1036-00004 · Client 1036 · Estoppels & SNDAs

estoppel-snda-compliance-certificate.docx DOCUMENT Real Estate

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ESTOPPEL AND SNDA COMPLIANCE CERTIFICATE

Delivered Pursuant to Section 8.2(d) of the Purchase and Sale Agreement

June 6, 2024

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

Delivered by: Calderwood & Harkness LLP, as counsel to Buyer

Delivered to:

Fairwater Real Estate Investment Trust

Attention: David Elgin Park, General Counsel, and Marcus Devereaux, EVP, Acquisitions

7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Copy to:

Camille Oduya, In-House Real Estate Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Matter Number: 1036-00004

SECTION 1: RECITALS AND BACKGROUND

A. The PSA provides for Buyer's acquisition of one hundred percent (100%) of the membership interests (the "Interests") in each of the fourteen (14) property-owning Delaware limited liability companies identified below (each, a "Target Entity" and collectively, the "Target Entities") from Seller, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to the adjustments and prorations set forth therein.

B. The fourteen (14) Target Entities are as follows:

1. GMP Fairfield I LLC

2. GMP Fairfield II LLC

3. GMP Westlake LLC

4. GMP Katy LLC

5. GMP Alliance LLC

6. GMP Lakeland LLC

7. GMP Southport LLC

8. GMP Murfreesboro LLC

9. GMP Buckhead LLC

10. GMP SouthPark LLC

11. GMP Cool Springs LLC

12. GMP Brickell LLC

13. GMP Peachtree LLC

14. GMP Mount Juliet LLC

C. Each Target Entity owns and operates one commercial real property. In the aggregate, the portfolio comprises fourteen (14) properties located across five (5) states — specifically, four (4) properties in the State of Georgia, three (3) properties in the State of Texas, three (3) properties in the State of Florida, three (3) properties in the State of Tennessee, and one (1) property in the State of North Carolina (collectively, the "Portfolio"). The Portfolio encompasses approximately 5,224,000 rentable square feet ("RSF") and is subject to eighty-seven (87) leases (each, a "Lease" and collectively, the "Leases"), as set forth on the rent roll attached to the PSA as Exhibit H (the "Rent Roll"), dated as of December 31, 2023.

D. The annual in-place base rent attributable to the Portfolio as of the date of the Rent Roll is Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) (the "Annual Base Rent" or "ABR").

E. The PSA establishes certain conditions precedent to Buyer's obligation to consummate the closing of the transaction contemplated thereunder (the "Closing"), including, without limitation, conditions relating to (i) the delivery by Seller of executed tenant estoppel certificates from tenants under the Leases (each, an "Estoppel Certificate") and (ii) the execution and delivery of subordination, non-disturbance and attornment agreements (each, an "SNDA") by applicable tenants and the existing mortgage lenders whose loans encumber the properties comprising the Portfolio.

F. The date of the Closing is June 6, 2024 (the "Closing Date").

G. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the PSA.

H. Calderwood & Harkness LLP delivers this Estoppel and SNDA Compliance Certificate (this "Certificate") to Buyer in connection with the satisfaction of the conditions precedent described above and the Closing of the transaction on the Closing Date.

SECTION 2: ESTOPPEL CERTIFICATE CONDITION — PSA REQUIREMENTS

Section 8.2(d)(i) of the PSA sets forth the conditions precedent relating to the delivery of Estoppel Certificates. The requirements contained therein, as modified by the First Amendment dated April 12, 2024 (the "First Amendment"), are summarized below in substance:

(a) Seller shall deliver, or cause to be delivered, to Buyer executed Estoppel Certificates from tenants under the Leases representing not less than eighty percent (80%) of the annual in-place base rent of the Portfolio. Based on the Rent Roll, this threshold requires Estoppel Certificates covering not less than Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) of ABR (i.e., 80% × $74,800,000 = $59,840,000).

(b) Without limiting the foregoing, Seller shall deliver, or cause to be delivered, an executed Estoppel Certificate from every tenant occupying twenty-five thousand (25,000) or more rentable square feet under its applicable Lease (each such tenant, a "Major Tenant"), regardless of such tenant's share of the aggregate ABR. No exception to the Major Tenant requirement shall be permitted without the prior written consent of Buyer.

(c) Each Estoppel Certificate shall be in substantially the form attached to the PSA as Exhibit E (the "Estoppel Form") or, in the alternative, in such other form as is reasonably acceptable to Buyer and to Buyer's lenders (including, without limitation, the lenders providing financing in connection with the assumption of the existing mortgage debt encumbering the Portfolio). It is understood and agreed that minor and immaterial modifications to the Estoppel Form shall be acceptable so long as such modifications do not alter the substantive representations, confirmations, or acknowledgments contained in the Estoppel Form and are approved by Buyer's counsel.

(d) The deadline for delivery of all required Estoppel Certificates, as extended by the First Amendment, is May 15, 2024 (the "Estoppel Delivery Deadline"). Estoppel Certificates received after the Estoppel Delivery Deadline but prior to the Closing Date shall be counted toward satisfaction of the estoppel condition, provided that Buyer's right to terminate the PSA for failure to satisfy such condition by the Estoppel Delivery Deadline is not exercised prior to receipt of such late-delivered Estoppel Certificates.

The foregoing summarizes the applicable PSA provisions. This Certificate does not purport to restate the PSA in its entirety, and the PSA itself shall control in the event of any inconsistency between this summary and the terms of the PSA.

SECTION 3: ESTOPPEL CERTIFICATE COMPLIANCE — FINDINGS

3.1 Estoppel Certificates Received

As of the Closing Date, the following Estoppel Certificate coverage has been achieved:

• Total Leases in the Portfolio: 87

• Total Estoppel Certificates executed and received by Calderwood & Harkness LLP as of the Closing Date (June 6, 2024): 79 out of 87

• ABR covered by received Estoppel Certificates: $68,371,200

• Percentage of total in-place ABR: $68,371,200 ÷ $74,800,000 = 91.4%

• PSA threshold: 80% of ABR ($59,840,000)

Conclusion: The aggregate ABR covered by the seventy-nine (79) executed Estoppel Certificates received as of the Closing Date totals $68,371,200, which represents 91.4% of the total in-place ABR of $74,800,000. This coverage exceeds the PSA's 80% threshold by 11.4 percentage points in proportional terms and by $8,531,200 in dollar terms (i.e., $68,371,200 − $59,840,000 = $8,531,200). Accordingly, the aggregate coverage requirement set forth in Section 8.2(d)(i)(a) of the PSA has been satisfied.

3.2 Major Tenant Estoppels

All Major Tenants — that is, all tenants occupying 25,000 or more rentable square feet under their respective Leases — have delivered executed Estoppel Certificates. No Major Tenant Estoppel Certificate remains outstanding as of the Closing Date. The requirement set forth in Section 8.2(d)(i)(b) of the PSA has accordingly been satisfied in full.

For reference, the five (5) largest tenants by ABR, each of which constitutes a Major Tenant, and the status of their respective Estoppel Certificates are set forth below:

These five tenants represent, in the aggregate, 2,202,000 RSF and $33,446,000 of ABR, or approximately 44.7% of the total Portfolio ABR. Each has delivered an executed Estoppel Certificate that has been reviewed and confirmed as compliant by Calderwood & Harkness LLP.

A complete property-by-property summary of Estoppel Certificate coverage is attached hereto as Exhibit A.

3.3 Form Compliance

All seventy-nine (79) executed Estoppel Certificates have been individually reviewed by Calderwood & Harkness LLP for conformity with the Estoppel Form attached as Exhibit E to the PSA and for substantive accuracy against the information set forth in the Rent Roll and the applicable Lease files.

During the course of this review, Calderwood & Harkness LLP identified six (6) Estoppel Certificates that initially contained discrepancies from the Rent Roll or from the terms of the applicable underlying Leases. These discrepancies were detailed in the Estoppel Review Memorandum — Material Discrepancies prepared by Calderwood & Harkness LLP and dated May 8, 2024 (the "Estoppel Review Memorandum"), which was circulated to Buyer and to Seller's counsel, Blackridge Hayes LLP. The discrepancies related to, among other things, variations in the stated commencement dates, differences in the stated amount of security deposits held by the landlord, and inconsistencies regarding the existence of outstanding tenant improvement allowances or rent abatement credits.

All six (6) discrepancies were subsequently resolved through supplemental disclosure and corrective documentation provided by Seller to Buyer prior to the Closing Date. Corrected or supplemented Estoppel Certificates were received in four (4) instances, and in the remaining two (2) instances, Seller provided written explanations and supporting documentation satisfactory to Buyer confirming that the discrepancies were the result of clerical errors in the Rent Roll rather than substantive tenant disputes. The Estoppel Review Memorandum, together with the supplemental disclosure materials, is included among the reference documents listed in Section 7 below.

Upon completion of this review and resolution process, Calderwood & Harkness LLP confirms that all seventy-nine (79) executed Estoppel Certificates are in the form of Exhibit E to the PSA or in such other form as is reasonably acceptable to Buyer and to Buyer's lenders. No Estoppel Certificate contains any material qualification, exception, or adverse claim that has not been previously disclosed to and acknowledged by Buyer.

With respect to the eight (8) Leases for which Estoppel Certificates were not returned, those Leases are held by tenants with aggregate ABR of $6,428,800. Each of these eight (8) tenants occupies fewer than 25,000 RSF and therefore none is classified as a Major Tenant under the PSA. The non-receipt of Estoppel Certificates from these tenants does not prevent satisfaction of either the aggregate 80% ABR coverage threshold or the Major Tenant estoppel requirement.

3.4 Estoppel Compliance Conclusion

Based upon the foregoing analysis and the review conducted by Calderwood & Harkness LLP, the estoppel certificate condition precedent set forth in Section 8.2(d)(i) of the PSA has been satisfied in all material respects as of the Closing Date. Specifically:

(i) Estoppel Certificates covering 91.4% of the total in-place ABR have been received, exceeding the 80% threshold required by the PSA;

(ii) Executed Estoppel Certificates have been received from all Major Tenants without exception; and

(iii) All received Estoppel Certificates are in the form of Exhibit E to the PSA or in form reasonably acceptable to Buyer and Buyer's lenders.

SECTION 4: SNDA CONDITION — PSA REQUIREMENTS

Section 8.2(d)(ii) of the PSA sets forth the conditions precedent relating to the execution and delivery of subordination, non-disturbance and attornment agreements. The requirements contained therein are summarized below in substance:

(a) Buyer is obligated to deliver SNDAs to all Major Tenants, defined for purposes of the SNDA condition as tenants with annual base rent of One Million Five Hundred Thousand Dollars ($1,500,000) or more per annum (as distinct from the Major Tenant definition used for purposes of the estoppel condition, which is based on occupancy of 25,000 or more RSF). Each such tenant is required to execute and deliver an SNDA in connection with the Closing.

(b) Each SNDA shall be in the form attached to the PSA as Exhibit F (the "SNDA Form"), with such modifications as may be required by the applicable existing mortgage lender to conform to the terms of the applicable loan documents, provided that no such modification materially diminishes the non-disturbance protections afforded to the applicable tenant.

(c) The deadline for delivery of all required SNDAs is May 15, 2024 (the "SNDA Delivery Deadline"), as set forth in the PSA as originally executed.

(d) Each SNDA requires execution by: (i) the applicable tenant; and (ii) the applicable existing mortgage lender whose loan is secured by a deed of trust or mortgage encumbering the property at which such tenant is located. The three existing mortgage lenders are:

• Pinnacle Federal Bank, N.A.

• Veltrano Capital Lending Corp.

• Sycamore Life Insurance Company

The signature of the applicable Target Entity (as landlord) is also required on each SNDA but is within Seller's control and, accordingly, is not the subject of this compliance analysis.

SECTION 5: SNDA COMPLIANCE — FINDINGS

5.1 Required SNDAs

Based on Calderwood & Harkness LLP's review of the Rent Roll and the SNDA Tracking Spreadsheet, the total number of Major Tenant SNDAs required under Section 8.2(d)(ii) of the PSA is thirty-eight (38). This figure encompasses all tenants with ABR of $1,500,000 or more per annum across all fourteen (14) properties comprising the Portfolio, taking into account all three existing lender relationships. A complete property-by-property breakdown is attached hereto as Exhibit B.

5.2 SNDAs Executed as of Closing

As of the Closing Date (June 6, 2024), thirty-four (34) of the thirty-eight (38) required SNDAs have been fully executed by all required parties (i.e., the applicable tenant, the applicable existing mortgage lender, and the applicable Target Entity as landlord) and have been received by Calderwood & Harkness LLP.

This represents a completion rate of 89.5% (34 ÷ 38 = 89.5%) of the total required Major Tenant SNDAs.

All thirty-four (34) executed SNDAs have been reviewed by Calderwood & Harkness LLP and confirmed to be in the form of Exhibit F to the PSA, or in such modified form as required by the applicable existing mortgage lender and as approved by Buyer. No executed SNDA contains any material non-conformity with the SNDA Form that has not been reviewed and accepted by Buyer.

5.3 Outstanding SNDAs — Post-Closing Carve-Out

Four (4) Major Tenant SNDAs remain outstanding as of the Closing Date. These four (4) SNDAs relate to tenants at properties encumbered by mortgages held by different lenders, and the delays in execution resulted from tenant-side administrative processes rather than lender objection or non-cooperation.

In order to permit the Closing to proceed on the scheduled Closing Date notwithstanding the non-receipt of these four (4) outstanding SNDAs, Buyer and Seller have negotiated and executed, concurrently with the Closing, an SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "SNDA Side Letter"). The SNDA Side Letter sets forth the following terms and arrangements:

(i) Seller has agreed to use commercially reasonable efforts to cause the four (4) remaining tenants to execute and deliver their respective SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024);

(ii) A holdback in the amount of Two Hundred Thousand Dollars ($200,000) has been withheld from Seller's closing proceeds and is being held by the Title Company (as defined in the PSA) in escrow pending delivery of the four (4) outstanding SNDAs;

(iii) Upon delivery of all four (4) outstanding SNDAs to Buyer (or Buyer's counsel) within the thirty (30)-day post-closing delivery period, the $200,000 holdback shall be released to Seller in its entirety, without deduction or offset;

(iv) In the event that one or more of the four (4) outstanding SNDAs are not delivered within the thirty (30)-day post-closing delivery period, the parties shall confer in good faith regarding the disposition of the holdback and the applicability of any remedial provisions under the PSA; and

(v) The execution and delivery of the SNDA Side Letter constitutes mutual agreement by Buyer and Seller that the Closing may proceed notwithstanding the four (4) outstanding SNDAs, and Buyer's acceptance of the post-closing delivery arrangement shall not constitute a waiver of Buyer's rights under the PSA with respect to any breach by Seller of its obligations thereunder.

The PSA, as interpreted by the parties and documented in the SNDA Side Letter, permits the Closing to occur notwithstanding the four (4) outstanding SNDAs, provided the post-closing carve-out arrangement described above is in place at Closing.

5.4 SNDA Compliance Conclusion

Based upon the foregoing analysis and the review conducted by Calderwood & Harkness LLP, the SNDA condition precedent set forth in Section 8.2(d)(ii) of the PSA has been satisfied in all material respects as of the Closing Date, subject to the post-closing delivery carve-out for four (4) Major Tenant SNDAs as agreed by Buyer and Seller in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024. Specifically:

(i) Thirty-four (34) of thirty-eight (38) required Major Tenant SNDAs have been fully executed and delivered prior to Closing;

(ii) The four (4) remaining outstanding SNDAs are the subject of a negotiated post-closing delivery arrangement, including a $200,000 holdback from Seller's closing proceeds; and

(iii) All executed SNDAs are in the form of Exhibit F to the PSA or in form acceptable to Buyer and the applicable existing mortgage lenders.

SECTION 6: ASSUMED LOAN LENDER COORDINATION

The SNDAs were coordinated with all three existing mortgage lenders whose debt is being assumed by Buyer in connection with the transaction contemplated by the PSA. The aggregate outstanding principal balance of the assumed debt is Six Hundred Twelve Million Dollars ($612,000,000). The lender-by-lender details are as follows:

Each of the three existing mortgage lenders has executed a lender consent to the change of control resulting from Buyer's acquisition of the Interests. The lender consents were negotiated and finalized through coordination between Calderwood & Harkness LLP (as counsel to Buyer), Blackridge Hayes LLP (as counsel to Seller), and each lender's respective outside counsel, as follows:

• Pinnacle Federal Bank, N.A. — represented by Whitfield & Archer LLP

• Veltrano Capital Lending Corp. — represented by Cranford McCabe LLP

• Sycamore Life Insurance Company — represented by Partridge Wynn & Slater LLP

Calderwood & Harkness LLP confirms that counsel for each of the three existing mortgage lenders has confirmed, in writing or by electronic mail communication prior to the Closing Date, that the Estoppel Certificates and SNDAs delivered in connection with the transaction satisfy the requirements under the applicable loan documents for the change of control consent. These confirmations address the sufficiency of both the form and the coverage of the Estoppel Certificates and SNDAs as they relate to each lender's loan document requirements, which in certain cases impose estoppel and SNDA requirements that differ from (and in some instances exceed) those set forth in the PSA. The lender confirmations are on file with Calderwood & Harkness LLP and are available for review upon request.

SECTION 7: REFERENCE DOCUMENTS AND EXHIBITS

In preparing this Certificate, Calderwood & Harkness LLP has reviewed and relied upon the following documents (collectively, the "Reference Documents"):

(a) Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024, together with all exhibits and schedules thereto;

(b) Rent Roll (PSA Exhibit H) as of December 31, 2023, as provided by Seller, setting forth the lease-by-lease detail for all eighty-seven (87) Leases, including tenant name, premises address, rentable square footage, annual base rent, lease commencement and expiration dates, and security deposit information;

(c) Estoppel Tracking Spreadsheet (Final), prepared by Calderwood & Harkness LLP, comprising a compilation of all eighty-seven (87) tenant estoppels with the current status of each (received, pending, or not returned), dates of execution, and ABR coverage calculations;

(d) Estoppel Certificate Compilation, consisting of the seventy-nine (79) executed Estoppel Certificates received as of the Closing Date, organized by property and indexed alphabetically by tenant name;

(e) Estoppel Review Memorandum — Material Discrepancies, dated May 8, 2024, prepared by Calderwood & Harkness LLP, identifying six (6) Estoppel Certificates that initially contained discrepancies from the Rent Roll or applicable Lease terms, together with Seller's supplemental disclosure and corrective documentation resolving such discrepancies;

(f) SNDA Tracking Spreadsheet (Final), prepared by Calderwood & Harkness LLP, comprising a tracker for all thirty-eight (38) required Major Tenant SNDAs, with the current status of each (fully executed, pending tenant signature, or pending lender signature), applicable lender, and post-closing carve-out designation;

(g) SNDA Compilation, consisting of the thirty-four (34) executed SNDAs received as of the Closing Date, organized by property and lender; and

(h) SNDA Post-Closing Carve-Out Side Letter, dated June 6, 2024, executed by Buyer and Seller, setting forth the terms of the post-closing SNDA delivery arrangement and the $200,000 holdback.

Copies of the Reference Documents are maintained in Calderwood & Harkness LLP's transaction closing files and are available for review by Buyer and its authorized representatives upon reasonable request.

SECTION 8: QUALIFICATIONS AND LIMITATIONS

This Certificate is delivered subject to the following qualifications and limitations, each of which is material to the certifications contained herein:

8.1 This Certificate is delivered solely for the benefit of Fairwater Real Estate Investment Trust and its officers, directors, and trustees in connection with the Closing of the transaction contemplated by the PSA. This Certificate is not intended for and shall not be used for any other purpose.

8.2 In preparing this Certificate, Calderwood & Harkness LLP has relied upon: (i) the executed Estoppel Certificates and SNDAs as delivered, without independent verification of the accuracy of the statements, representations, or confirmations contained therein; (ii) the Rent Roll provided by Seller, which Calderwood & Harkness LLP has not independently audited or verified; and (iii) information, documents, and representations provided by Seller and Seller's counsel, Blackridge Hayes LLP, in connection with the transaction, including without limitation the supplemental disclosure materials described in Section 3.3 above. Calderwood & Harkness LLP has assumed the accuracy and completeness of all such information for purposes of this Certificate.

8.3 This Certificate does not constitute a legal opinion. Nothing contained herein shall be construed as an opinion of law, an opinion as to the enforceability or validity of any Lease, Estoppel Certificate, or SNDA, or a legal conclusion regarding the rights or obligations of any party under any such instrument. This Certificate is a factual compliance certification based upon Calderwood & Harkness LLP's review of the documents described herein.

8.4 This Certificate is not a guaranty of the accuracy of the information contained in any individual Estoppel Certificate or SNDA. Calderwood & Harkness LLP has not independently investigated or confirmed the truthfulness of the statements made by any tenant in any Estoppel Certificate or the accuracy of any representation made by any lender in any SNDA.

8.5 No third party — including, without limitation, any lender, title company, surveyor, insurer, or rating agency — may rely on this Certificate without the prior written consent of Calderwood & Harkness LLP. Any such reliance without consent shall be at such third party's sole risk and without recourse to Calderwood & Harkness LLP.

SECTION 9: CERTIFICATION

Based on the foregoing review, analysis, and findings, and subject to the qualifications and limitations set forth in Section 8 above, Calderwood & Harkness LLP hereby certifies to Fairwater Real Estate Investment Trust that, as of the Closing Date (June 6, 2024), the conditions precedent set forth in the PSA with respect to:

(a) tenant estoppel certificates (Section 8.2(d)(i) of the PSA); and

(b) subordination, non-disturbance and attornment agreements (Section 8.2(d)(ii) of the PSA)

have been satisfied in all material respects, subject to the post-closing SNDA delivery carve-out for four (4) Major Tenant SNDAs as agreed by Buyer and Seller in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024.

This Certificate is delivered as of the date first set forth above.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner

Address: 450 Park Avenue, 28th Floor

New York, New York 10022

Date: June 6, 2024

Acknowledged by:

________________________________________

Name: Grace Nakamura

Title: Lead Associate

Address: 450 Park Avenue, 28th Floor

New York, New York 10022

Date: June 6, 2024

EXHIBIT A

Summary of Estoppel Certificate Coverage

The following table sets forth, on a property-by-property basis, the status of Estoppel Certificate delivery as of the Closing Date (June 6, 2024). All ABR figures are derived from the Rent Roll (PSA Exhibit H) as of December 31, 2023.

Notes:

1. The PSA requires Estoppel Certificates covering not less than 80% of total ABR, which equals $59,840,000 (80% × $74,800,000). The aggregate ABR covered by received Estoppel Certificates is $68,371,200, exceeding the required threshold by $8,531,200.

2. All eight (8) Leases for which Estoppel Certificates were not received are held by tenants occupying fewer than 25,000 RSF; none is classified as a Major Tenant under the PSA.

3. ABR figures are rounded to the nearest $1,000 for presentation purposes. Totals are calculated from unrounded figures and may reflect minor rounding adjustments.

EXHIBIT B

Summary of SNDA Status

The following table sets forth, on a property-by-property basis, the status of Major Tenant SNDA execution and delivery as of the Closing Date (June 6, 2024). "Major Tenant" for purposes of the SNDA condition is defined as any tenant with ABR of $1,500,000 or more per annum.

Notes:

1. The four (4) outstanding SNDAs are subject to the post-closing delivery arrangement set forth in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024. Seller has agreed to use commercially reasonable efforts to cause the four (4) remaining tenants to execute and deliver their respective SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024).

2. A holdback of $200,000 from Seller's closing proceeds has been withheld and is held in escrow by the Title Company pending delivery of the four (4) outstanding SNDAs. Upon delivery of all four (4) outstanding SNDAs within the 30-day post-closing delivery period, the holdback will be released to Seller in its entirety.

3. The lender breakdown for the 38 required SNDAs is as follows: Pinnacle Federal Bank, N.A. — 22 SNDAs (20 executed, 2 outstanding); Veltrano Capital Lending Corp. — 12 SNDAs (11 executed, 1 outstanding); Sycamore Life Insurance Company — 4 SNDAs (3 executed, 1 outstanding).

4. Cross-reference: SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, executed by Greystone Meridian Partners Fund III, L.P. (as Seller) and Fairwater Real Estate Investment Trust (as Buyer).

This Certificate, including Exhibits A and B, comprises the complete Estoppel and SNDA Compliance Certificate delivered by Calderwood & Harkness LLP in connection with the closing of the transaction contemplated by the Purchase and Sale Agreement dated February 28, 2024, as amended. This document is confidential and is subject to the limitations set forth in Section 8 hereof.

Tenant	RSF	ABR	% of Total ABR	Estoppel Status
Cascade Supply Chain Solutions Inc.	624,000	$8,736,000	11.7%	Received
Zynvaro Distribution Holdings LLC	538,000	$7,532,000	10.1%	Received
Thornton-Whitaker Pharmaceuticals Corp.	412,000	$6,180,000	8.3%	Received
Birchwood Technology Group Inc.	218,000	$5,668,000	7.6%	Received
Atlas Freight Logistics Corp.	410,000	$5,330,000	7.1%	Received
Lender	Outstanding Principal Balance	Number of Properties	Property Type	Lender Consent Date
Pinnacle Federal Bank, N.A.	$421,600,000	8	Logistics	June 4, 2024
Veltrano Capital Lending Corp.	$142,300,000	4	Office	May 17, 2024
Sycamore Life Insurance Company	$48,100,000	2	Logistics	May 22, 2024
Total	$612,000,000	14
Property Name	Target Entity	No. of Leases	No. of Estoppels Received	ABR Covered by Estoppels	ABR Not Covered	Coverage %
Fairfield I	GMP Fairfield I LLC	9	8	$7,240,000	$412,000	94.6%
Fairfield II	GMP Fairfield II LLC	7	7	$6,118,400	$0	100.0%
Westlake	GMP Westlake LLC	8	7	$5,890,000	$578,800	91.1%
Katy	GMP Katy LLC	5	5	$4,712,000	$0	100.0%
Alliance	GMP Alliance LLC	6	6	$5,330,000	$0	100.0%
Lakeland	GMP Lakeland LLC	7	6	$4,156,800	$716,000	85.3%
Southport	GMP Southport LLC	4	4	$3,940,000	$0	100.0%
Murfreesboro	GMP Murfreesboro LLC	6	5	$4,480,000	$892,000	83.4%
Buckhead	GMP Buckhead LLC	8	7	$6,412,000	$1,156,000	84.7%
SouthPark	GMP SouthPark LLC	5	5	$5,668,000	$0	100.0%
Cool Springs	GMP Cool Springs LLC	6	6	$4,236,000	$0	100.0%
Brickell	GMP Brickell LLC	7	6	$5,024,000	$1,124,000	81.7%
Peachtree	GMP Peachtree LLC	5	4	$2,632,000	$1,048,000	71.5%

Mount Juliet	GMP Mount Juliet LLC	4	3	$2,532,000	$502,000	83.5%
TOTALS	87	79	$68,371,200	$6,428,800	91.4%
Property Name	Target Entity	Applicable Lender	No. of Required SNDAs	No. Executed at Closing	Outstanding (Post-Closing Carve-Out)
Fairfield I	GMP Fairfield I LLC	Pinnacle Federal Bank, N.A.	4	4	0
Fairfield II	GMP Fairfield II LLC	Pinnacle Federal Bank, N.A.	3	3	0
Westlake	GMP Westlake LLC	Pinnacle Federal Bank, N.A.	3	3	0
Katy	GMP Katy LLC	Pinnacle Federal Bank, N.A.	2	2	0
Alliance	GMP Alliance LLC	Pinnacle Federal Bank, N.A.	3	2	1
Lakeland	GMP Lakeland LLC	Pinnacle Federal Bank, N.A.	2	2	0
Southport	GMP Southport LLC	Pinnacle Federal Bank, N.A.	2	2	0
Murfreesboro	GMP Murfreesboro LLC	Pinnacle Federal Bank, N.A.	3	2	1
Buckhead	GMP Buckhead LLC	Veltrano Capital Lending Corp.	4	4	0
SouthPark	GMP SouthPark LLC	Veltrano Capital Lending Corp.	3	3	0
Cool Springs	GMP Cool Springs LLC	Veltrano Capital Lending Corp.	3	2	1
Brickell	GMP Brickell LLC	Veltrano Capital Lending Corp.	2	2	0
Peachtree	GMP Peachtree LLC	Sycamore Life Insurance Company	2	2	0
Mount Juliet	GMP Mount Juliet LLC	Sycamore Life Insurance Company	2	1	1
TOTALS	38	34	4

ESTOPPEL AND SNDA COMPLIANCE CERTIFICATE
Delivered Pursuant to Section 8.2(d) of the Purchase and Sale Agreement
June 6, 2024
Reference Transaction: Purchase and Sale Agreement dated February 28, 2024 (as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024) (as so amended, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
Delivered by: Calderwood & Harkness LLP, as counsel to Buyer
Delivered to:
Fairwater Real Estate Investment Trust
Attention: David Elgin Park, General Counsel, and Marcus Devereaux, EVP, Acquisitions
7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Copy to:
Camille Oduya, In-House Real Estate Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Matter Number: 1036-00004
SECTION 1: RECITALS AND BACKGROUND
A. The PSA provides for Buyer's acquisition of one hundred percent (100%) of the membership interests (the "Interests") in each of the fourteen (14) property-owning Delaware limited liability companies identified below (each, a "Target Entity" and collectively, the "Target Entities") from Seller, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to the adjustments and prorations set forth therein.
B. The fourteen (14) Target Entities are as follows:
1.  GMP Fairfield I LLC
2.  GMP Fairfield II LLC
3.  GMP Westlake LLC
4.  GMP Katy LLC
5.  GMP Alliance LLC
6.  GMP Lakeland LLC
7.  GMP Southport LLC
8.  GMP Murfreesboro LLC
9.  GMP Buckhead LLC
10.  GMP SouthPark LLC
11.  GMP Cool Springs LLC
12.  GMP Brickell LLC
13.  GMP Peachtree LLC
14.  GMP Mount Juliet LLC
C. Each Target Entity owns and operates one commercial real property. In the aggregate, the portfolio comprises fourteen (14) properties located across five (5) states — specifically, four (4) properties in the State of Georgia, three (3) properties in the State of Texas, three (3) properties in the State of Florida, three (3) properties in the State of Tennessee, and one (1) property in the State of North Carolina (collectively, the "Portfolio"). The Portfolio encompasses approximately 5,224,000 rentable square feet ("RSF") and is subject to eighty-seven (87) leases (each, a "Lease" and collectively, the "Leases"), as set forth on the rent roll attached to the PSA as Exhibit H (the "Rent Roll"), dated as of December 31, 2023.
D. The annual in-place base rent attributable to the Portfolio as of the date of the Rent Roll is Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) (the "Annual Base Rent" or "ABR").
E. The PSA establishes certain conditions precedent to Buyer's obligation to consummate the closing of the transaction contemplated thereunder (the "Closing"), including, without limitation, conditions relating to (i) the delivery by Seller of executed tenant estoppel certificates from tenants under the Leases (each, an "Estoppel Certificate") and (ii) the execution and delivery of subordination, non-disturbance and attornment agreements (each, an "SNDA") by applicable tenants and the existing mortgage lenders whose loans encumber the properties comprising the Portfolio.
F. The date of the Closing is June 6, 2024 (the "Closing Date").
G. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the PSA.
H. Calderwood & Harkness LLP delivers this Estoppel and SNDA Compliance Certificate (this "Certificate") to Buyer in connection with the satisfaction of the conditions precedent described above and the Closing of the transaction on the Closing Date.
SECTION 2: ESTOPPEL CERTIFICATE CONDITION — PSA REQUIREMENTS
Section 8.2(d)(i) of the PSA sets forth the conditions precedent relating to the delivery of Estoppel Certificates. The requirements contained therein, as modified by the First Amendment dated April 12, 2024 (the "First Amendment"), are summarized below in substance:
(a) Seller shall deliver, or cause to be delivered, to Buyer executed Estoppel Certificates from tenants under the Leases representing not less than eighty percent (80%) of the annual in-place base rent of the Portfolio. Based on the Rent Roll, this threshold requires Estoppel Certificates covering not less than Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) of ABR (i.e., 80% × $74,800,000 = $59,840,000).
(b) Without limiting the foregoing, Seller shall deliver, or cause to be delivered, an executed Estoppel Certificate from every tenant occupying twenty-five thousand (25,000) or more rentable square feet under its applicable Lease (each such tenant, a "Major Tenant"), regardless of such tenant's share of the aggregate ABR. No exception to the Major Tenant requirement shall be permitted without the prior written consent of Buyer.
(c) Each Estoppel Certificate shall be in substantially the form attached to the PSA as Exhibit E (the "Estoppel Form") or, in the alternative, in such other form as is reasonably acceptable to Buyer and to Buyer's lenders (including, without limitation, the lenders providing financing in connection with the assumption of the existing mortgage debt encumbering the Portfolio). It is understood and agreed that minor and immaterial modifications to the Estoppel Form shall be acceptable so long as such modifications do not alter the substantive representations, confirmations, or acknowledgments contained in the Estoppel Form and are approved by Buyer's counsel.
(d) The deadline for delivery of all required Estoppel Certificates, as extended by the First Amendment, is May 15, 2024 (the "Estoppel Delivery Deadline"). Estoppel Certificates received after the Estoppel Delivery Deadline but prior to the Closing Date shall be counted toward satisfaction of the estoppel condition, provided that Buyer's right to terminate the PSA for failure to satisfy such condition by the Estoppel Delivery Deadline is not exercised prior to receipt of such late-delivered Estoppel Certificates.
The foregoing summarizes the applicable PSA provisions. This Certificate does not purport to restate the PSA in its entirety, and the PSA itself shall control in the event of any inconsistency between this summary and the terms of the PSA.
SECTION 3: ESTOPPEL CERTIFICATE COMPLIANCE — FINDINGS
3.1 Estoppel Certificates Received
As of the Closing Date, the following Estoppel Certificate coverage has been achieved:
•  Total Leases in the Portfolio: 87
•  Total Estoppel Certificates executed and received by Calderwood & Harkness LLP as of the Closing Date (June 6, 2024): 79 out of 87
•  ABR covered by received Estoppel Certificates: $68,371,200
•  Percentage of total in-place ABR: $68,371,200 ÷ $74,800,000 = 91.4%
•  PSA threshold: 80% of ABR ($59,840,000)
Conclusion: The aggregate ABR covered by the seventy-nine (79) executed Estoppel Certificates received as of the Closing Date totals $68,371,200, which represents 91.4% of the total in-place ABR of $74,800,000. This coverage exceeds the PSA's 80% threshold by 11.4 percentage points in proportional terms and by $8,531,200 in dollar terms (i.e., $68,371,200 − $59,840,000 = $8,531,200). Accordingly, the aggregate coverage requirement set forth in Section 8.2(d)(i)(a) of the PSA has been satisfied.
3.2 Major Tenant Estoppels
All Major Tenants — that is, all tenants occupying 25,000 or more rentable square feet under their respective Leases — have delivered executed Estoppel Certificates. No Major Tenant Estoppel Certificate remains outstanding as of the Closing Date. The requirement set forth in Section 8.2(d)(i)(b) of the PSA has accordingly been satisfied in full.
For reference, the five (5) largest tenants by ABR, each of which constitutes a Major Tenant, and the status of their respective Estoppel Certificates are set forth below:
These five tenants represent, in the aggregate, 2,202,000 RSF and $33,446,000 of ABR, or approximately 44.7% of the total Portfolio ABR. Each has delivered an executed Estoppel Certificate that has been reviewed and confirmed as compliant by Calderwood & Harkness LLP.
A complete property-by-property summary of Estoppel Certificate coverage is attached hereto as Exhibit A.
3.3 Form Compliance
All seventy-nine (79) executed Estoppel Certificates have been individually reviewed by Calderwood & Harkness LLP for conformity with the Estoppel Form attached as Exhibit E to the PSA and for substantive accuracy against the information set forth in the Rent Roll and the applicable Lease files.
During the course of this review, Calderwood & Harkness LLP identified six (6) Estoppel Certificates that initially contained discrepancies from the Rent Roll or from the terms of the applicable underlying Leases. These discrepancies were detailed in the Estoppel Review Memorandum — Material Discrepancies prepared by Calderwood & Harkness LLP and dated May 8, 2024 (the "Estoppel Review Memorandum"), which was circulated to Buyer and to Seller's counsel, Blackridge Hayes LLP. The discrepancies related to, among other things, variations in the stated commencement dates, differences in the stated amount of security deposits held by the landlord, and inconsistencies regarding the existence of outstanding tenant improvement allowances or rent abatement credits.
All six (6) discrepancies were subsequently resolved through supplemental disclosure and corrective documentation provided by Seller to Buyer prior to the Closing Date. Corrected or supplemented Estoppel Certificates were received in four (4) instances, and in the remaining two (2) instances, Seller provided written explanations and supporting documentation satisfactory to Buyer confirming that the discrepancies were the result of clerical errors in the Rent Roll rather than substantive tenant disputes. The Estoppel Review Memorandum, together with the supplemental disclosure materials, is included among the reference documents listed in Section 7 below.
Upon completion of this review and resolution process, Calderwood & Harkness LLP confirms that all seventy-nine (79) executed Estoppel Certificates are in the form of Exhibit E to the PSA or in such other form as is reasonably acceptable to Buyer and to Buyer's lenders. No Estoppel Certificate contains any material qualification, exception, or adverse claim that has not been previously disclosed to and acknowledged by Buyer.
With respect to the eight (8) Leases for which Estoppel Certificates were not returned, those Leases are held by tenants with aggregate ABR of $6,428,800. Each of these eight (8) tenants occupies fewer than 25,000 RSF and therefore none is classified as a Major Tenant under the PSA. The non-receipt of Estoppel Certificates from these tenants does not prevent satisfaction of either the aggregate 80% ABR coverage threshold or the Major Tenant estoppel requirement.
3.4 Estoppel Compliance Conclusion
Based upon the foregoing analysis and the review conducted by Calderwood & Harkness LLP, the estoppel certificate condition precedent set forth in Section 8.2(d)(i) of the PSA has been satisfied in all material respects as of the Closing Date. Specifically:
(i) Estoppel Certificates covering 91.4% of the total in-place ABR have been received, exceeding the 80% threshold required by the PSA;
(ii) Executed Estoppel Certificates have been received from all Major Tenants without exception; and
(iii) All received Estoppel Certificates are in the form of Exhibit E to the PSA or in form reasonably acceptable to Buyer and Buyer's lenders.
SECTION 4: SNDA CONDITION — PSA REQUIREMENTS
Section 8.2(d)(ii) of the PSA sets forth the conditions precedent relating to the execution and delivery of subordination, non-disturbance and attornment agreements. The requirements contained therein are summarized below in substance:
(a) Buyer is obligated to deliver SNDAs to all Major Tenants, defined for purposes of the SNDA condition as tenants with annual base rent of One Million Five Hundred Thousand Dollars ($1,500,000) or more per annum (as distinct from the Major Tenant definition used for purposes of the estoppel condition, which is based on occupancy of 25,000 or more RSF). Each such tenant is required to execute and deliver an SNDA in connection with the Closing.
(b) Each SNDA shall be in the form attached to the PSA as Exhibit F (the "SNDA Form"), with such modifications as may be required by the applicable existing mortgage lender to conform to the terms of the applicable loan documents, provided that no such modification materially diminishes the non-disturbance protections afforded to the applicable tenant.
(c) The deadline for delivery of all required SNDAs is May 15, 2024 (the "SNDA Delivery Deadline"), as set forth in the PSA as originally executed.
(d) Each SNDA requires execution by: (i) the applicable tenant; and (ii) the applicable existing mortgage lender whose loan is secured by a deed of trust or mortgage encumbering the property at which such tenant is located. The three existing mortgage lenders are:
•  Pinnacle Federal Bank, N.A.
•  Veltrano Capital Lending Corp.
•  Sycamore Life Insurance Company
The signature of the applicable Target Entity (as landlord) is also required on each SNDA but is within Seller's control and, accordingly, is not the subject of this compliance analysis.
SECTION 5: SNDA COMPLIANCE — FINDINGS
5.1 Required SNDAs
Based on Calderwood & Harkness LLP's review of the Rent Roll and the SNDA Tracking Spreadsheet, the total number of Major Tenant SNDAs required under Section 8.2(d)(ii) of the PSA is thirty-eight (38). This figure encompasses all tenants with ABR of $1,500,000 or more per annum across all fourteen (14) properties comprising the Portfolio, taking into account all three existing lender relationships. A complete property-by-property breakdown is attached hereto as Exhibit B.
5.2 SNDAs Executed as of Closing
As of the Closing Date (June 6, 2024), thirty-four (34) of the thirty-eight (38) required SNDAs have been fully executed by all required parties (i.e., the applicable tenant, the applicable existing mortgage lender, and the applicable Target Entity as landlord) and have been received by Calderwood & Harkness LLP.
This represents a completion rate of 89.5% (34 ÷ 38 = 89.5%) of the total required Major Tenant SNDAs.
All thirty-four (34) executed SNDAs have been reviewed by Calderwood & Harkness LLP and confirmed to be in the form of Exhibit F to the PSA, or in such modified form as required by the applicable existing mortgage lender and as approved by Buyer. No executed SNDA contains any material non-conformity with the SNDA Form that has not been reviewed and accepted by Buyer.
5.3 Outstanding SNDAs — Post-Closing Carve-Out
Four (4) Major Tenant SNDAs remain outstanding as of the Closing Date. These four (4) SNDAs relate to tenants at properties encumbered by mortgages held by different lenders, and the delays in execution resulted from tenant-side administrative processes rather than lender objection or non-cooperation.
In order to permit the Closing to proceed on the scheduled Closing Date notwithstanding the non-receipt of these four (4) outstanding SNDAs, Buyer and Seller have negotiated and executed, concurrently with the Closing, an SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "SNDA Side Letter"). The SNDA Side Letter sets forth the following terms and arrangements:
(i) Seller has agreed to use commercially reasonable efforts to cause the four (4) remaining tenants to execute and deliver their respective SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024);
(ii) A holdback in the amount of Two Hundred Thousand Dollars ($200,000) has been withheld from Seller's closing proceeds and is being held by the Title Company (as defined in the PSA) in escrow pending delivery of the four (4) outstanding SNDAs;
(iii) Upon delivery of all four (4) outstanding SNDAs to Buyer (or Buyer's counsel) within the thirty (30)-day post-closing delivery period, the $200,000 holdback shall be released to Seller in its entirety, without deduction or offset;
(iv) In the event that one or more of the four (4) outstanding SNDAs are not delivered within the thirty (30)-day post-closing delivery period, the parties shall confer in good faith regarding the disposition of the holdback and the applicability of any remedial provisions under the PSA; and
(v) The execution and delivery of the SNDA Side Letter constitutes mutual agreement by Buyer and Seller that the Closing may proceed notwithstanding the four (4) outstanding SNDAs, and Buyer's acceptance of the post-closing delivery arrangement shall not constitute a waiver of Buyer's rights under the PSA with respect to any breach by Seller of its obligations thereunder.
The PSA, as interpreted by the parties and documented in the SNDA Side Letter, permits the Closing to occur notwithstanding the four (4) outstanding SNDAs, provided the post-closing carve-out arrangement described above is in place at Closing.
5.4 SNDA Compliance Conclusion
Based upon the foregoing analysis and the review conducted by Calderwood & Harkness LLP, the SNDA condition precedent set forth in Section 8.2(d)(ii) of the PSA has been satisfied in all material respects as of the Closing Date, subject to the post-closing delivery carve-out for four (4) Major Tenant SNDAs as agreed by Buyer and Seller in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024. Specifically:
(i) Thirty-four (34) of thirty-eight (38) required Major Tenant SNDAs have been fully executed and delivered prior to Closing;
(ii) The four (4) remaining outstanding SNDAs are the subject of a negotiated post-closing delivery arrangement, including a $200,000 holdback from Seller's closing proceeds; and
(iii) All executed SNDAs are in the form of Exhibit F to the PSA or in form acceptable to Buyer and the applicable existing mortgage lenders.
SECTION 6: ASSUMED LOAN LENDER COORDINATION
The SNDAs were coordinated with all three existing mortgage lenders whose debt is being assumed by Buyer in connection with the transaction contemplated by the PSA. The aggregate outstanding principal balance of the assumed debt is Six Hundred Twelve Million Dollars ($612,000,000). The lender-by-lender details are as follows:
Each of the three existing mortgage lenders has executed a lender consent to the change of control resulting from Buyer's acquisition of the Interests. The lender consents were negotiated and finalized through coordination between Calderwood & Harkness LLP (as counsel to Buyer), Blackridge Hayes LLP (as counsel to Seller), and each lender's respective outside counsel, as follows:
•  Pinnacle Federal Bank, N.A. — represented by Whitfield & Archer LLP
•  Veltrano Capital Lending Corp. — represented by Cranford McCabe LLP
•  Sycamore Life Insurance Company — represented by Partridge Wynn & Slater LLP
Calderwood & Harkness LLP confirms that counsel for each of the three existing mortgage lenders has confirmed, in writing or by electronic mail communication prior to the Closing Date, that the Estoppel Certificates and SNDAs delivered in connection with the transaction satisfy the requirements under the applicable loan documents for the change of control consent. These confirmations address the sufficiency of both the form and the coverage of the Estoppel Certificates and SNDAs as they relate to each lender's loan document requirements, which in certain cases impose estoppel and SNDA requirements that differ from (and in some instances exceed) those set forth in the PSA. The lender confirmations are on file with Calderwood & Harkness LLP and are available for review upon request.
SECTION 7: REFERENCE DOCUMENTS AND EXHIBITS
In preparing this Certificate, Calderwood & Harkness LLP has reviewed and relied upon the following documents (collectively, the "Reference Documents"):
(a) Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024, together with all exhibits and schedules thereto;
(b) Rent Roll (PSA Exhibit H) as of December 31, 2023, as provided by Seller, setting forth the lease-by-lease detail for all eighty-seven (87) Leases, including tenant name, premises address, rentable square footage, annual base rent, lease commencement and expiration dates, and security deposit information;
(c) Estoppel Tracking Spreadsheet (Final), prepared by Calderwood & Harkness LLP, comprising a compilation of all eighty-seven (87) tenant estoppels with the current status of each (received, pending, or not returned), dates of execution, and ABR coverage calculations;
(d) Estoppel Certificate Compilation, consisting of the seventy-nine (79) executed Estoppel Certificates received as of the Closing Date, organized by property and indexed alphabetically by tenant name;
(e) Estoppel Review Memorandum — Material Discrepancies, dated May 8, 2024, prepared by Calderwood & Harkness LLP, identifying six (6) Estoppel Certificates that initially contained discrepancies from the Rent Roll or applicable Lease terms, together with Seller's supplemental disclosure and corrective documentation resolving such discrepancies;
(f) SNDA Tracking Spreadsheet (Final), prepared by Calderwood & Harkness LLP, comprising a tracker for all thirty-eight (38) required Major Tenant SNDAs, with the current status of each (fully executed, pending tenant signature, or pending lender signature), applicable lender, and post-closing carve-out designation;
(g) SNDA Compilation, consisting of the thirty-four (34) executed SNDAs received as of the Closing Date, organized by property and lender; and
(h) SNDA Post-Closing Carve-Out Side Letter, dated June 6, 2024, executed by Buyer and Seller, setting forth the terms of the post-closing SNDA delivery arrangement and the $200,000 holdback.
Copies of the Reference Documents are maintained in Calderwood & Harkness LLP's transaction closing files and are available for review by Buyer and its authorized representatives upon reasonable request.
SECTION 8: QUALIFICATIONS AND LIMITATIONS
This Certificate is delivered subject to the following qualifications and limitations, each of which is material to the certifications contained herein:
8.1 This Certificate is delivered solely for the benefit of Fairwater Real Estate Investment Trust and its officers, directors, and trustees in connection with the Closing of the transaction contemplated by the PSA. This Certificate is not intended for and shall not be used for any other purpose.
8.2 In preparing this Certificate, Calderwood & Harkness LLP has relied upon: (i) the executed Estoppel Certificates and SNDAs as delivered, without independent verification of the accuracy of the statements, representations, or confirmations contained therein; (ii) the Rent Roll provided by Seller, which Calderwood & Harkness LLP has not independently audited or verified; and (iii) information, documents, and representations provided by Seller and Seller's counsel, Blackridge Hayes LLP, in connection with the transaction, including without limitation the supplemental disclosure materials described in Section 3.3 above. Calderwood & Harkness LLP has assumed the accuracy and completeness of all such information for purposes of this Certificate.
8.3 This Certificate does not constitute a legal opinion. Nothing contained herein shall be construed as an opinion of law, an opinion as to the enforceability or validity of any Lease, Estoppel Certificate, or SNDA, or a legal conclusion regarding the rights or obligations of any party under any such instrument. This Certificate is a factual compliance certification based upon Calderwood & Harkness LLP's review of the documents described herein.
8.4 This Certificate is not a guaranty of the accuracy of the information contained in any individual Estoppel Certificate or SNDA. Calderwood & Harkness LLP has not independently investigated or confirmed the truthfulness of the statements made by any tenant in any Estoppel Certificate or the accuracy of any representation made by any lender in any SNDA.
8.5 No third party — including, without limitation, any lender, title company, surveyor, insurer, or rating agency — may rely on this Certificate without the prior written consent of Calderwood & Harkness LLP. Any such reliance without consent shall be at such third party's sole risk and without recourse to Calderwood & Harkness LLP.
SECTION 9: CERTIFICATION
Based on the foregoing review, analysis, and findings, and subject to the qualifications and limitations set forth in Section 8 above, Calderwood & Harkness LLP hereby certifies to Fairwater Real Estate Investment Trust that, as of the Closing Date (June 6, 2024), the conditions precedent set forth in the PSA with respect to:
(a) tenant estoppel certificates (Section 8.2(d)(i) of the PSA); and
(b) subordination, non-disturbance and attornment agreements (Section 8.2(d)(ii) of the PSA)
have been satisfied in all material respects, subject to the post-closing SNDA delivery carve-out for four (4) Major Tenant SNDAs as agreed by Buyer and Seller in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024.
This Certificate is delivered as of the date first set forth above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner
Address: 450 Park Avenue, 28th Floor
New York, New York 10022
Date: June 6, 2024
Acknowledged by:
________________________________________
Name: Grace Nakamura
Title: Lead Associate
Address: 450 Park Avenue, 28th Floor
New York, New York 10022
Date: June 6, 2024
EXHIBIT A
Summary of Estoppel Certificate Coverage
The following table sets forth, on a property-by-property basis, the status of Estoppel Certificate delivery as of the Closing Date (June 6, 2024). All ABR figures are derived from the Rent Roll (PSA Exhibit H) as of December 31, 2023.
Notes:
1.  The PSA requires Estoppel Certificates covering not less than 80% of total ABR, which equals $59,840,000 (80% × $74,800,000). The aggregate ABR covered by received Estoppel Certificates is $68,371,200, exceeding the required threshold by $8,531,200.
2.  All eight (8) Leases for which Estoppel Certificates were not received are held by tenants occupying fewer than 25,000 RSF; none is classified as a Major Tenant under the PSA.
3.  ABR figures are rounded to the nearest $1,000 for presentation purposes. Totals are calculated from unrounded figures and may reflect minor rounding adjustments.
EXHIBIT B
Summary of SNDA Status
The following table sets forth, on a property-by-property basis, the status of Major Tenant SNDA execution and delivery as of the Closing Date (June 6, 2024). "Major Tenant" for purposes of the SNDA condition is defined as any tenant with ABR of $1,500,000 or more per annum.
Notes:
1.  The four (4) outstanding SNDAs are subject to the post-closing delivery arrangement set forth in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024. Seller has agreed to use commercially reasonable efforts to cause the four (4) remaining tenants to execute and deliver their respective SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024).
2.  A holdback of $200,000 from Seller's closing proceeds has been withheld and is held in escrow by the Title Company pending delivery of the four (4) outstanding SNDAs. Upon delivery of all four (4) outstanding SNDAs within the 30-day post-closing delivery period, the holdback will be released to Seller in its entirety.
3.  The lender breakdown for the 38 required SNDAs is as follows: Pinnacle Federal Bank, N.A. — 22 SNDAs (20 executed, 2 outstanding); Veltrano Capital Lending Corp. — 12 SNDAs (11 executed, 1 outstanding); Sycamore Life Insurance Company — 4 SNDAs (3 executed, 1 outstanding).
4.  Cross-reference: SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, executed by Greystone Meridian Partners Fund III, L.P. (as Seller) and Fairwater Real Estate Investment Trust (as Buyer).
This Certificate, including Exhibits A and B, comprises the complete Estoppel and SNDA Compliance Certificate delivered by Calderwood & Harkness LLP in connection with the closing of the transaction contemplated by the Purchase and Sale Agreement dated February 28, 2024, as amended. This document is confidential and is subject to the limitations set forth in Section 8 hereof.
Tenant | RSF | ABR | % of Total ABR | Estoppel Status
Cascade Supply Chain Solutions Inc. | 624,000 | $8,736,000 | 11.7% | Received
Zynvaro Distribution Holdings LLC | 538,000 | $7,532,000 | 10.1% | Received
Thornton-Whitaker Pharmaceuticals Corp. | 412,000 | $6,180,000 | 8.3% | Received
Birchwood Technology Group Inc. | 218,000 | $5,668,000 | 7.6% | Received
Atlas Freight Logistics Corp. | 410,000 | $5,330,000 | 7.1% | Received
Lender | Outstanding Principal Balance | Number of Properties | Property Type | Lender Consent Date
Pinnacle Federal Bank, N.A. | $421,600,000 | 8 | Logistics | June 4, 2024
Veltrano Capital Lending Corp. | $142,300,000 | 4 | Office | May 17, 2024
Sycamore Life Insurance Company | $48,100,000 | 2 | Logistics | May 22, 2024
Total | $612,000,000 | 14
Property Name | Target Entity | No. of Leases | No. of Estoppels Received | ABR Covered by Estoppels | ABR Not Covered | Coverage %
Fairfield I | GMP Fairfield I LLC | 9 | 8 | $7,240,000 | $412,000 | 94.6%
Fairfield II | GMP Fairfield II LLC | 7 | 7 | $6,118,400 | $0 | 100.0%
Westlake | GMP Westlake LLC | 8 | 7 | $5,890,000 | $578,800 | 91.1%
Katy | GMP Katy LLC | 5 | 5 | $4,712,000 | $0 | 100.0%
Alliance | GMP Alliance LLC | 6 | 6 | $5,330,000 | $0 | 100.0%
Lakeland | GMP Lakeland LLC | 7 | 6 | $4,156,800 | $716,000 | 85.3%
Southport | GMP Southport LLC | 4 | 4 | $3,940,000 | $0 | 100.0%
Murfreesboro | GMP Murfreesboro LLC | 6 | 5 | $4,480,000 | $892,000 | 83.4%
Buckhead | GMP Buckhead LLC | 8 | 7 | $6,412,000 | $1,156,000 | 84.7%
SouthPark | GMP SouthPark LLC | 5 | 5 | $5,668,000 | $0 | 100.0%
Cool Springs | GMP Cool Springs LLC | 6 | 6 | $4,236,000 | $0 | 100.0%
Brickell | GMP Brickell LLC | 7 | 6 | $5,024,000 | $1,124,000 | 81.7%
Peachtree | GMP Peachtree LLC | 5 | 4 | $2,632,000 | $1,048,000 | 71.5%
Mount Juliet | GMP Mount Juliet LLC | 4 | 3 | $2,532,000 | $502,000 | 83.5%
TOTALS | 87 | 79 | $68,371,200 | $6,428,800 | 91.4%
Property Name | Target Entity | Applicable Lender | No. of Required SNDAs | No. Executed at Closing | Outstanding (Post-Closing Carve-Out)
Fairfield I | GMP Fairfield I LLC | Pinnacle Federal Bank, N.A. | 4 | 4 | 0
Fairfield II | GMP Fairfield II LLC | Pinnacle Federal Bank, N.A. | 3 | 3 | 0
Westlake | GMP Westlake LLC | Pinnacle Federal Bank, N.A. | 3 | 3 | 0
Katy | GMP Katy LLC | Pinnacle Federal Bank, N.A. | 2 | 2 | 0
Alliance | GMP Alliance LLC | Pinnacle Federal Bank, N.A. | 3 | 2 | 1
Lakeland | GMP Lakeland LLC | Pinnacle Federal Bank, N.A. | 2 | 2 | 0
Southport | GMP Southport LLC | Pinnacle Federal Bank, N.A. | 2 | 2 | 0
Murfreesboro | GMP Murfreesboro LLC | Pinnacle Federal Bank, N.A. | 3 | 2 | 1
Buckhead | GMP Buckhead LLC | Veltrano Capital Lending Corp. | 4 | 4 | 0
SouthPark | GMP SouthPark LLC | Veltrano Capital Lending Corp. | 3 | 3 | 0
Cool Springs | GMP Cool Springs LLC | Veltrano Capital Lending Corp. | 3 | 2 | 1
Brickell | GMP Brickell LLC | Veltrano Capital Lending Corp. | 2 | 2 | 0
Peachtree | GMP Peachtree LLC | Sycamore Life Insurance Company | 2 | 2 | 0
Mount Juliet | GMP Mount Juliet LLC | Sycamore Life Insurance Company | 2 | 1 | 1
TOTALS | 38 | 34 | 4

ESTOPPEL AND SNDA COMPLIANCE CERTIFICATE

SECTION 1: RECITALS AND BACKGROUND

SECTION 6: ASSUMED LOAN LENDER COORDINATION

SECTION 7: REFERENCE DOCUMENTS AND EXHIBITS

SECTION 8: QUALIFICATIONS AND LIMITATIONS

SECTION 9: CERTIFICATION

CALDERWOOD & HARKNESS LLP

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts