transition period, Argyle will forward any tenant inquiries received at Argyle's offices to Fairwater PM. This includes telephone calls, emails, written correspondence, and in-person inquiries from tenants who may not yet have received or processed the notification letter.

(c) Rent Payment Redirection: Argyle will redirect any rent payments received at Argyle's offices or in Argyle-controlled bank accounts after June 30, 2024 to Fairwater PM within three (3) business days of receipt, in accordance with the terms of the Transition Services Agreement. During the period from the Closing Date (June 6, 2024) through June 30, 2024, rent payments received by Argyle will be handled in accordance with the closing prorations and the TSA.

Transition Period. The Argyle transition services period runs for 90 days from the Closing Date, commencing June 6, 2024 and expiring on approximately September 4, 2024. The monthly transition fee payable by Fairwater PM to Argyle is $375,000 per month, for a total transition fee of $1,125,000 over the 90-day term.

Post-Transition. Following the expiration of the Transition Services Agreement on approximately September 4, 2024, Argyle will have no further obligations with respect to the Portfolio, including no obligation to forward misdirected tenant payments or tenant inquiries. It is therefore critical that all tenant payment redirection and contact information updates be completed well in advance of the TSA expiration date. Fairwater PM should plan a follow-up tenant outreach initiative in mid-August 2024 to confirm that all tenants have updated their payment records and contact information.

PART FIVE: STATE-SPECIFIC COMPLIANCE NOTES

The following state-specific compliance notes summarize the applicable statutory and regulatory requirements related to tenant notification of change of ownership and transfer of security deposits in each of the five states in which the Portfolio properties are located. These notes have been prepared in consultation with local counsel in each jurisdiction, as identified below.

Georgia

Properties: Fairfield Logistics Center I (Fairburn), Fairfield Logistics Center II (Fairburn), Buckhead Place Office Tower (Atlanta), Peachtree Corners Logistics Center (Peachtree Corners) — 4 properties

Local Counsel: Talmadge Beaumont LLP

Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-7200

Email: cbeaumont@talmadgebeaumont.com

Security Deposit Transfer Notification. The Georgia Code (O.C.G.A. § 44-7-31 et seq.) addresses landlord obligations with respect to security deposits. While the statute is primarily directed at residential landlord-tenant relationships, the Georgia Code provides that upon the transfer of a landlord's interest in the premises, the transferring landlord must transfer the security deposit to the transferee and notify the tenant of the transfer and the identity of the new holder. Catherine Beaumont has confirmed that the form of tenant notification letter includes language that complies with these requirements. Because the transaction was structured as an entity-level acquisition (i.e., the Target Entity that holds each security deposit remains the same entity; only the ownership of the entity has changed), the requirement is arguably not triggered. Nevertheless, the form letter includes security deposit transfer notification language as a precautionary measure.

Change of Ownership Notice. Georgia does not have a specific statutory form or requirement for notice of change of ownership of commercial property. The notice provisions in each Lease govern. Catherine Beaumont has confirmed that no additional Georgia-specific language is required in the form letter beyond that already included.

Texas

Properties: Westlake Distribution Hub (Houston), Katy Freeway Logistics Park (Katy), Alliance Commerce Center (Fort Worth) — 3 properties

Local Counsel: Breckenridge Osgood LLP

James Breckenridge, Partner 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-4100

Email: jbreckenridge@breckenridgeosgood.com

TENANT NOTIFICATION LETTERS
FORM AND DISTRIBUTION LIST
Fairwater Real Estate Investment Trust Acquisition of 14-Property Portfolio from Greystone Meridian Partners Fund III, L.P.
Prepared by Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
June 6, 2024
ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum and its attachments are protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressees identified herein and should not be disclosed, distributed, or reproduced without the prior written consent of Calderwood & Harkness LLP.
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PART ONE: COVER MEMORANDUM
MEMORANDUM
FROM: Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
TO: Fairwater Real Estate Investment Trust
Attn: Camille Oduya, In-House Real Estate Counsel
cc: Marcus Devereaux, Executive Vice President, Acquisitions Leah Torrance, Senior Vice President, Asset Management David Elgin Park, General Counsel
DATE: June 6, 2024
RE: Tenant Notification Letters — Change of Ownership; Fairwater REIT Acquisition of 14-Property Portfolio from Greystone Meridian Partners Fund III, L.P.
MATTER NO.: 1036-00004
PREPARED BY: Grace Nakamura, Lead Associate; Rafael Dominguez, Working Associate
SUPERVISED BY: Douglas Fairchild, Responsible Partner
Section 1: Purpose and Background
This memorandum accompanies the form of tenant notification letter and the comprehensive distribution list prepared by Calderwood & Harkness LLP in connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater" or the "Purchaser") acquisition of a 14-property logistics and office portfolio (the "Portfolio") from Greystone Meridian Partners Fund III, L.P. (the "Seller"). The purpose of this memorandum is to set forth the procedures, instructions, and compliance considerations governing the preparation, execution, and distribution of tenant notification letters to all 87 tenants across the Portfolio, informing them of the change of ownership and the transition of property management services.
Closing. The closing of the acquisition occurred on June 6, 2024 (the "Closing Date"). We note that the original closing date under the Purchase and Sale Agreement dated February 14, 2024 (the "PSA"), as amended by the First Amendment to PSA dated April 30, 2024, was May 31, 2024. The closing was extended to June 6, 2024 pursuant to the Second Amendment to PSA dated May 28, 2024 (the "Second Amendment") due to a pending lender consent from Pinnacle Federal Bank, N.A., the holder of certain mortgage indebtedness encumbering four of the Portfolio properties. The required lender consent was received on June 4, 2024, and the parties proceeded to close on June 6, 2024 in accordance with the terms of the Second Amendment.
Transaction Structure. Fairwater acquired 100% of the membership interests in each of the 14 property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from the Seller. The transaction was structured as an entity-level acquisition, and accordingly, each Target Entity remains the landlord under its respective tenant leases. Title to each underlying property was not transferred; rather, the ownership of the entity holding title to each property changed from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust. This structure is significant for purposes of tenant notification, as the letters must accurately describe the nature of the ownership change to avoid tenant confusion.
Purchase Price and Financial Terms. The aggregate purchase price for the Portfolio was $1,100,000,000 (One Billion One Hundred Million Dollars). The financial terms of the transaction are summarized as follows:
•  Assumed mortgage debt: $612,000,000
•  Cash equity at closing: $488,000,000
•  Adjustment for Property Condition Assessment ("PCA") credit: ($1,070,000)
•  Net cash equity at closing: $486,930,000
Portfolio Overview. The Portfolio consists of 87 leases across 14 properties located in five states: Georgia, Texas, Florida, Tennessee, and North Carolina. The total portfolio encompasses 5,224,000 rentable square feet ("RSF"), with a weighted-average occupancy rate of 93.2% as of December 31, 2023. The Portfolio generates annual in-place base rent of $74,800,000. The properties are classified as follows: ten (10) logistics/industrial properties comprising 4,373,000 RSF (83.7% of the Portfolio by area) and four (4) office properties comprising 851,000 RSF (16.3% of the Portfolio by area).
Property Management Transition. In connection with the acquisition, property management services for the Portfolio are transitioning from Argyle Property Services LLC ("Argyle"), a Seller affiliate, to Fairwater Property Management LLC ("Fairwater PM"), a wholly-owned subsidiary of Fairwater. Argyle's offices are located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and the portfolio manager responsible for the Portfolio during the Seller's ownership was Sean Kilpatrick. Fairwater PM's offices are located at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044, and the senior vice president responsible for operations is Leah Torrance.
To facilitate an orderly transition of property management responsibilities, a Transition Services Agreement ("TSA") was executed at closing between Argyle and Fairwater PM. The TSA provides for a 90-day transition period commencing on the Closing Date (June 6, 2024) and expiring on approximately September 4, 2024. During the transition period, Argyle will continue to provide certain operational, administrative, and tenant-facing support services to ensure continuity of property management. The monthly fee for the transition services is $375,000, for an aggregate fee of $1,125,000 over the 90-day term.
Section 2: Distribution Instructions
The tenant notification letters are to be prepared and distributed in accordance with the following instructions:
Timing. All 87 tenant notification letters are to be sent on June 7, 2024, the next business day following the Closing Date. Prompt notification is essential to ensure compliance with lease notice requirements, applicable state statutory requirements, and to begin the process of redirecting rent payments to Fairwater PM.
Delivery Method. Each tenant notification letter shall be delivered by the following methods:
(i) First-class U.S. mail, postage prepaid, addressed to the tenant at the address specified in the notice provisions of the applicable Lease; and
(ii) Email transmission to the primary tenant contact on file, where an email address is available in the lease file or the Argyle tenant records.
Certain leases require notice to be delivered by certified mail, registered mail, or nationally recognized overnight courier service. The distribution list set forth in Part Three of this memorandum identifies the specific notice method required under each Lease. For those tenants whose leases require certified mail delivery, letters shall be sent by certified mail, return receipt requested, in addition to first-class mail. For those tenants whose leases require overnight courier delivery, letters shall be sent by Severin Partners LLC Priority Overnight or equivalent service. In all cases, the first-class mail delivery shall also be made. The lease audit memorandum prepared by Calderwood & Harkness LLP dated April 12, 2024 (Matter No. 1036-00004, Document No. 147) should be cross-referenced for any tenants requiring specific or unusual notice methods not captured in the distribution list.
Letterhead and Signature. Each tenant notification letter shall be printed on Fairwater Real Estate Investment Trust letterhead. Each letter shall bear the signature of Marcus Devereaux, Executive Vice President, Acquisitions. Mr. Devereaux will wet-sign a master letter, and reproductions with original-quality signature will be used for distribution, or, where leases permit electronic notice, letters may be executed via electronic signature platform. Further details on the signature methodology are set forth in Part Four of this memorandum.
Customization. Each letter shall be individually customized with the following variable fields: tenant name, property name, property address, suite or unit number, Target Entity LLC name, Lease date, and security deposit amount. The variable field key is set forth in the Appendix to this memorandum. Variable field data shall be populated from the rent roll (PSA Exhibit H) and the individual lease files.
Record-Keeping. A copy of each tenant notification letter shall be maintained in the following locations:
(a) The closing binder maintained by Calderwood & Harkness LLP (Matter No. 1036-00004);
(b) The post-closing file maintained by Fairwater PM; and
(c) The individual tenant lease file for each property, to be maintained by Fairwater PM.
State and Local Counsel Confirmation. Local counsel in each of the five states in which the Portfolio properties are located have reviewed the form of tenant notification letter and have confirmed that no state-specific statutory requirements exist beyond those addressed in the form letter. The local counsel firms are as follows:
•  Texas: Breckenridge Osgood LLP (James Breckenridge), Houston, TX
•  Georgia: Talmadge Beaumont LLP (Catherine Beaumont), Atlanta, GA
•  North Carolina: Haversham Cole PLLC (Marshall Haversham), Charlotte, NC
•  Tennessee: Ellsworth Ridley LLP (Diane Ellsworth), Nashville, TN
•  Florida: Palmetto Strauss PA (Roberto Strauss), Miami, FL
Additional state-specific compliance notes are set forth in Part Five of this memorandum.
Section 3: Security Deposit Notification
Aggregate Security Deposits. The aggregate tenant security deposits held across the Portfolio total $4,283,000 (Four Million Two Hundred Eighty-Three Thousand Dollars). The security deposits are allocated among the 14 properties and 87 tenants as set forth in the distribution list in Part Three. Individual security deposit amounts have been confirmed against the estoppel certificates received in connection with the closing (79 executed estoppel certificates were received, covering 91.4% of annual in-place base rent as of closing) and against the security deposit schedule attached as a sub-exhibit to PSA Exhibit H.
Deposit Accounts. The security deposits are held in the Target Entity bank accounts maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. The bank contact for all deposit accounts is Linda Prescott, Vice President, Commercial Banking. Because the transaction was structured as an entity-level acquisition, the deposit accounts remain in the name of the respective Target Entity LLCs, and no physical transfer of funds between accounts was required. However, the authorized signatories on each account have been updated to reflect Fairwater's ownership, and Fairwater PM has been designated as the authorized agent for account management.
State Statutory Requirements. Certain states in which the Portfolio properties are located impose statutory requirements regarding the transfer of security deposits upon a change of ownership and require specific notice to tenants regarding the identity of the new holder of the security deposit. The form of tenant notification letter set forth in Part Two of this memorandum includes language designed to satisfy these requirements. The applicable statutes and compliance considerations are summarized as follows:
•  Georgia: The Georgia Code requires a landlord to notify a tenant of the transfer of a security deposit and the identity of the new holder. The form letter includes language identifying Fairwater as the new owner and confirming that the security deposit continues to be held by the Target Entity under Fairwater's ownership.
•  Florida: Florida Statute § 83.49 governs security deposit transfer notification. While the statute is directed primarily at residential landlord-tenant relationships, our local counsel (Palmetto Strauss PA) has recommended that the form letter include Florida-compliant security deposit transfer language as a best practice and belt-and-suspenders measure for the three Florida properties.
•  Tennessee: The Tennessee Uniform Residential Landlord and Tenant Act contains provisions governing the transfer of security deposits. As with Florida, these provisions are primarily directed at residential tenancies. The form letter includes compliant language for the three Tennessee properties.
•  North Carolina: The North Carolina Tenant Security Deposit Act (N.C.G.S. § 42-50 et seq.) requires notice of the transfer of security deposits. While primarily applicable to residential tenancies, the form letter includes compliant language for the single North Carolina property (SouthPark Corporate Center) as a precautionary measure.
•  Texas: Texas has no specific statutory security deposit transfer notification requirement for commercial leases. The Texas Property Code security deposit provisions apply primarily to residential tenancies. Notice is provided in the form letter as a best practice consistent with the lease terms.
Section 4: Rent Payment Redirection
Effective Date of Redirection. Effective July 1, 2024, which is the first full calendar month following the Closing Date, all rent payments and other amounts due under the Leases shall be directed to Fairwater Property Management LLC. The selection of July 1, 2024 as the redirection effective date, rather than the Closing Date itself, was made to provide tenants with adequate notice and processing time to update their internal payment systems. June 2024 rent was prorated at closing in accordance with the PSA, and any June rent payments received by Argyle after closing will be handled pursuant to the TSA.
Remittance Information. Each tenant notification letter will include the new remittance address for check payments and wire/ACH instructions for electronic payments. The specific remittance address and banking details are to be provided by Fairwater PM and inserted into the form letter prior to distribution. The payee on all checks should be made out to the applicable Target Entity LLC name in care of Fairwater Property Management LLC.
Misdirected Payments During Transition Period. During the transition period under the TSA (June 6, 2024 through approximately September 4, 2024), Argyle Property Services LLC will forward any misdirected rent payments received at Argyle's offices to Fairwater PM. The TSA requires Argyle to forward such payments within three (3) business days of receipt. While this safeguard is in place, tenants are being requested in the notification letter to update their payment instructions promptly to avoid processing delays and potential late payment issues. After the expiration of the TSA on approximately September 4, 2024, Argyle will have no further obligation to forward misdirected payments, and it is therefore essential that all tenants have transitioned their payment processes by that date.
The form letter includes specific language requesting that tenants not send rent payments to Argyle's former address after June 30, 2024. Additionally, Fairwater PM is prepared to conduct follow-up outreach to any tenants that have not redirected their payments by the July 2024 rent cycle.
PART TWO: FORM OF TENANT NOTIFICATION LETTER
The following is the form of tenant notification letter to be sent to all 87 tenants across the Portfolio. Variable fields are indicated in brackets. The variable field key is set forth in the Appendix to this memorandum.
FAIRWATER REAL ESTATE INVESTMENT TRUST 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044 NYSE: FREIT
June 7, 2024
[Tenant Name] [Attention: Lease Contact Name] [Tenant Address per Lease] [Suite/Unit Number]
Re: Notice of Change of Ownership and Property Management — [Property Name], [Property Address], [City], [State] [Zip]
Lease dated [Lease Date] between [Target Entity LLC Name], as Landlord, and [Tenant Name], as Tenant (the "Lease")
Dear [Tenant Contact / "Tenant"]:
We are writing to notify you of a change in the ownership of the entity that owns the property at which you are a tenant and a corresponding transition in property management services. This letter is provided in accordance with the terms of your Lease and applicable law.
1. Notice of Ownership Transfer. Effective as of June 6, 2024, Fairwater Real Estate Investment Trust ("Fairwater"), a Maryland real estate investment trust, has acquired 100% of the membership interests in [Target Entity LLC Name], the entity that owns the property located at [Property Address] (the "Property"). As a result of this transaction, [Target Entity LLC Name] remains the landlord under the Lease; however, the ownership of [Target Entity LLC Name] has changed from Greystone Meridian Partners Fund III, L.P. to Fairwater. The Lease remains in full force and effect, and all terms and conditions of the Lease are unchanged. Fairwater has assumed all obligations of the landlord under the Lease, and you may continue to exercise all rights granted to you under the Lease without interruption.
2. New Property Management. Effective as of June 6, 2024, property management services for the Property are being transitioned from Argyle Property Services LLC to Fairwater Property Management LLC ("Fairwater PM"). All tenant service requests, maintenance inquiries, lease administration matters, and general correspondence regarding the Property should be directed to Fairwater PM at the following address:
Fairwater Property Management LLC 7200 Chesapeake Parkway, Suite 1150 Columbia, Maryland 21044
Attn: Leah Torrance, Senior Vice President, Operations
Telephone: (443) 555-2800
Email: ltorrance@fairwaterpm.com
During the transition period of approximately 90 days following the change of ownership, Argyle Property Services LLC will continue to assist with certain operational matters to ensure a seamless transition of property management services. You should not experience any disruption in the quality or responsiveness of property management services during this period. If you have any questions or concerns during the transition, please do not hesitate to contact Fairwater PM directly at the address, telephone number, or email address set forth above.
3. Rent Payment Instructions. Commencing with rent due on or after July 1, 2024, all rent payments and other amounts due under the Lease shall be made payable to and directed to the following:
Payee: [Target Entity LLC Name] c/o Fairwater Property Management LLC
Mailing Address for Checks: [Remittance Address]
Wire/ACH Instructions: Bank: [Bank Name] Routing Number: [Routing Number] Account Number: [Account Number] Account Name: [Target Entity LLC Name] Reference: [Tenant Name / Suite Number]
Please update your payment records and systems promptly to reflect the new payment instructions set forth above. Rent payments received by the former property manager, Argyle Property Services LLC, after the date of this letter will be forwarded to Fairwater PM; however, we respectfully request that you redirect all future payments to the new remittance address or wire/ACH instructions as soon as practicable to avoid processing delays. Please do not send rent payments to the former property manager (Argyle Property Services LLC) address after June 30, 2024.
4. Security Deposits. This letter serves as notice that your security deposit in the amount of $[Amount], held pursuant to the terms of the Lease, has been transferred to, and is now held by, [Target Entity LLC Name] under the ownership of Fairwater Real Estate Investment Trust. Fairwater and [Target Entity LLC Name] hereby acknowledge receipt of and full responsibility for your security deposit in accordance with the terms of the Lease and applicable law. The security deposit continues to be held in a deposit account at Magnolia Commerce Bank, N.A., located in Atlanta, Georgia. All rights and obligations with respect to the security deposit as set forth in the Lease remain in full force and effect.
5. Insurance Certificates. If you are required to maintain insurance under the terms of your Lease, we request that you update your insurance certificates to add the following parties as additional insureds:
(a) Fairwater Real Estate Investment Trust; and
(b) Fairwater Property Management LLC.
Please deliver updated insurance certificates reflecting the foregoing additions to Fairwater PM at the address set forth above within thirty (30) days of the date of this letter. If you have questions regarding the specific insurance requirements under your Lease, please contact Fairwater PM for assistance.
6. General. This notice is provided in accordance with the terms of the Lease and applicable law. Fairwater is committed to maintaining the high quality of property management and tenant services at the Property, and we look forward to building a strong and productive relationship with you as a valued tenant. If you have any questions regarding this notice, your Lease, or any other matter related to the Property, please do not hesitate to contact Fairwater PM at the address, telephone number, or email address set forth above.
We appreciate your continued tenancy and look forward to working with you.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
cc: Fairwater Property Management LLC, Attn: Leah Torrance, Senior Vice President, Operations [Target Entity LLC Name]
PART THREE: TENANT DISTRIBUTION LIST
The following distribution list sets forth all 87 tenants across the 14 properties in the Portfolio. Tenants are organized by property. All information has been compiled from the PSA Exhibit H (Rent Roll), individual lease files, estoppel certificates, and Argyle Property Services LLC tenant records. Variable fields in the form letter will be populated from the data in this distribution list. Columns 14 and 15 ("Letter Sent Date" and "Confirmation of Receipt") are to be completed post-mailing.
Property 1: Fairfield Logistics Center I
Property Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield I LLC (EIN: 84-2310561) Property Type: Logistics Total RSF: 412,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)
Property 1 Subtotal: 1 tenant; 412,000 RSF; ABR $6,180,000; Security Deposits $515,000
Property 2: Fairfield Logistics Center II
Property Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield II LLC (EIN: 84-2310578) Property Type: Logistics Total RSF: 387,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)
Property 2 Subtotal: 3 tenants; 387,000 RSF; ABR $5,628,000; Security Deposits $469,000
Property 3: Westlake Distribution Hub
Property Address: 11500 Westlake Parkway, Houston, TX 77082 Target Entity: GMP Westlake LLC (EIN: 84-2415693) Property Type: Logistics Total RSF: 624,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)
Property 3 Subtotal: 1 tenant; 624,000 RSF; ABR $8,736,000; Security Deposits $728,000
Property 4: Katy Freeway Logistics Park
Property Address: 22600 Katy Freeway, Katy, TX 77449 Target Entity: GMP Katy LLC (EIN: 84-2415710) Property Type: Logistics Total RSF: 538,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)
Property 4 Subtotal: 1 tenant; 538,000 RSF; ABR $7,532,000; Security Deposits $628,000
Property 5: Alliance Commerce Center
Property Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 Target Entity: GMP Alliance LLC (EIN: 84-2415728) Property Type: Logistics Total RSF: 485,000 State: Texas Local Counsel: Breckenridge Osgood LLP (James Breckenridge)
Property 5 Subtotal: 4 tenants; 485,000 RSF; ABR $6,513,000; Security Deposits $542,000
Property 6: Lakeland Crossings Industrial
Property Address: 7100 Drane Field Road, Lakeland, FL 33811 Target Entity: GMP Lakeland LLC (EIN: 84-2527834) Property Type: Logistics Total RSF: 372,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)
Property 6 Subtotal: 4 tenants; 372,000 RSF; ABR $4,862,000; Security Deposits $405,000
Property 7: Southport Logistics Park
Property Address: 3200 Southport Connector Road, Jacksonville, FL 32218 Target Entity: GMP Southport LLC (EIN: 84-2527849) Property Type: Logistics Total RSF: 410,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)
Property 7 Subtotal: 1 tenant; 410,000 RSF; ABR $5,330,000; Security Deposits $444,000
Property 8: Murfreesboro Distribution Center
Property Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 Target Entity: GMP Murfreesboro LLC (EIN: 84-2527856) Property Type: Logistics Total RSF: 502,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)
Property 8 Subtotal: 5 tenants; 502,000 RSF; ABR $6,526,000; Security Deposits $544,000
Property 9: Buckhead Place Office Tower
Property Address: 3380 Peachtree Road NE, Atlanta, GA 30326 Target Entity: GMP Buckhead LLC (EIN: 84-2639901) Property Type: Office Total RSF: 285,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)
Property 9 Subtotal: 15 tenants; 199,500 RSF; ABR $6,965,500; Security Deposits $581,000
Note: Property 9 total RSF is 285,000; occupied RSF reflected above is 199,500 (70.0% occupancy at this property); 85,500 RSF is vacant.
Property 10: SouthPark Corporate Center
Property Address: 6200 Fairview Road, Charlotte, NC 28210 Target Entity: GMP SouthPark LLC (EIN: 84-2639918) Property Type: Office Total RSF: 218,000 State: North Carolina Local Counsel: Haversham Cole PLLC (Marshall Haversham)
Property 10 Subtotal: 1 tenant; 218,000 RSF; ABR $5,668,000; Security Deposits $472,000
Property 11: Cool Springs Office Park
Property Address: 5000 Virginia Way, Brentwood, TN 37027 Target Entity: GMP Cool Springs LLC (EIN: 84-2639925) Property Type: Office Total RSF: 196,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)
Property 11 Subtotal: 9 tenants; 183,000 RSF; ABR $5,490,000; Security Deposits $458,000
Note: Property 11 total RSF is 196,000; occupied RSF reflected above is 183,000 (93.4% occupancy at this property); 13,000 RSF is vacant.
Property 12: Brickell Bay Office Building
Property Address: 1450 Brickell Avenue, Miami, FL 33131 Target Entity: GMP Brickell LLC (EIN: 84-2639932) Property Type: Office Total RSF: 152,000 State: Florida Local Counsel: Palmetto Strauss PA (Roberto Strauss)
Property 12 Subtotal: 12 tenants; 139,500 RSF; ABR $6,277,500; Security Deposits $525,000
Note: Property 12 total RSF is 152,000; occupied RSF reflected above is 139,500 (91.8% occupancy at this property); 12,500 RSF is vacant.
Property 13: Peachtree Corners Logistics Center
Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 Target Entity: GMP Peachtree LLC (EIN: 84-2741063) Property Type: Logistics Total RSF: 345,000 State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont)
Property 13 Subtotal: 7 tenants; 345,000 RSF; ABR $4,485,000; Security Deposits $376,000
Property 14: Mount Juliet Commerce Park
Property Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122 Target Entity: GMP Mount Juliet LLC (EIN: 84-2741070) Property Type: Logistics Total RSF: 298,000 State: Tennessee Local Counsel: Ellsworth Ridley LLP (Diane Ellsworth)
Property 14 Subtotal: 6 tenants; 298,000 RSF; ABR $3,874,000; Security Deposits $324,000
Note: Items 71 through 87 represent the remaining tenants distributed across the Portfolio. The following table sets forth the remaining 17 tenants not individually listed above, representing smaller tenancies across Properties 5, 6, 8, 9, 13, and 14. These tenants were identified during the final reconciliation of the rent roll and are presented below in summary format. Full lease details, notice addresses, and contact information are set forth in the individual lease files maintained by Calderwood & Harkness LLP.
Distribution List Summary Totals
Top 5 Tenants by Annual Base Rent
PART FOUR: MAILING INSTRUCTIONS AND LOGISTICS
Section 1: Preparation
All 87 tenant notification letters are to be prepared by Calderwood & Harkness LLP under the direction of Rafael Dominguez, Working Associate. The variable fields in each letter are to be populated from the data contained in the rent roll attached as Exhibit H to the PSA, cross-referenced against the individual lease files maintained in the Calderwood & Harkness document management system under Matter No. 1036-00004. Each variable field should be verified against the distribution list set forth in Part Three of this memorandum to ensure consistency and accuracy.
Each letter shall be printed on Fairwater Real Estate Investment Trust official letterhead, which has been provided by the Fairwater marketing and communications department in PDF format and is available in the matter document repository (Document No. 412). Letters should be printed on high-quality bond paper using the approved letterhead template.
Signature. Marcus Devereaux, Executive Vice President, Acquisitions, will wet-sign a single master letter. Reproductions of the master letter with original-quality signature are acceptable for distribution purposes. Alternatively, where individual leases expressly permit electronic notice or where the applicable Lease does not restrict the form of notice delivery, letters may be executed via Brightwater Software or equivalent electronic signature platform. Grace Nakamura will coordinate with Camille Oduya, In-House Real Estate Counsel at Fairwater, to confirm which tenants' leases permit electronic notice and which require wet-ink signatures. In all cases, the letters distributed by first-class mail or certified mail shall bear original-quality signatures.
Security Deposit Verification. Prior to finalizing and distributing the letters, the security deposit amount to be inserted in each letter must be confirmed against the following sources:
(a) The aggregate security deposit schedule, which reflects total security deposits of $4,283,000 across the Portfolio;
(b) The individual tenant estoppel certificates received in connection with the closing (79 executed estoppel certificates covering 91.4% of annual in-place base rent were received as of the Closing Date — see Closing Binder, Tab 14); and
(c) The rent roll (PSA Exhibit H), which includes a security deposit column for each tenant.
For the eight tenants from whom executed estoppel certificates were not received prior to closing, security deposit amounts should be verified against the lease files and the Argyle Property Services rent ledger. Any discrepancies between the estoppel certificates, the rent roll, and the lease files should be flagged and resolved prior to mailing. Rafael Dominguez will prepare a reconciliation worksheet and circulate it to Camille Oduya and Leah Torrance for review no later than the morning of June 7, 2024, prior to the commencement of mailing.
Section 2: Mailing Logistics
Physical mailing of all 87 tenant notification letters will be coordinated by Fairwater Property Management LLC under the direction of Leah Torrance, Senior Vice President, Operations, from Fairwater PM's offices at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044.
Target Mailing Date. All letters are to be mailed on June 7, 2024, the first business day following the Closing Date. It is essential that all letters be deposited with the United States Postal Service or applicable courier service on this date to comply with lease notice requirements and to ensure that tenants receive notification of the ownership change as promptly as practicable following closing.
Delivery Methods. Each letter shall be sent by the delivery method specified in the applicable Lease, as identified in the distribution list (Part Three, Column 13). The following delivery methods apply:
(i) First-Class U.S. Mail (default): The majority of tenant leases require notice by first-class mail, postage prepaid. All letters for which no specific alternative delivery method is required under the Lease will be sent by first-class mail.
(ii) Certified Mail, Return Receipt Requested: Certain leases require notice to be sent by certified mail. Letters to those tenants will be sent by certified mail, return receipt requested, in addition to first-class mail. The distribution list identifies each tenant for which certified mail is required.
(iii) Overnight Courier (Severin Partners LLC Priority Overnight or equivalent): Certain leases require notice to be sent by nationally recognized overnight courier service. Letters to those tenants will be sent by Severin Partners LLC Priority Overnight or Halcyon Partners LLC Next Day Air, as applicable. The distribution list identifies each tenant for which overnight courier delivery is required.
(iv) Email: Where a tenant email address is on file (as indicated in the distribution list, Column 12), an email copy of the letter shall be sent simultaneously with the physical mailing. Email copies shall be sent as PDF attachments with a brief cover email confirming the nature of the notice. The email subject line should read: "Notice of Change of Ownership and Property Management — [Property Name]."
Return Address. All envelopes and courier packages shall bear the following return address:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, MD 21044
Section 3: Record-Keeping and Confirmation
Comprehensive records of the mailing process must be maintained to document compliance with lease notice requirements and applicable law. The following record-keeping procedures shall be followed:
Affidavits and Certificates of Mailing. For all letters sent by certified mail or registered mail, affidavits of mailing or certificates of mailing (USPS Form 3817 or equivalent) shall be obtained at the time of mailing. Return receipts (USPS "green cards") shall be collected as they are returned and filed in the individual tenant lease files. For all letters sent by overnight courier, tracking numbers shall be recorded and delivery confirmation obtained from the courier's online tracking system.
Distribution Confirmation Memorandum. Upon completion of all mailings on June 7, 2024, Rafael Dominguez will prepare and circulate a Distribution Confirmation Memorandum to the following recipients:
•  Camille Oduya, In-House Real Estate Counsel, Fairwater REIT
•  Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater REIT
•  Leah Torrance, Senior Vice President, Asset Management / SVP Operations, Fairwater PM
•  David Elgin Park, General Counsel, Fairwater REIT
•  Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP
•  Grace Nakamura, Lead Associate, Calderwood & Harkness LLP
The Distribution Confirmation Memorandum will confirm the date of mailing, the number of letters sent, the delivery method used for each tenant, and any exceptions or issues encountered during the mailing process. The target for circulation of the Distribution Confirmation Memorandum is the same day, June 7, 2024, or no later than June 10, 2024 if any issues arise requiring resolution.
Separate Confirmation Document. For the official closing record, Calderwood & Harkness LLP will prepare a separate formal document titled "Tenant Notification Letters — Final Distribution Confirmation" (Matter No. 1036-00004, Document No. TBD), which will memorialize the completed distribution of all 87 tenant notification letters. This document will be included in the post-closing binder and will serve as the definitive record of compliance with the tenant notification requirements.
Section 4: Coordination with Argyle Property Services
Pursuant to the Transition Services Agreement executed at closing between Argyle Property Services LLC and Fairwater Property Management LLC, Argyle (through Sean Kilpatrick, Portfolio Manager) will provide the following assistance in connection with the tenant notification process:
(a) Tenant Contact Information: Argyle will provide current and accurate tenant contact information, including mailing addresses, contact names, telephone numbers, and email addresses, for all 87 tenants across the Portfolio. This information has been compiled and is reflected in the distribution list set forth in Part Three. Any updates to tenant contact information received by Argyle after the date of this memorandum and prior to the mailing date (June 7, 2024) will be promptly communicated to Rafael Dominguez at Calderwood & Harkness LLP and Leah Torrance at Fairwater PM.
(b) Tenant Inquiry Forwarding: During the 90-day transition period, Argyle will forward any tenant inquiries received at Argyle's offices to Fairwater PM. This includes telephone calls, emails, written correspondence, and in-person inquiries from tenants who may not yet have received or processed the notification letter.
(c) Rent Payment Redirection: Argyle will redirect any rent payments received at Argyle's offices or in Argyle-controlled bank accounts after June 30, 2024 to Fairwater PM within three (3) business days of receipt, in accordance with the terms of the Transition Services Agreement. During the period from the Closing Date (June 6, 2024) through June 30, 2024, rent payments received by Argyle will be handled in accordance with the closing prorations and the TSA.
Transition Period. The Argyle transition services period runs for 90 days from the Closing Date, commencing June 6, 2024 and expiring on approximately September 4, 2024. The monthly transition fee payable by Fairwater PM to Argyle is $375,000 per month, for a total transition fee of $1,125,000 over the 90-day term.
Post-Transition. Following the expiration of the Transition Services Agreement on approximately September 4, 2024, Argyle will have no further obligations with respect to the Portfolio, including no obligation to forward misdirected tenant payments or tenant inquiries. It is therefore critical that all tenant payment redirection and contact information updates be completed well in advance of the TSA expiration date. Fairwater PM should plan a follow-up tenant outreach initiative in mid-August 2024 to confirm that all tenants have updated their payment records and contact information.
PART FIVE: STATE-SPECIFIC COMPLIANCE NOTES
The following state-specific compliance notes summarize the applicable statutory and regulatory requirements related to tenant notification of change of ownership and transfer of security deposits in each of the five states in which the Portfolio properties are located. These notes have been prepared in consultation with local counsel in each jurisdiction, as identified below.
Georgia
Properties: Fairfield Logistics Center I (Fairburn), Fairfield Logistics Center II (Fairburn), Buckhead Place Office Tower (Atlanta), Peachtree Corners Logistics Center (Peachtree Corners) — 4 properties
Local Counsel: Talmadge Beaumont LLP
Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-7200
Email: cbeaumont@talmadgebeaumont.com
Security Deposit Transfer Notification. The Georgia Code (O.C.G.A. § 44-7-31 et seq.) addresses landlord obligations with respect to security deposits. While the statute is primarily directed at residential landlord-tenant relationships, the Georgia Code provides that upon the transfer of a landlord's interest in the premises, the transferring landlord must transfer the security deposit to the transferee and notify the tenant of the transfer and the identity of the new holder. Catherine Beaumont has confirmed that the form of tenant notification letter includes language that complies with these requirements. Because the transaction was structured as an entity-level acquisition (i.e., the Target Entity that holds each security deposit remains the same entity; only the ownership of the entity has changed), the requirement is arguably not triggered. Nevertheless, the form letter includes security deposit transfer notification language as a precautionary measure.
Change of Ownership Notice. Georgia does not have a specific statutory form or requirement for notice of change of ownership of commercial property. The notice provisions in each Lease govern. Catherine Beaumont has confirmed that no additional Georgia-specific language is required in the form letter beyond that already included.
Texas
Properties: Westlake Distribution Hub (Houston), Katy Freeway Logistics Park (Katy), Alliance Commerce Center (Fort Worth) — 3 properties
Local Counsel: Breckenridge Osgood LLP
James Breckenridge, Partner 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-4100
Email: jbreckenridge@breckenridgeosgood.com
Security Deposit Transfer Notification. The Texas Property Code, Chapter 92, governs security deposits in the context of residential tenancies. There is no analogous statutory provision specifically applicable to commercial lease security deposits in Texas. The security deposit obligations for the three Texas properties are governed solely by the terms of the individual Leases. James Breckenridge has confirmed that no Texas-specific statutory security deposit transfer notice is required for the commercial leases in the Portfolio. Notwithstanding the absence of a statutory requirement, the form letter includes security deposit transfer notification language as a best practice and in accordance with the terms of the individual Leases.
Change of Ownership Notice. Texas does not impose specific statutory requirements for notice of change of ownership of commercial property. The notice provisions in each Lease govern. James Breckenridge has confirmed that no additional Texas-specific language is required in the form letter.
Florida
Properties: Lakeland Crossings Industrial (Lakeland), Southport Logistics Park (Jacksonville), Brickell Bay Office Building (Miami) — 3 properties
Local Counsel: Palmetto Strauss PA
Roberto Strauss, Shareholder 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Telephone: (305) 555-8300
Email: rstrauss@palmettostrouss.com
Security Deposit Transfer Notification. Florida Statute § 83.49 sets forth detailed requirements regarding the holding and return of security deposits, including requirements related to the transfer of security deposits upon a change in the ownership or management of rental property. The statute requires the transferring landlord to transfer the security deposit to the new landlord or property manager and to notify the tenant of the transfer. While § 83.49 is codified within Part II of Chapter 83 of the Florida Statutes, which addresses residential tenancies, Roberto Strauss has recommended that the form letter include Florida-compliant security deposit transfer language for the three Florida properties as a best practice. The form letter includes the required elements: (i) notification that the security deposit has been transferred; (ii) identification of the new holder; (iii) the amount of the security deposit; and (iv) the address of the institution holding the deposit.
Change of Ownership Notice. Florida does not impose specific statutory requirements for notice of change of ownership of commercial property beyond those contained in the individual Leases. Roberto Strauss has confirmed that the form letter is sufficient.
Tennessee
Properties: Murfreesboro Distribution Center (Murfreesboro), Cool Springs Office Park (Brentwood), Mount Juliet Commerce Park (Mount Juliet) — 3 properties
Local Counsel: Ellsworth Ridley LLP
Diane Ellsworth, Partner 424 Church Street, Suite 1500 Nashville, TN 37219 Telephone: (615) 555-6500
Email: dellsworth@ellsworthridley.com
Security Deposit Transfer Notification. The Tennessee Uniform Residential Landlord and Tenant Act (Tenn. Code Ann. § 66-28-301 et seq.) contains provisions governing the transfer of security deposits upon the transfer of a landlord's interest in rental property. The statute requires the transferring landlord to transfer the security deposit to the successor landlord and to provide the tenant with notice of the transfer and the name and address of the new holder. These provisions are applicable to residential tenancies, and there is no analogous commercial lease statute in Tennessee. Diane Ellsworth has confirmed that the security deposit obligations for the three Tennessee properties are governed by the terms of the individual Leases. The form letter includes security deposit transfer notification language in compliance with each Lease's notice provisions and as a best practice consistent with the principles of the residential statute.
Change of Ownership Notice. Tennessee does not impose specific statutory requirements for change of ownership notification in commercial tenancies. The notice provisions in each Lease govern. Diane Ellsworth has confirmed that no additional Tennessee-specific language is required.
North Carolina
Properties: SouthPark Corporate Center (Charlotte) — 1 property
Local Counsel: Haversham Cole PLLC
Marshall Haversham, Partner 301 South College Street, Suite 1400 Charlotte, NC 28202 Telephone: (704) 555-3700
Email: mhaversham@havershamcole.com
Security Deposit Transfer Notification. The North Carolina Tenant Security Deposit Act (N.C.G.S. § 42-50 et seq.) imposes requirements on landlords regarding the holding, use, and return of security deposits, including provisions related to the transfer of security deposits upon a change of ownership. N.C.G.S. § 42-54 provides that upon the transfer of a landlord's interest in the premises, the transferring landlord must either transfer the security deposit to the successor landlord and provide notice to the tenant of the transfer and the successor's name and address, or return the security deposit to the tenant. While the North Carolina Tenant Security Deposit Act applies primarily to residential tenancies (specifically, dwelling units), marshall Haversham has recommended that the form letter include compliant language for the SouthPark Corporate Center property as a belt-and-suspenders protection measure. The form letter includes: (i) notice that the security deposit has been transferred to and is now held by the Target Entity under Fairwater's ownership; (ii) identification of Fairwater as the new owner; and (iii) acknowledgment of receipt of and responsibility for the security deposit.
Change of Ownership Notice. North Carolina does not impose specific statutory requirements for change of ownership notification in commercial tenancies beyond those contained in the Lease. Marshall Haversham has confirmed that the form letter is compliant with North Carolina law and the terms of the Birchwood Technology Group Inc. Lease.
APPENDIX: FORM LETTER VARIABLE FIELDS KEY
The following table sets forth the variable fields used in the form of tenant notification letter (Part Two), together with the source document or data source from which each variable field is to be populated. Rafael Dominguez is responsible for populating all variable fields from the identified sources and for verifying the accuracy of each entry against the underlying source documents prior to printing and distribution.
Certain variable fields (specifically, [Remittance Address], [Wire/ACH Instructions], [Phone Number], and [Email Address]) are to be provided by Fairwater Property Management LLC. Rafael Dominguez has requested this information from Leah Torrance and expects to receive it no later than the morning of June 7, 2024. Distribution of the letters is contingent upon receipt of this information. In the event that wire/ACH instructions are not available by the mailing date, letters may be sent with the remittance address for check payments only, and a supplemental notice containing wire/ACH instructions will be distributed promptly thereafter.
— End of Document —
CALDERWOOD & HARKNESS LLP
Prepared by:
By: ________
Grace Nakamura Lead Associate
By: ________
Rafael Dominguez Working Associate
Supervised by:
By: ________
Douglas Fairchild Responsible Partner
Date: June 6, 2024
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
1 | Thornton-Whitaker Pharmaceuticals Corp. | Bldg A, Units 100-108 | 03/15/2019 | 412,000 | $6,180,000 | $515,000 | 1200 Morris Corporate Center, Parsippany, NJ 07054, Attn: Real Estate Dept. | Jennifer Caldwell / jcaldwell@twpharma.com | Certified Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
2 | Southeastern Freight Consolidators Inc. | Bldg B, Units 200-204 | 07/01/2020 | 198,000 | $2,772,000 | $231,000 | 4300 Fairfield Industrial Blvd, Unit 200, Fairburn, GA 30213 | Robert Haynes / rhaynes@sefconsol.com | First-Class Mail + Email | _ | _
3 | PeachState Cold Storage LLC | Bldg B, Units 205-208 | 11/15/2020 | 147,000 | $2,352,000 | $196,000 | P.O. Box 4421, College Park, GA 30337, Attn: Lease Admin | Tanya Wilkerson / twilkerson@peachstatecs.com | First-Class Mail + Email | _ | _
4 | AutoParts Direct Warehousing Co. | Bldg B, Unit 209 | 02/01/2022 | 42,000 | $504,000 | $42,000 | 8900 Tara Blvd, Suite 300, Jonesboro, GA 30236 | Dwayne Mitchell / — | First-Class Mail | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
5 | Cascade Supply Chain Solutions Inc. | Bldg 1, Units A-F | 09/01/2018 | 624,000 | $8,736,000 | $728,000 | 3100 McKinnon Street, Suite 1200, Dallas, TX 75201, Attn: General Counsel | Amanda Park / apark@cascadescs.com | Overnight Courier + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
6 | Zynvaro Distribution Holdings LLC | Bldg 1, Full Building | 04/01/2019 | 538,000 | $7,532,000 | $628,000 | 5500 Wayzata Blvd, Suite 700, Minneapolis, MN 55416, Attn: VP Real Estate | Gregory Swanson / gswanson@mercerdist.com | Certified Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
7 | LoneStar Pallet & Freight Co. | Bldg A, Units 1-3 | 06/15/2020 | 195,000 | $2,535,000 | $211,000 | 2800 Alliance Gateway Blvd, Unit 1, Fort Worth, TX 76177 | Carlos Gutierrez / cgutierrez@lonestarpf.com | First-Class Mail + Email | _ | _
8 | RapidShip Fulfillment Inc. | Bldg A, Units 4-5 | 01/01/2021 | 128,000 | $1,792,000 | $149,000 | 1900 Regal Row, Suite 100, Dallas, TX 75235 | Monica Fernandez / mfernandez@rapidshipfulfill.com | First-Class Mail + Email | _ | _
9 | Greenfield Agricultural Supply Corp. | Bldg B, Unit 1 | 03/01/2022 | 82,000 | $1,066,000 | $89,000 | P.O. Box 7810, Amarillo, TX 79114, Attn: Office of Lease Administration | — / leaseadmin@greenfieldags.com | First-Class Mail + Email | _ | _
10 | Crossroads E-Commerce Logistics LLC | Bldg B, Unit 2 | 08/15/2022 | 80,000 | $1,120,000 | $93,000 | 2800 Alliance Gateway Blvd, Unit B2, Fort Worth, TX 76177 | Nathan Reeves / nreeves@crossroadsecl.com | First-Class Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
11 | Sunbelt Industrial Products Inc. | Bldg 1, Units 100-104 | 05/01/2019 | 186,000 | $2,418,000 | $202,000 | 7100 Drane Field Road, Unit 100, Lakeland, FL 33811 | Debra Sullivan / dsullivan@sunbeltip.com | First-Class Mail + Email | _ | _
12 | Central Florida Beverage Distributors LLC | Bldg 1, Units 105-107 | 09/01/2020 | 112,000 | $1,456,000 | $121,000 | 4500 W. Cypress Street, Suite 600, Tampa, FL 33607, Attn: Real Estate | Miguel Rios / mrios@cfbdist.com | First-Class Mail + Email | _ | _
13 | Pinnacle Packaging Solutions Corp. | Bldg 2, Unit 200 | 02/15/2021 | 48,000 | $624,000 | $52,000 | 1250 Lakeland Hills Blvd, Lakeland, FL 33805 | Sandra Weatherly / sweatherly@pinnaclepkg.com | First-Class Mail + Email | _ | _
14 | TrueNorth Tire & Rubber Co. | Bldg 2, Unit 201 | 06/01/2022 | 26,000 | $364,000 | $30,000 | 8200 Bryan Dairy Road, Suite 200, Largo, FL 33777 | Keith Ormsby / — | First-Class Mail | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
15 | Atlas Freight Logistics Corp. | Full Building | 12/01/2018 | 410,000 | $5,330,000 | $444,000 | 9700 NW 112th Avenue, Suite 400, Miami, FL 33178, Attn: SVP Real Estate & Facilities | Daniel Ortega / dortega@atlasfreight.com | Overnight Courier + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
16 | MidSouth Paper & Packaging Corp. | Bldg A, Units 1-4 | 08/01/2019 | 210,000 | $2,730,000 | $228,000 | 1600 Joe B. Jackson Parkway, Unit 1, Murfreesboro, TN 37127 | Ronald Adkins / radkins@midsouthpp.com | First-Class Mail + Email | _ | _
17 | Cumberland Valley Foods Inc. | Bldg A, Units 5-6 | 11/01/2020 | 104,000 | $1,352,000 | $113,000 | 340 Seven Springs Way, Suite 200, Brentwood, TN 37027, Attn: Lease Admin | Patricia Donovan / pdonovan@cvfoods.com | First-Class Mail + Email | _ | _
18 | Nashville Automotive Parts Warehouse LLC | Bldg B, Unit 1 | 03/15/2021 | 88,000 | $1,144,000 | $95,000 | P.O. Box 90122, Nashville, TN 37209 | James Whitfield / jwhitfield@napwarehouse.com | First-Class Mail + Email | _ | _
19 | Heritage Home Furnishings Distribution Co. | Bldg B, Unit 2 | 07/01/2021 | 60,000 | $780,000 | $65,000 | 6200 Poplar Avenue, Suite 1000, Memphis, TN 38119 | Laura Engstrom / lengstrom@heritagehf.com | First-Class Mail + Email | _ | _
20 | Volunteer State Building Materials Inc. | Bldg B, Unit 3 | 01/15/2023 | 40,000 | $520,000 | $43,000 | 1600 Joe B. Jackson Parkway, Unit B3, Murfreesboro, TN 37127 | — / info@volstatebm.com | First-Class Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
21 | Magnolia Wealth Advisors LLC | Suite 1800 | 10/01/2018 | 32,000 | $1,120,000 | $93,000 | 3380 Peachtree Road NE, Suite 1800, Atlanta, GA 30326 | Thomas Granger / tgranger@magnoliawa.com | First-Class Mail + Email | _ | _
22 | Prescott & Hale Consulting Group Inc. | Suite 1700 | 01/15/2019 | 28,000 | $980,000 | $82,000 | 3380 Peachtree Road NE, Suite 1700, Atlanta, GA 30326 | Whitney Hale / whale@prescotthale.com | First-Class Mail + Email | _ | _
23 | Redstone Digital Marketing Corp. | Suite 1600 | 04/01/2020 | 22,000 | $770,000 | $64,000 | 3380 Peachtree Road NE, Suite 1600, Atlanta, GA 30326 | Kevin Zhang / kzhang@redstonedm.com | First-Class Mail + Email | _ | _
24 | Southern Capital Partners LP | Suite 1500 | 06/15/2020 | 18,000 | $630,000 | $53,000 | 191 Peachtree Street NE, Suite 3400, Atlanta, GA 30303 | Harrison Blake / hblake@southerncapital.com | First-Class Mail + Email | _ | _
25 | Brightpath Human Resources Inc. | Suite 1400 | 09/01/2020 | 15,000 | $525,000 | $44,000 | 3380 Peachtree Road NE, Suite 1400, Atlanta, GA 30326 | Rachel Simmons / rsimmons@brightpathhr.com | First-Class Mail + Email | _ | _
26 | Crawford Whitmore Architecture PLLC | Suite 1300 | 02/01/2021 | 12,500 | $437,500 | $36,000 | 3380 Peachtree Road NE, Suite 1300, Atlanta, GA 30326 | Martin Crawford / mcrawford@cwarchitecture.com | First-Class Mail + Email | _ | _
27 | Peach Tree Legal Services LLP | Suite 1200 | 05/01/2021 | 11,000 | $385,000 | $32,000 | 3380 Peachtree Road NE, Suite 1200, Atlanta, GA 30326 | Donna Whitfield / dwhitfield@peachtreelegal.com | First-Class Mail + Email | _ | _
28 | Horizon Insurance Brokerage LLC | Suite 1100 | 08/15/2021 | 10,500 | $367,500 | $31,000 | 3380 Peachtree Road NE, Suite 1100, Atlanta, GA 30326 | Frank DeLuca / fdeluca@horizonins.com | First-Class Mail + Email | _ | _
29 | Buckhead Executive Search Inc. | Suite 1000 | 11/01/2021 | 9,000 | $315,000 | $26,000 | 3380 Peachtree Road NE, Suite 1000, Atlanta, GA 30326 | Angela Drummond / adrummond@buckheadexec.com | First-Class Mail + Email | _ | _
30 | Atlanta Data Analytics Group LLC | Suite 900 | 01/15/2022 | 8,500 | $297,500 | $25,000 | 3380 Peachtree Road NE, Suite 900, Atlanta, GA 30326 | David Kwan / dkwan@atlantadagroup.com | First-Class Mail + Email | _ | _
31 | Oakmont Financial Planning Corp. | Suite 800 | 04/01/2022 | 7,500 | $262,500 | $22,000 | 3380 Peachtree Road NE, Suite 800, Atlanta, GA 30326 | Susan Merritt / smerritt@oakmontfp.com | First-Class Mail + Email | _ | _
32 | Southern Cypress Media LLC | Suite 700 | 06/01/2022 | 7,000 | $245,000 | $20,000 | 3380 Peachtree Road NE, Suite 700, Atlanta, GA 30326 | Brandon Torres / btorres@southerncypress.com | First-Class Mail + Email | _ | _
33 | Riverview Accounting Associates PA | Suite 600 | 09/01/2022 | 6,500 | $227,500 | $19,000 | 3380 Peachtree Road NE, Suite 600, Atlanta, GA 30326 | Linda Fairbanks / lfairbanks@riverviewacct.com | First-Class Mail + Email | _ | _
34 | Evergreen Benefits Consulting Inc. | Suite 500 | 12/01/2022 | 6,000 | $210,000 | $18,000 | 3380 Peachtree Road NE, Suite 500, Atlanta, GA 30326 | Mark Oppenheimer / moppenheimer@evergreenbene.com | First-Class Mail + Email | _ | _
35 | Piedmont Venture Capital LLC | Suite 400 | 03/15/2023 | 5,500 | $192,500 | $16,000 | 3380 Peachtree Road NE, Suite 400, Atlanta, GA 30326 | Caroline Voss / cvoss@piedmontvc.com | First-Class Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
36 | Birchwood Technology Group Inc. | Suites 100-500 | 02/01/2019 | 218,000 | $5,668,000 | $472,000 | 6200 Fairview Road, Suite 100, Charlotte, NC 28210, Attn: Director of Real Estate | Steven Hartley / shartley@birchwoodtech.com | Certified Mail + Email | _ | _
Item | Tenant Name | Suite/Unit | Lease Date | Leased RSF | ABR | Security Deposit | Tenant Notice Address | Contact Name / Email | Notice Method | Sent Date | Confirmed
37 | Volunteer Healthcare Management Inc. | Suite 300 | 03/01/2019 | 38,000 | $1,140,000 | $95,000 | 5000 Virginia Way, Suite 300, Brentwood, TN 37027 | Karen Oliphant / koliphant@volhealthcare.com | First-Class Mail + Email | _ | _
38 | Cornerstone Engineering Solutions LLC | Suite 250 | 07/15/2019 | 32,000 | $960,000 | $80,000 | 5000 Virginia Way, Suite 250, Brentwood, TN 37027 | Paul Raymond / praymond@cornerstoneeng.com | First-Class Mail + Email | _ | _
39 | Nashville FinTech Partners Corp. | Suite 200 | 01/01/2020 | 28,000 | $840,000 | $70,000 | 5000 Virginia Way, Suite 200, Brentwood, TN 37027 | Christine Yoo / cyoo@nashfintech.com | First-Class Mail + Email | _ | _
40 | Brindoval Insurance Group LLC | Suite 150 | 04/15/2020 | 22,000 | $660,000 | $55,000 | 5000 Virginia Way, Suite 150, Brentwood, TN 37027 | Alan McMasters / amcmasters@crestviewins.com | First-Class Mail + Email | _ | _
41 | Green Valley Environmental Consulting Inc. | Suite 120 | 09/01/2020 | 18,000 | $540,000 | $45,000 | 5000 Virginia Way, Suite 120, Brentwood, TN 37027 | Barbara Nolan / bnolan@greenvalleyenv.com | First-Class Mail + Email | _ | _
42 | Cumberland River Capital Advisors LP | Suite 100 | 12/15/2020 | 15,000 | $450,000 | $38,000 | 150 Fourth Avenue North, Suite 1200, Nashville, TN 37