letter-fairchild-to-pryce-closing-confirmation.docx

1036-00004 · Client 1036 · Correspondence

letter-fairchild-to-pryce-closing-confirmation.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

June 6, 2024

Matter No. 1036-00004

VIA EMAIL AND HAND DELIVERY

Nathaniel Pryce, Esq. Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Re: Closing Confirmation — Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in Fourteen Property-Owning LLCs from Greystone Meridian Partners Fund III, L.P.; Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"); Purchase Price: $1,100,000,000

Dear Nathaniel:

As you know, this firm represents Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Buyer" or "Fairwater REIT"), in connection with its acquisition of one hundred percent (100%) of the membership interests (the "Membership Interests") in the fourteen (14) property-owning limited liability companies identified herein (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), pursuant to the PSA. The purpose of this letter is to memorialize and confirm that the closing (the "Closing") of the transaction contemplated by the PSA (the "Transaction") occurred on the date hereof, June 6, 2024. As you are aware, the originally scheduled closing date under the PSA was May 31, 2024. Pursuant to the Second Amendment to the PSA, dated May 28, 2024, the parties agreed to extend the closing date to June 7, 2024 (the "Outside Date"), in order to accommodate the receipt of the final lender consent from Pinnacle Federal Bank, N.A., which consent was the sole remaining outstanding closing condition at that time. We are pleased to confirm that the Closing was effected on June 6, 2024, one (1) day prior to the extended Outside Date. Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the PSA.

Set forth below is a summary of the satisfaction of closing conditions, the financial terms of the Closing, and certain post-closing obligations of the parties.

1. Satisfaction of Closing Conditions

1.1 Lender Consents — Change of Control

The Transaction involves the transfer of 100% of the Membership Interests in the fourteen Target Entities from GMP Fund III to Fairwater REIT, constituting a change of control under each of the three loan facilities secured by the underlying real properties held by the Target Entities. Accordingly, the PSA required, as a condition to Closing, receipt of written consents to such change of control from each of the three existing lenders. We confirm that all three required lender consents have been duly obtained, as follows:

(a) Veltrano Capital Lending Corp. The consent of Veltrano Capital Lending Corp. was executed on May 17, 2024, covering Loans 2-A through 2-D, which have an aggregate outstanding principal balance ("OPB") of $142,300,000 and are governed by that certain Loan Agreement dated February 1, 2021, by and among the applicable Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender. In connection with such consent, a consent fee of $711,500 (equal to 0.50% of the aggregate OPB) was paid at the time of consent delivery.

(b) Sycamore Life Insurance Company. The consent of Sycamore Life Insurance Company was executed on May 22, 2024, covering Loans 3-A and 3-B, which have an aggregate OPB of $48,100,000 and are governed by that certain Note Purchase Agreement dated November 22, 2019, by and among the applicable Target Entities, as borrowers, and Sycamore Life Insurance Company, as lender. In connection with such consent, a consent fee of $60,125 (equal to 0.125% of the aggregate OPB) was paid at the time of consent delivery.

(c) Pinnacle Federal Bank, N.A. The consent of Pinnacle Federal Bank, N.A. was executed on June 4, 2024, covering Loans 1-A through 1-H, which have an aggregate OPB of $421,600,000 and are governed by that certain Master Loan Agreement dated September 15, 2020, by and among the applicable Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender. In connection with such consent, a consent fee of $1,054,000 (equal to 0.25% of the aggregate OPB) was paid at the time of consent delivery.

The Pinnacle Federal Bank, N.A. consent was the final outstanding closing condition under the PSA, and the receipt thereof on June 4, 2024 permitted the parties to proceed to the Closing.

The total consent fees paid in connection with the three lender consents aggregate $1,825,625. Pursuant to Section 8.4(c) of the PSA, such consent fees were split equally between Buyer and Seller, with each party bearing $912,812.50 of the aggregate amount.

In addition, we confirm the execution and delivery by Fairwater REIT of Replacement Carve-Out Guaranties in favor of each of the three lenders, replacing GMP Fund III (and its general partner, Greystone Meridian Capital LLC) as guarantor under the existing carve-out guaranties. Each Replacement Carve-Out Guaranty contains covenants requiring Fairwater REIT to maintain (i) a minimum tangible net worth of not less than $500,000,000 and (ii) minimum liquid assets of not less than $50,000,000, in each case tested on a quarterly basis in accordance with the terms of the applicable Replacement Carve-Out Guaranty. We further confirm the execution and delivery by Fairwater REIT and the applicable Target Entities of Assumption Agreements for each of the three lender facilities, pursuant to which Fairwater REIT and the Target Entities assumed all obligations of GMP Fund III and its affiliates under the respective loan documents.

1.2 Seller's Closing Deliverables

We confirm the receipt and/or delivery, as applicable, of each of the following Seller closing deliverables:

(a) Seller's Closing Certificate. GMP Fund III delivered a duly executed Seller's Closing Certificate, executed by Greystone Meridian Capital LLC, in its capacity as general partner of GMP Fund III, by Victor Lansdell, Co-Founder & Managing Partner, bringing down all of Seller's representations and warranties under Article IV of the PSA to the Closing date, and certifying that no event or circumstance has occurred that would cause any such representation or warranty to be untrue or inaccurate in any material respect as of the date of the Closing.

(b) Secretary's Certificate. Greystone Meridian Capital LLC, as general partner of GMP Fund III, delivered a Secretary's Certificate (executed by its authorized officer) attaching (i) copies of resolutions of the board of directors and executive committee of Greystone Meridian Capital LLC authorizing and approving the Transaction and the execution and delivery of the PSA and all other closing documents, (ii) an incumbency certificate identifying the officers authorized to execute documents on behalf of GMP Fund III and Greystone Meridian Capital LLC, and (iii) copies of the organizational documents of Greystone Meridian Capital LLC and GMP Fund III, including the certificate of limited partnership of GMP Fund III and the limited partnership agreement thereof, each as currently in effect.

(c) FIRPTA Certificate. GMP Fund III delivered a duly executed certification of non-foreign status (the "FIRPTA Certificate") in the form required by Section 1445 of the Internal Revenue Code and Treasury Regulation Section 1.1445-2(b)(2), certifying that GMP Fund III is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. The FIRPTA Certificate identifies GMP Fund III's employer identification number as 83-1647205.

(d) Assignments and Assumptions of Membership Interests. Fourteen (14) separate Assignments and Assumptions of Membership Interests were executed and delivered, one for each Target Entity, pursuant to which GMP Fund III assigned, transferred, conveyed, and delivered to Fairwater REIT 100% of the Membership Interests in each of the following Target Entities:

(i) GMP Fairfield I LLC; (ii) GMP Fairfield II LLC; (iii) GMP Westlake LLC; (iv) GMP Katy LLC; (v) GMP Alliance LLC; (vi) GMP Lakeland LLC; (vii) GMP Southport LLC; (viii) GMP Murfreesboro LLC; (ix) GMP Buckhead LLC; (x) GMP SouthPark LLC; (xi) GMP Cool Springs LLC; (xii) GMP Brickell LLC; (xiii) GMP Peachtree LLC; and (xiv) GMP Mount Juliet LLC.

(e) Title Affidavits. Seller delivered Owner's Affidavits (Title Affidavits) for each Target Entity to Commonwealth National Title Insurance Company, in the form required by the title company, attesting to the absence of unrecorded liens, claims, encumbrances, or other title defects affecting the properties held by each Target Entity.

(f) Bill of Sale. Seller delivered a duly executed Bill of Sale for the tangible personal property located at all fourteen (14) properties, conveying to Buyer all of Seller's right, title, and interest in and to such personal property, free and clear of all liens and encumbrances other than Permitted Exceptions.

(g) Assignment and Assumption of Leases, Contracts, and Intangibles. Seller and Buyer executed and delivered a portfolio-wide Assignment and Assumption of Leases, Contracts, and Intangibles, supplementing the entity-level transfer of the Membership Interests, and effecting the express assignment to Buyer and assumption by Buyer of all rights and obligations under the existing tenant leases, service contracts, and intangible property rights associated with the fourteen properties.

1.3 Buyer's Closing Deliverables

We confirm the delivery of each of the following Buyer closing deliverables:

(a) Buyer's Closing Certificate. Fairwater Real Estate Investment Trust delivered a duly executed Buyer's Closing Certificate, executed by Marcus Devereaux, Executive Vice President, Acquisitions, bringing down all of Buyer's representations and warranties under Article V of the PSA to the Closing date, and certifying the satisfaction of all Buyer closing conditions.

(b) Secretary's Certificate. Fairwater REIT delivered a Secretary's Certificate attaching (i) resolutions of the Board of Trustees of Fairwater REIT duly authorizing and approving the Transaction and the execution and delivery of the PSA, all amendments thereto, and all closing documents, and (ii) an incumbency certificate identifying the officers authorized to execute documents on behalf of Fairwater REIT.

(c) Replacement Carve-Out Guaranties. Three Replacement Carve-Out Guaranties were executed and delivered by Fairwater REIT, one in favor of each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as more fully described in Section 1.1 above.

(d) Assumption Agreements. Three Assumption Agreements were executed and delivered, one with respect to each of the three lender facilities, as more fully described in Section 1.1 above.

1.4 Title and Survey

We confirm the following with respect to title insurance and survey matters:

(a) Pro Forma Title Policies. Pro forma ALTA Owner's Policies of Title Insurance (2021 form) for each of the fourteen (14) properties have been reviewed and approved by Buyer. The aggregate insured amount under such policies is $1,100,000,000, allocated among the individual properties in accordance with the property-by-property schedule attached as Exhibit A to the PSA (the "Property Schedule"). The title insurer is Commonwealth National Title Insurance Company, with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated title officer for the Transaction.

(b) Resolution of Title Objections. All twenty-three (23) title objection items raised in this firm's title objection letter dated March 27, 2024 have been resolved. Specifically, Seller delivered its cure letter on April 8, 2024, addressing each of the identified objections, and Buyer issued its response (accepting Seller's proposed cures in part and counter-proposing certain additional cures) on April 11, 2024. The parties reached agreement on all remaining items, and all title objection matters are deemed fully resolved as of the Closing.

(c) Surveys. Final ALTA/NSPS Land Title Surveys prepared in accordance with the 2021 Minimum Standard Detail Requirements (including applicable Table A items requested by Buyer and the lenders) for all fourteen (14) properties were certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) to Buyer, Commonwealth National Title Insurance Company, and each of the three lenders. All survey-related objections raised by Buyer were resolved prior to the Closing.

(d) Gap Indemnity. A gap indemnity/bring-down letter was received from Commonwealth National Title Insurance Company, providing coverage for any title matters that may arise during the gap period between the most recent title search date and the date of recording of the applicable conveyance documents.

(e) Post-Closing Issuance. Final ALTA Owner's Policies of Title Insurance will be issued by Commonwealth National Title Insurance Company following the Closing and recordation of all required documents, and will be delivered to Buyer upon issuance.

1.5 Tenant Estoppels

We confirm the receipt of seventy-nine (79) duly executed tenant estoppel certificates from tenants at the fourteen properties. The executed estoppel certificates cover tenants representing $68,371,200 in aggregate in-place annual base rent, which equals 91.4% of total in-place annual base rent of $74,800,000 across the portfolio. This exceeds the estoppel threshold set forth in Section 7.1(g) of the PSA, which requires estoppels from tenants representing not less than 80% of in-place annual base rent (i.e., $59,840,000). In addition, estoppel certificates were received from all tenants occupying 25,000 or more rentable square feet ("Major Tenants"), as required by the PSA.

Six (6) tenant estoppel certificates contained discrepancies from the information reflected on the certified rent roll delivered by Seller. Each such discrepancy was resolved through supplemental disclosure provided by Seller prior to the Closing, and Buyer has confirmed its acceptance of such supplemental disclosures.

1.6 SNDAs. We confirm the receipt of thirty-four (34) of thirty-eight (38) required subordination, non-disturbance and attornment agreements ("SNDAs") from Major Tenants as of the Closing date, representing 89.5% of required SNDAs. The remaining four (4) SNDAs have not yet been delivered and are subject to the terms of that certain SNDA Post-Closing Carve-Out Side Letter (the "SNDA Side Letter"), which was executed contemporaneously with the Closing by Buyer and Seller. Pursuant to the SNDA Side Letter, Seller is obligated to use commercially reasonable efforts to obtain the remaining four (4) Major Tenant SNDAs within thirty (30) days following the Closing date (i.e., by July 6, 2024). A holdback in the amount of $200,000 from Seller's closing proceeds has been deposited with the escrow agent (Commonwealth National Title Insurance Company) and will be released to Seller upon confirmed delivery of all four remaining SNDAs. If Seller fails to deliver any or all of the remaining SNDAs within such 30-day period, the holdback (or applicable portion thereof) will be released to Buyer, subject to the terms and conditions of the SNDA Side Letter.

1.7 Escrow Arrangements

The following escrow arrangements are in effect in connection with the Transaction:

(a) Earnest Money Deposit Escrow. The aggregate earnest money deposit of $55,000,000, consisting of (i) the initial deposit of $27,500,000 deposited on March 1, 2024, and (ii) the additional hard deposit of $27,500,000 deposited on April 16, 2024, was held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the PSA. At the Closing, the entire $55,000,000 earnest money deposit (together with all interest earned thereon) was released from escrow and credited against the purchase price in accordance with Section 3.2 of the PSA.

(b) Indemnity Escrow. An amount equal to $16,500,000 (representing 1.5% of the purchase price) has been deposited with Commonwealth National Title Insurance Company, as escrow agent, pursuant to that certain Indemnity Escrow Agreement dated as of June 6, 2024 (the "Indemnity Escrow Agreement"), by and among Buyer, Seller, and the escrow agent. The Indemnity Escrow has an initial term of eighteen (18) months, expiring on December 6, 2025, which is co-terminus with the survival period for Seller's general representations and warranties under Article IV of the PSA. The Indemnity Escrow serves as a source of recovery for Buyer in the event of any claims for indemnification arising under Article IX of the PSA during the applicable survival period, subject to the terms and limitations set forth in the PSA and the Indemnity Escrow Agreement.

1.8 Insurance. We confirm the following with respect to insurance matters in connection with the Closing:

(a) Property and Casualty Insurance. Property and casualty insurance policies covering all fourteen (14) properties were bound with Ironclad Indemnity Insurance Company, effective as of the Closing date. Such policies were arranged through Hartwick Gunderson & Associates, Inc., the Buyer's insurance broker, with Peter Langford, Account Executive, serving as the primary point of contact. Evidence of such insurance coverage was provided to each of the three lenders, and additional insured and loss payee endorsements were issued in favor of each lender, as required by the applicable loan documents.

(b) Representations and Warranties Insurance. A buyer-side representations and warranties insurance policy (the "RWI Policy") was bound with Sentinel Specialty Insurance Company, with the following principal terms:

• Policy Limit: $55,000,000 (equal to 5% of the purchase price)

• Initial Retention: $11,000,000 (equal to 1% of the purchase price), decreasing to $5,500,000 (equal to 0.5% of the purchase price) at twelve (12) months following the Closing date

• Premium: $1,402,500 (equal to 2.55% of the policy limit), paid in full at the Closing

• Policy Period: Six (6) years from the Closing date for general representations and warranties; three (3) years for tax representations and warranties (co-terminus with the extended tax representation survival period set forth in the PSA)

A No-Claims Declaration was delivered by Buyer to Sentinel Specialty Insurance Company at the Closing, confirming that, as of the Closing date, Buyer is not aware of any facts or circumstances that would reasonably be expected to give rise to a claim under the RWI Policy.

1.9 Transfer Tax Filings

Transfer tax returns and declarations have been filed, or are in the process of being filed, in all applicable jurisdictions, as follows:

Pursuant to Section 8.7 of the PSA, all transfer taxes are to be split equally between Buyer and Seller, with each party bearing $1,925,000 of the estimated aggregate amount. Final transfer tax amounts will be confirmed upon completion of all filings and assessments, and any true-up required will be addressed as part of the post-closing proration adjustment process.

1.10 Transition Services Agreement

A Transition Services Agreement (the "TSA") was executed contemporaneously with the Closing by and between Argyle Property Services LLC (an affiliate of Seller currently providing property management services at the fourteen properties) and Fairwater Property Management LLC (an affiliate of Buyer). The TSA provides for a ninety (90)-day post-closing transition period (commencing June 7, 2024 and expiring September 4, 2024), during which Argyle Property Services LLC will continue to provide property management, engineering, and related operational services at each of the fourteen properties on a transitional basis. The fee for such transition services is $375,000 per month, for a total transition services fee of $1,125,000 over the 90-day period. The TSA also establishes protocols for the orderly transfer of property management responsibilities, vendor relationships, building operations, and tenant communications to Fairwater Property Management LLC.

2. Closing Financial Summary

Set forth below is a summary of the principal financial terms of the Closing:

The PCA Repair Credit of $1,070,000 represents 50% of the aggregate estimated immediate repair costs of $2,140,000 identified in the property condition assessments, allocated among the following properties:

• Buckhead Place Office Tower (GMP Buckhead LLC): $890,000

• Cool Springs Office Park (GMP Cool Springs LLC): $620,000

• Lakeland Crossings Industrial (GMP Lakeland LLC): $380,000

• SouthPark Corporate Center (GMP SouthPark LLC): $250,000

The sources of funds applied at Closing are as follows:

The assumed debt is comprised of the following facilities:

• Pinnacle Federal Bank, N.A.: $421,600,000 outstanding principal balance; fixed interest rate of 4.22% per annum; maturity date: July 1, 2028

• Veltrano Capital Lending Corp.: $142,300,000 outstanding principal balance; fixed interest rate of 4.68% per annum; maturity date: March 1, 2029

• Sycamore Life Insurance Company: $48,100,000 outstanding principal balance; fixed interest rate of 3.95% per annum; maturity date: December 1, 2030

The earnest money deposit of $55,000,000 was credited against the cash equity at Closing. A preliminary proration statement was agreed to by the parties at Closing, subject to a post-closing true-up to be completed within ninety (90) days following the Closing date (i.e., by September 4, 2024), as more fully described in Section 3 below. Detailed Closing Settlement Statements (reflecting credits, debits, and prorations for both Buyer and Seller) and a Funds Flow Memorandum were prepared separately and are on file with the escrow agent.

3. Post-Closing Obligations

The following post-closing obligations remain outstanding and will require the continued cooperation of both parties and their respective counsel:

(a) Post-Closing Proration True-Up. Pursuant to Section 8.6 of the PSA, the parties are required to prepare and deliver a final proration statement within ninety (90) days following the Closing date (i.e., by September 4, 2024). Any net adjustment resulting from the final proration statement shall be paid by the owing party within ten (10) business days of the parties' agreement on such final statement. The proration true-up will encompass, among other items, real property taxes, operating expense reimbursements, utility charges, and other customary proration items.

(b) SNDA Delivery. As described in Section 1.6 above, four (4) remaining Major Tenant SNDAs are to be delivered by Seller within thirty (30) days post-closing (by July 6, 2024). The $200,000 holdback deposited with the escrow agent will be released to Seller upon confirmed delivery of all four remaining SNDAs, or to Buyer if delivery is not timely made, in each case subject to the terms of the SNDA Side Letter.

(c) Entity Filings. Amended and Restated Operating Agreements for each of the fourteen (14) Target Entities, reflecting Fairwater REIT as the sole member, are to be executed and filed. Manager and/or member change filings are to be made with the Delaware Secretary of State (the state of organization for all fourteen Target Entities). In addition, foreign qualification updates reflecting the change in ownership and management are to be filed in each of the five states in which the Target Entities are qualified to do business: Georgia, Texas, Florida, Tennessee, and North Carolina.

(d) UCC-3 Filings. UCC-3 termination statements are to be filed to release all existing UCC financing statements that secure Seller's (or its affiliates') interest in the Target Entities or their assets, as applicable. Our office will coordinate with your firm on the preparation and filing of such termination statements.

(e) Tenant Notification Letters. Tenant notification letters, in the form previously agreed by the parties, are to be mailed and/or emailed to all eighty-seven (87) tenants across the fourteen properties on June 7, 2024, notifying tenants of the change in ownership and providing updated payment and contact instructions. Buyer's property management team will coordinate the distribution of such notices.

(f) Final Title Policies. Final ALTA Owner's Policies of Title Insurance are to be issued by Commonwealth National Title Insurance Company following the recordation of all required conveyance and ancillary documents. We will monitor the issuance of such policies and provide copies to all relevant parties upon receipt.

(g) Property Management Transition. The ninety (90)-day transition period under the Transition Services Agreement with Argyle Property Services LLC commenced on June 7, 2024 and is scheduled to conclude on September 4, 2024, at which time Fairwater Property Management LLC will assume full property management responsibilities for all fourteen properties.

(h) Operating Account Transfers. Operating accounts for the fourteen properties, currently maintained at Magnolia Commerce Bank, N.A., are to be transferred to Buyer's control. Buyer's management team will coordinate with Magnolia Commerce Bank, N.A. to effectuate the required account transfers, signatory changes, and related banking documentation.

(i) Tenant Security Deposits. Aggregate tenant security deposits of $4,283,000 are held in bank accounts of the respective Target Entities. As a result of the entity-level transfer of the Membership Interests, such security deposits are now under Buyer's control. Buyer's management team will confirm the accuracy of all security deposit balances and ensure compliance with applicable state law requirements regarding the maintenance and return of tenant security deposits.

(j) Indemnity Escrow Release. Subject to the absence of any pending or unresolved indemnification claims under Article IX of the PSA, the Indemnity Escrow is scheduled to terminate and all remaining funds therein are to be released to Seller on December 6, 2025 (eighteen (18) months following the Closing date), in accordance with the terms of the Indemnity Escrow Agreement.

4. Survival Periods and Indemnification Limitations

For ease of reference, the survival periods and indemnification limitations applicable to the Transaction, as set forth in Articles IV, V, and IX of the PSA, are summarized below:

The foregoing summary is provided for reference purposes only and is subject in all respects to the terms and conditions of the PSA and the Indemnity Escrow Agreement.

5. Local Counsel Opinions

We confirm the receipt of local counsel opinions from qualified counsel in each of the five (5) jurisdictions in which the properties are located. Each opinion addresses due authorization of the Transaction by the applicable Target Entity, enforceability of the Transaction documents, and compliance with applicable transfer tax requirements. The local counsel opinions were delivered as follows:

(a) Texas. Breckenridge Osgood LLP (James Breckenridge, Partner) delivered its opinion covering GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC, each of which owns real property located in the State of Texas.

(b) Georgia. Talmadge Beaumont LLP (Catherine Beaumont, Partner) delivered its opinion covering GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC, each of which owns real property located in the State of Georgia.

(c) North Carolina. Haversham Cole PLLC (Marshall Haversham, Partner) delivered its opinion covering GMP SouthPark LLC, which owns real property located in the State of North Carolina.

(d) Tennessee. Ellsworth Ridley LLP (Diane Ellsworth, Partner) delivered its opinion covering GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC, each of which owns real property located in the State of Tennessee.

(e) Florida. Palmetto Strauss PA (Roberto Strauss, Partner) delivered its opinion covering GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, each of which owns real property located in the State of Florida.

Based on the foregoing, we confirm that all conditions precedent to the Closing under the PSA, as amended by the First Amendment and the Second Amendment, have been duly satisfied or, where applicable, waived in accordance with the terms of the PSA. The Closing is deemed effective as of 11:59 p.m. Eastern Time on June 6, 2024, as provided in Section 8.1 of the PSA.

We kindly request that you review this closing confirmation letter and, if you are in agreement with the matters set forth herein, countersign the enclosed duplicate original in the space provided below and return it to our offices at your earliest convenience.

This letter is intended solely to memorialize and confirm the occurrence of the Closing and the satisfaction of certain closing conditions, and is not intended to modify, amend, supplement, or otherwise alter the terms or conditions of the PSA, any amendment thereto, or any of the closing documents executed and delivered in connection with the Transaction. In the event of any conflict or inconsistency between the terms of this letter and the terms of the PSA or any closing document, the terms of the PSA and the applicable closing document shall govern and control in all respects.

On behalf of the entire Calderwood & Harkness team, I would like to express our sincere appreciation for the professionalism, diligence, and responsiveness of you and your colleagues at Blackridge Hayes throughout this Transaction. It has been a pleasure working with you, Ingrid Solberg, Thomas Keating, and the rest of your team, and we look forward to the opportunity to work together again in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000

Email: dfairchild@calderwoodharkness.com

cc:

Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust Angela Fontaine, Partner, Calderwood & Harkness LLP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP Kenneth Stanhope, SVP, Commonwealth National Title Insurance Company

Enclosure: Duplicate original for countersignature

ACKNOWLEDGED AND AGREED:

BLACKRIDGE HAYES LLP

By: ________

Name: Nathaniel Pryce

Title: Partner

Date: ________

State	Estimated Transfer Tax
Georgia	~$1,250,000
Florida	~$1,680,000
Tennessee	~$740,000
North Carolina	~$180,000
Texas	No state transfer tax
Total	~$3,850,000
Item	Amount
Purchase Price	$1,100,000,000
Less: PCA Repair Credit	($1,070,000)
Adjusted Purchase Price	$1,098,930,000
Item	Amount
Total Assumed Debt	$612,000,000
Cash Equity at Closing ($488,000,000 less PCA Credit of $1,070,000)	$486,930,000
Total	$1,098,930,000
Item	Term / Amount
General Representations and Warranties — Survival	18 months from Closing (expiring December 6, 2025)
Tax Representations — Survival	36 months from Closing (expiring June 6, 2027)
General Representation Cap	$55,000,000 (5% of purchase price)
Fundamental Representation Cap	$110,000,000 (10% of purchase price)
Basket (Tipping)	$5,500,000 (0.5% of purchase price)
De Minimis Threshold (per individual claim)	$275,000

CALDERWOOD & HARKNESS LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
June 6, 2024
Matter No. 1036-00004
VIA EMAIL AND HAND DELIVERY
Nathaniel Pryce, Esq. Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Re: Closing Confirmation — Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in Fourteen Property-Owning LLCs from Greystone Meridian Partners Fund III, L.P.; Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"); Purchase Price: $1,100,000,000
Dear Nathaniel:
As you know, this firm represents Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Buyer" or "Fairwater REIT"), in connection with its acquisition of one hundred percent (100%) of the membership interests (the "Membership Interests") in the fourteen (14) property-owning limited liability companies identified herein (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), pursuant to the PSA. The purpose of this letter is to memorialize and confirm that the closing (the "Closing") of the transaction contemplated by the PSA (the "Transaction") occurred on the date hereof, June 6, 2024. As you are aware, the originally scheduled closing date under the PSA was May 31, 2024. Pursuant to the Second Amendment to the PSA, dated May 28, 2024, the parties agreed to extend the closing date to June 7, 2024 (the "Outside Date"), in order to accommodate the receipt of the final lender consent from Pinnacle Federal Bank, N.A., which consent was the sole remaining outstanding closing condition at that time. We are pleased to confirm that the Closing was effected on June 6, 2024, one (1) day prior to the extended Outside Date. Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the PSA.
Set forth below is a summary of the satisfaction of closing conditions, the financial terms of the Closing, and certain post-closing obligations of the parties.
1. Satisfaction of Closing Conditions
1.1 Lender Consents — Change of Control
The Transaction involves the transfer of 100% of the Membership Interests in the fourteen Target Entities from GMP Fund III to Fairwater REIT, constituting a change of control under each of the three loan facilities secured by the underlying real properties held by the Target Entities. Accordingly, the PSA required, as a condition to Closing, receipt of written consents to such change of control from each of the three existing lenders. We confirm that all three required lender consents have been duly obtained, as follows:
(a) Veltrano Capital Lending Corp. The consent of Veltrano Capital Lending Corp. was executed on May 17, 2024, covering Loans 2-A through 2-D, which have an aggregate outstanding principal balance ("OPB") of $142,300,000 and are governed by that certain Loan Agreement dated February 1, 2021, by and among the applicable Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender. In connection with such consent, a consent fee of $711,500 (equal to 0.50% of the aggregate OPB) was paid at the time of consent delivery.
(b) Sycamore Life Insurance Company. The consent of Sycamore Life Insurance Company was executed on May 22, 2024, covering Loans 3-A and 3-B, which have an aggregate OPB of $48,100,000 and are governed by that certain Note Purchase Agreement dated November 22, 2019, by and among the applicable Target Entities, as borrowers, and Sycamore Life Insurance Company, as lender. In connection with such consent, a consent fee of $60,125 (equal to 0.125% of the aggregate OPB) was paid at the time of consent delivery.
(c) Pinnacle Federal Bank, N.A. The consent of Pinnacle Federal Bank, N.A. was executed on June 4, 2024, covering Loans 1-A through 1-H, which have an aggregate OPB of $421,600,000 and are governed by that certain Master Loan Agreement dated September 15, 2020, by and among the applicable Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender. In connection with such consent, a consent fee of $1,054,000 (equal to 0.25% of the aggregate OPB) was paid at the time of consent delivery.
The Pinnacle Federal Bank, N.A. consent was the final outstanding closing condition under the PSA, and the receipt thereof on June 4, 2024 permitted the parties to proceed to the Closing.
The total consent fees paid in connection with the three lender consents aggregate $1,825,625. Pursuant to Section 8.4(c) of the PSA, such consent fees were split equally between Buyer and Seller, with each party bearing $912,812.50 of the aggregate amount.
In addition, we confirm the execution and delivery by Fairwater REIT of Replacement Carve-Out Guaranties in favor of each of the three lenders, replacing GMP Fund III (and its general partner, Greystone Meridian Capital LLC) as guarantor under the existing carve-out guaranties. Each Replacement Carve-Out Guaranty contains covenants requiring Fairwater REIT to maintain (i) a minimum tangible net worth of not less than $500,000,000 and (ii) minimum liquid assets of not less than $50,000,000, in each case tested on a quarterly basis in accordance with the terms of the applicable Replacement Carve-Out Guaranty. We further confirm the execution and delivery by Fairwater REIT and the applicable Target Entities of Assumption Agreements for each of the three lender facilities, pursuant to which Fairwater REIT and the Target Entities assumed all obligations of GMP Fund III and its affiliates under the respective loan documents.
1.2 Seller's Closing Deliverables
We confirm the receipt and/or delivery, as applicable, of each of the following Seller closing deliverables:
(a) Seller's Closing Certificate. GMP Fund III delivered a duly executed Seller's Closing Certificate, executed by Greystone Meridian Capital LLC, in its capacity as general partner of GMP Fund III, by Victor Lansdell, Co-Founder & Managing Partner, bringing down all of Seller's representations and warranties under Article IV of the PSA to the Closing date, and certifying that no event or circumstance has occurred that would cause any such representation or warranty to be untrue or inaccurate in any material respect as of the date of the Closing.
(b) Secretary's Certificate. Greystone Meridian Capital LLC, as general partner of GMP Fund III, delivered a Secretary's Certificate (executed by its authorized officer) attaching (i) copies of resolutions of the board of directors and executive committee of Greystone Meridian Capital LLC authorizing and approving the Transaction and the execution and delivery of the PSA and all other closing documents, (ii) an incumbency certificate identifying the officers authorized to execute documents on behalf of GMP Fund III and Greystone Meridian Capital LLC, and (iii) copies of the organizational documents of Greystone Meridian Capital LLC and GMP Fund III, including the certificate of limited partnership of GMP Fund III and the limited partnership agreement thereof, each as currently in effect.
(c) FIRPTA Certificate. GMP Fund III delivered a duly executed certification of non-foreign status (the "FIRPTA Certificate") in the form required by Section 1445 of the Internal Revenue Code and Treasury Regulation Section 1.1445-2(b)(2), certifying that GMP Fund III is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. The FIRPTA Certificate identifies GMP Fund III's employer identification number as 83-1647205.
(d) Assignments and Assumptions of Membership Interests. Fourteen (14) separate Assignments and Assumptions of Membership Interests were executed and delivered, one for each Target Entity, pursuant to which GMP Fund III assigned, transferred, conveyed, and delivered to Fairwater REIT 100% of the Membership Interests in each of the following Target Entities:
(i) GMP Fairfield I LLC; (ii) GMP Fairfield II LLC; (iii) GMP Westlake LLC; (iv) GMP Katy LLC; (v) GMP Alliance LLC; (vi) GMP Lakeland LLC; (vii) GMP Southport LLC; (viii) GMP Murfreesboro LLC; (ix) GMP Buckhead LLC; (x) GMP SouthPark LLC; (xi) GMP Cool Springs LLC; (xii) GMP Brickell LLC; (xiii) GMP Peachtree LLC; and (xiv) GMP Mount Juliet LLC.
(e) Title Affidavits. Seller delivered Owner's Affidavits (Title Affidavits) for each Target Entity to Commonwealth National Title Insurance Company, in the form required by the title company, attesting to the absence of unrecorded liens, claims, encumbrances, or other title defects affecting the properties held by each Target Entity.
(f) Bill of Sale. Seller delivered a duly executed Bill of Sale for the tangible personal property located at all fourteen (14) properties, conveying to Buyer all of Seller's right, title, and interest in and to such personal property, free and clear of all liens and encumbrances other than Permitted Exceptions.
(g) Assignment and Assumption of Leases, Contracts, and Intangibles. Seller and Buyer executed and delivered a portfolio-wide Assignment and Assumption of Leases, Contracts, and Intangibles, supplementing the entity-level transfer of the Membership Interests, and effecting the express assignment to Buyer and assumption by Buyer of all rights and obligations under the existing tenant leases, service contracts, and intangible property rights associated with the fourteen properties.
1.3 Buyer's Closing Deliverables
We confirm the delivery of each of the following Buyer closing deliverables:
(a) Buyer's Closing Certificate. Fairwater Real Estate Investment Trust delivered a duly executed Buyer's Closing Certificate, executed by Marcus Devereaux, Executive Vice President, Acquisitions, bringing down all of Buyer's representations and warranties under Article V of the PSA to the Closing date, and certifying the satisfaction of all Buyer closing conditions.
(b) Secretary's Certificate. Fairwater REIT delivered a Secretary's Certificate attaching (i) resolutions of the Board of Trustees of Fairwater REIT duly authorizing and approving the Transaction and the execution and delivery of the PSA, all amendments thereto, and all closing documents, and (ii) an incumbency certificate identifying the officers authorized to execute documents on behalf of Fairwater REIT.
(c) Replacement Carve-Out Guaranties. Three Replacement Carve-Out Guaranties were executed and delivered by Fairwater REIT, one in favor of each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as more fully described in Section 1.1 above.
(d) Assumption Agreements. Three Assumption Agreements were executed and delivered, one with respect to each of the three lender facilities, as more fully described in Section 1.1 above.
1.4 Title and Survey
We confirm the following with respect to title insurance and survey matters:
(a) Pro Forma Title Policies. Pro forma ALTA Owner's Policies of Title Insurance (2021 form) for each of the fourteen (14) properties have been reviewed and approved by Buyer. The aggregate insured amount under such policies is $1,100,000,000, allocated among the individual properties in accordance with the property-by-property schedule attached as Exhibit A to the PSA (the "Property Schedule"). The title insurer is Commonwealth National Title Insurance Company, with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated title officer for the Transaction.
(b) Resolution of Title Objections. All twenty-three (23) title objection items raised in this firm's title objection letter dated March 27, 2024 have been resolved. Specifically, Seller delivered its cure letter on April 8, 2024, addressing each of the identified objections, and Buyer issued its response (accepting Seller's proposed cures in part and counter-proposing certain additional cures) on April 11, 2024. The parties reached agreement on all remaining items, and all title objection matters are deemed fully resolved as of the Closing.
(c) Surveys. Final ALTA/NSPS Land Title Surveys prepared in accordance with the 2021 Minimum Standard Detail Requirements (including applicable Table A items requested by Buyer and the lenders) for all fourteen (14) properties were certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) to Buyer, Commonwealth National Title Insurance Company, and each of the three lenders. All survey-related objections raised by Buyer were resolved prior to the Closing.
(d) Gap Indemnity. A gap indemnity/bring-down letter was received from Commonwealth National Title Insurance Company, providing coverage for any title matters that may arise during the gap period between the most recent title search date and the date of recording of the applicable conveyance documents.
(e) Post-Closing Issuance. Final ALTA Owner's Policies of Title Insurance will be issued by Commonwealth National Title Insurance Company following the Closing and recordation of all required documents, and will be delivered to Buyer upon issuance.
1.5 Tenant Estoppels
We confirm the receipt of seventy-nine (79) duly executed tenant estoppel certificates from tenants at the fourteen properties. The executed estoppel certificates cover tenants representing $68,371,200 in aggregate in-place annual base rent, which equals 91.4% of total in-place annual base rent of $74,800,000 across the portfolio. This exceeds the estoppel threshold set forth in Section 7.1(g) of the PSA, which requires estoppels from tenants representing not less than 80% of in-place annual base rent (i.e., $59,840,000). In addition, estoppel certificates were received from all tenants occupying 25,000 or more rentable square feet ("Major Tenants"), as required by the PSA.
Six (6) tenant estoppel certificates contained discrepancies from the information reflected on the certified rent roll delivered by Seller. Each such discrepancy was resolved through supplemental disclosure provided by Seller prior to the Closing, and Buyer has confirmed its acceptance of such supplemental disclosures.
1.6 SNDAs.  We confirm the receipt of thirty-four (34) of thirty-eight (38) required subordination, non-disturbance and attornment agreements ("SNDAs") from Major Tenants as of the Closing date, representing 89.5% of required SNDAs. The remaining four (4) SNDAs have not yet been delivered and are subject to the terms of that certain SNDA Post-Closing Carve-Out Side Letter (the "SNDA Side Letter"), which was executed contemporaneously with the Closing by Buyer and Seller. Pursuant to the SNDA Side Letter, Seller is obligated to use commercially reasonable efforts to obtain the remaining four (4) Major Tenant SNDAs within thirty (30) days following the Closing date (i.e., by July 6, 2024). A holdback in the amount of $200,000 from Seller's closing proceeds has been deposited with the escrow agent (Commonwealth National Title Insurance Company) and will be released to Seller upon confirmed delivery of all four remaining SNDAs. If Seller fails to deliver any or all of the remaining SNDAs within such 30-day period, the holdback (or applicable portion thereof) will be released to Buyer, subject to the terms and conditions of the SNDA Side Letter.
1.7 Escrow Arrangements
The following escrow arrangements are in effect in connection with the Transaction:
(a) Earnest Money Deposit Escrow. The aggregate earnest money deposit of $55,000,000, consisting of (i) the initial deposit of $27,500,000 deposited on March 1, 2024, and (ii) the additional hard deposit of $27,500,000 deposited on April 16, 2024, was held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the PSA. At the Closing, the entire $55,000,000 earnest money deposit (together with all interest earned thereon) was released from escrow and credited against the purchase price in accordance with Section 3.2 of the PSA.
(b) Indemnity Escrow. An amount equal to $16,500,000 (representing 1.5% of the purchase price) has been deposited with Commonwealth National Title Insurance Company, as escrow agent, pursuant to that certain Indemnity Escrow Agreement dated as of June 6, 2024 (the "Indemnity Escrow Agreement"), by and among Buyer, Seller, and the escrow agent. The Indemnity Escrow has an initial term of eighteen (18) months, expiring on December 6, 2025, which is co-terminus with the survival period for Seller's general representations and warranties under Article IV of the PSA. The Indemnity Escrow serves as a source of recovery for Buyer in the event of any claims for indemnification arising under Article IX of the PSA during the applicable survival period, subject to the terms and limitations set forth in the PSA and the Indemnity Escrow Agreement.
1.8 Insurance.  We confirm the following with respect to insurance matters in connection with the Closing:
(a) Property and Casualty Insurance. Property and casualty insurance policies covering all fourteen (14) properties were bound with Ironclad Indemnity Insurance Company, effective as of the Closing date. Such policies were arranged through Hartwick Gunderson & Associates, Inc., the Buyer's insurance broker, with Peter Langford, Account Executive, serving as the primary point of contact. Evidence of such insurance coverage was provided to each of the three lenders, and additional insured and loss payee endorsements were issued in favor of each lender, as required by the applicable loan documents.
(b) Representations and Warranties Insurance. A buyer-side representations and warranties insurance policy (the "RWI Policy") was bound with Sentinel Specialty Insurance Company, with the following principal terms:
•  Policy Limit: $55,000,000 (equal to 5% of the purchase price)
•  Initial Retention: $11,000,000 (equal to 1% of the purchase price), decreasing to $5,500,000 (equal to 0.5% of the purchase price) at twelve (12) months following the Closing date
•  Premium: $1,402,500 (equal to 2.55% of the policy limit), paid in full at the Closing
•  Policy Period: Six (6) years from the Closing date for general representations and warranties; three (3) years for tax representations and warranties (co-terminus with the extended tax representation survival period set forth in the PSA)
A No-Claims Declaration was delivered by Buyer to Sentinel Specialty Insurance Company at the Closing, confirming that, as of the Closing date, Buyer is not aware of any facts or circumstances that would reasonably be expected to give rise to a claim under the RWI Policy.
1.9 Transfer Tax Filings
Transfer tax returns and declarations have been filed, or are in the process of being filed, in all applicable jurisdictions, as follows:
Pursuant to Section 8.7 of the PSA, all transfer taxes are to be split equally between Buyer and Seller, with each party bearing $1,925,000 of the estimated aggregate amount. Final transfer tax amounts will be confirmed upon completion of all filings and assessments, and any true-up required will be addressed as part of the post-closing proration adjustment process.
1.10 Transition Services Agreement
A Transition Services Agreement (the "TSA") was executed contemporaneously with the Closing by and between Argyle Property Services LLC (an affiliate of Seller currently providing property management services at the fourteen properties) and Fairwater Property Management LLC (an affiliate of Buyer). The TSA provides for a ninety (90)-day post-closing transition period (commencing June 7, 2024 and expiring September 4, 2024), during which Argyle Property Services LLC will continue to provide property management, engineering, and related operational services at each of the fourteen properties on a transitional basis. The fee for such transition services is $375,000 per month, for a total transition services fee of $1,125,000 over the 90-day period. The TSA also establishes protocols for the orderly transfer of property management responsibilities, vendor relationships, building operations, and tenant communications to Fairwater Property Management LLC.
2. Closing Financial Summary
Set forth below is a summary of the principal financial terms of the Closing:
The PCA Repair Credit of $1,070,000 represents 50% of the aggregate estimated immediate repair costs of $2,140,000 identified in the property condition assessments, allocated among the following properties:
•  Buckhead Place Office Tower (GMP Buckhead LLC): $890,000
•  Cool Springs Office Park (GMP Cool Springs LLC): $620,000
•  Lakeland Crossings Industrial (GMP Lakeland LLC): $380,000
•  SouthPark Corporate Center (GMP SouthPark LLC): $250,000
The sources of funds applied at Closing are as follows:
The assumed debt is comprised of the following facilities:
•  Pinnacle Federal Bank, N.A.: $421,600,000 outstanding principal balance; fixed interest rate of 4.22% per annum; maturity date: July 1, 2028
•  Veltrano Capital Lending Corp.: $142,300,000 outstanding principal balance; fixed interest rate of 4.68% per annum; maturity date: March 1, 2029
•  Sycamore Life Insurance Company: $48,100,000 outstanding principal balance; fixed interest rate of 3.95% per annum; maturity date: December 1, 2030
The earnest money deposit of $55,000,000 was credited against the cash equity at Closing. A preliminary proration statement was agreed to by the parties at Closing, subject to a post-closing true-up to be completed within ninety (90) days following the Closing date (i.e., by September 4, 2024), as more fully described in Section 3 below. Detailed Closing Settlement Statements (reflecting credits, debits, and prorations for both Buyer and Seller) and a Funds Flow Memorandum were prepared separately and are on file with the escrow agent.
3. Post-Closing Obligations
The following post-closing obligations remain outstanding and will require the continued cooperation of both parties and their respective counsel:
(a) Post-Closing Proration True-Up. Pursuant to Section 8.6 of the PSA, the parties are required to prepare and deliver a final proration statement within ninety (90) days following the Closing date (i.e., by September 4, 2024). Any net adjustment resulting from the final proration statement shall be paid by the owing party within ten (10) business days of the parties' agreement on such final statement. The proration true-up will encompass, among other items, real property taxes, operating expense reimbursements, utility charges, and other customary proration items.
(b) SNDA Delivery. As described in Section 1.6 above, four (4) remaining Major Tenant SNDAs are to be delivered by Seller within thirty (30) days post-closing (by July 6, 2024). The $200,000 holdback deposited with the escrow agent will be released to Seller upon confirmed delivery of all four remaining SNDAs, or to Buyer if delivery is not timely made, in each case subject to the terms of the SNDA Side Letter.
(c) Entity Filings. Amended and Restated Operating Agreements for each of the fourteen (14) Target Entities, reflecting Fairwater REIT as the sole member, are to be executed and filed. Manager and/or member change filings are to be made with the Delaware Secretary of State (the state of organization for all fourteen Target Entities). In addition, foreign qualification updates reflecting the change in ownership and management are to be filed in each of the five states in which the Target Entities are qualified to do business: Georgia, Texas, Florida, Tennessee, and North Carolina.
(d) UCC-3 Filings. UCC-3 termination statements are to be filed to release all existing UCC financing statements that secure Seller's (or its affiliates') interest in the Target Entities or their assets, as applicable. Our office will coordinate with your firm on the preparation and filing of such termination statements.
(e) Tenant Notification Letters. Tenant notification letters, in the form previously agreed by the parties, are to be mailed and/or emailed to all eighty-seven (87) tenants across the fourteen properties on June 7, 2024, notifying tenants of the change in ownership and providing updated payment and contact instructions. Buyer's property management team will coordinate the distribution of such notices.
(f) Final Title Policies. Final ALTA Owner's Policies of Title Insurance are to be issued by Commonwealth National Title Insurance Company following the recordation of all required conveyance and ancillary documents. We will monitor the issuance of such policies and provide copies to all relevant parties upon receipt.
(g) Property Management Transition. The ninety (90)-day transition period under the Transition Services Agreement with Argyle Property Services LLC commenced on June 7, 2024 and is scheduled to conclude on September 4, 2024, at which time Fairwater Property Management LLC will assume full property management responsibilities for all fourteen properties.
(h) Operating Account Transfers. Operating accounts for the fourteen properties, currently maintained at Magnolia Commerce Bank, N.A., are to be transferred to Buyer's control. Buyer's management team will coordinate with Magnolia Commerce Bank, N.A. to effectuate the required account transfers, signatory changes, and related banking documentation.
(i) Tenant Security Deposits. Aggregate tenant security deposits of $4,283,000 are held in bank accounts of the respective Target Entities. As a result of the entity-level transfer of the Membership Interests, such security deposits are now under Buyer's control. Buyer's management team will confirm the accuracy of all security deposit balances and ensure compliance with applicable state law requirements regarding the maintenance and return of tenant security deposits.
(j) Indemnity Escrow Release. Subject to the absence of any pending or unresolved indemnification claims under Article IX of the PSA, the Indemnity Escrow is scheduled to terminate and all remaining funds therein are to be released to Seller on December 6, 2025 (eighteen (18) months following the Closing date), in accordance with the terms of the Indemnity Escrow Agreement.
4. Survival Periods and Indemnification Limitations
For ease of reference, the survival periods and indemnification limitations applicable to the Transaction, as set forth in Articles IV, V, and IX of the PSA, are summarized below:
The foregoing summary is provided for reference purposes only and is subject in all respects to the terms and conditions of the PSA and the Indemnity Escrow Agreement.
5. Local Counsel Opinions
We confirm the receipt of local counsel opinions from qualified counsel in each of the five (5) jurisdictions in which the properties are located. Each opinion addresses due authorization of the Transaction by the applicable Target Entity, enforceability of the Transaction documents, and compliance with applicable transfer tax requirements. The local counsel opinions were delivered as follows:
(a) Texas. Breckenridge Osgood LLP (James Breckenridge, Partner) delivered its opinion covering GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC, each of which owns real property located in the State of Texas.
(b) Georgia. Talmadge Beaumont LLP (Catherine Beaumont, Partner) delivered its opinion covering GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC, each of which owns real property located in the State of Georgia.
(c) North Carolina. Haversham Cole PLLC (Marshall Haversham, Partner) delivered its opinion covering GMP SouthPark LLC, which owns real property located in the State of North Carolina.
(d) Tennessee. Ellsworth Ridley LLP (Diane Ellsworth, Partner) delivered its opinion covering GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC, each of which owns real property located in the State of Tennessee.
(e) Florida. Palmetto Strauss PA (Roberto Strauss, Partner) delivered its opinion covering GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, each of which owns real property located in the State of Florida.
Based on the foregoing, we confirm that all conditions precedent to the Closing under the PSA, as amended by the First Amendment and the Second Amendment, have been duly satisfied or, where applicable, waived in accordance with the terms of the PSA. The Closing is deemed effective as of 11:59 p.m. Eastern Time on June 6, 2024, as provided in Section 8.1 of the PSA.
We kindly request that you review this closing confirmation letter and, if you are in agreement with the matters set forth herein, countersign the enclosed duplicate original in the space provided below and return it to our offices at your earliest convenience.
This letter is intended solely to memorialize and confirm the occurrence of the Closing and the satisfaction of certain closing conditions, and is not intended to modify, amend, supplement, or otherwise alter the terms or conditions of the PSA, any amendment thereto, or any of the closing documents executed and delivered in connection with the Transaction. In the event of any conflict or inconsistency between the terms of this letter and the terms of the PSA or any closing document, the terms of the PSA and the applicable closing document shall govern and control in all respects.
On behalf of the entire Calderwood & Harkness team, I would like to express our sincere appreciation for the professionalism, diligence, and responsiveness of you and your colleagues at Blackridge Hayes throughout this Transaction. It has been a pleasure working with you, Ingrid Solberg, Thomas Keating, and the rest of your team, and we look forward to the opportunity to work together again in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000
Email: dfairchild@calderwoodharkness.com
cc:
Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust Angela Fontaine, Partner, Calderwood & Harkness LLP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP Kenneth Stanhope, SVP, Commonwealth National Title Insurance Company
Enclosure: Duplicate original for countersignature
ACKNOWLEDGED AND AGREED:
BLACKRIDGE HAYES LLP
By: ________
Name: Nathaniel Pryce
Title: Partner
Date: ________
State | Estimated Transfer Tax
Georgia | ~$1,250,000
Florida | ~$1,680,000
Tennessee | ~$740,000
North Carolina | ~$180,000
Texas | No state transfer tax
Total | ~$3,850,000
Item | Amount
Purchase Price | $1,100,000,000
Less: PCA Repair Credit | ($1,070,000)
Adjusted Purchase Price | $1,098,930,000
Item | Amount
Total Assumed Debt | $612,000,000
Cash Equity at Closing ($488,000,000 less PCA Credit of $1,070,000) | $486,930,000
Total | $1,098,930,000
Item | Term / Amount
General Representations and Warranties — Survival | 18 months from Closing (expiring December 6, 2025)
Tax Representations — Survival | 36 months from Closing (expiring June 6, 2027)
General Representation Cap | $55,000,000 (5% of purchase price)
Fundamental Representation Cap | $110,000,000 (10% of purchase price)
Basket (Tipping) | $5,500,000 (0.5% of purchase price)
De Minimis Threshold (per individual claim) | $275,000

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