1036-00004 · Client 1036 · R&W Insurance

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NO-CLAIMS DECLARATION

Representations and Warranties Insurance Policy No. [Policy Number to be inserted by Sentinel Specialty Insurance Company]

Issued in connection with the 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), by and between

Greystone Meridian Partners Fund III, L.P. ("Seller")

and

Fairwater Real Estate Investment Trust ("Buyer")

Date of Declaration: June 6, 2024

Declarant: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust

Declarant Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044

Addressee: Sentinel Specialty Insurance Company

Addressee Address: c/o Sentinel Specialty Insurance Company, [Bermuda address / US surplus lines address — to be specified by Sentinel]

Broker: Hartwick Gunderson & Associates, Inc., 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201; Attention: Peter Langford, Account Executive

RECITALS

WHEREAS, the following facts and circumstances form the basis for this No-Claims Declaration (this "Declaration"):

A. Description of the Transaction

Fairwater Real Estate Investment Trust (the "Buyer," the "Declarant," or "Fairwater REIT"), a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, whose shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FREIT," and whose principal executive offices are located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, is acquiring one hundred percent (100%) of the membership interests in each of fourteen (14) single-purpose Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. (the "Seller"), a Delaware limited partnership, pursuant to the terms and conditions of the Purchase and Sale Agreement (as defined below).

The fourteen (14) Target Entities collectively own a diversified portfolio of fourteen (14) logistics and office properties located across five states — Georgia, Texas, Florida, Tennessee, and North Carolina — comprising approximately 5,224,000 rentable square feet (the "Portfolio"). The Target Entities are as follows:

1. GMP Fairfield I LLC, a Delaware limited liability company;

2. GMP Fairfield II LLC, a Delaware limited liability company;

3. GMP Westlake LLC, a Delaware limited liability company;

4. GMP Katy LLC, a Delaware limited liability company;

5. GMP Alliance LLC, a Delaware limited liability company;

6. GMP Lakeland LLC, a Delaware limited liability company;

7. GMP Southport LLC, a Delaware limited liability company;

8. GMP Murfreesboro LLC, a Delaware limited liability company;

9. GMP Buckhead LLC, a Delaware limited liability company;

10. GMP SouthPark LLC, a Delaware limited liability company;

11. GMP Cool Springs LLC, a Delaware limited liability company;

12. GMP Brickell LLC, a Delaware limited liability company;

13. GMP Peachtree LLC, a Delaware limited liability company; and

14. GMP Mount Juliet LLC, a Delaware limited liability company.

A complete listing of the Target Entities, including their respective employer identification numbers, properties held, property addresses, property types, and rentable square footage, is set forth on Exhibit A attached hereto and incorporated herein by reference.

The aggregate purchase price for the membership interests in the Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to certain adjustments as set forth in the PSA. The Purchase Price has been adjusted by a property condition assessment credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) (the "PCA Credit"), resulting in an adjusted purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000) (the "Adjusted Purchase Price").

In connection with the Transaction, the Buyer is assuming aggregate outstanding indebtedness of Six Hundred Twelve Million Dollars ($612,000,000) in aggregate outstanding principal balance (the "Assumed Debt") across three separate lending facilities, as follows:

(i) Pinnacle Federal Bank, N.A. — outstanding principal balance of $421,600,000;

(ii) Veltrano Capital Lending Corp. — outstanding principal balance of $142,300,000; and

(iii) Sycamore Life Insurance Company — outstanding principal balance of $48,100,000.

A summary of the Assumed Debt is set forth on Exhibit B attached hereto and incorporated herein by reference. The cash equity to be funded by the Buyer at closing is Four Hundred Eighty-Eight Million Dollars ($488,000,000) (before giving effect to the PCA Credit adjustment).

B. Description of the PSA

The Transaction is governed by that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended, the "PSA"), by and between Seller and Buyer, as amended by (i) the First Amendment to Purchase and Sale Agreement dated April 12, 2024 (the "First Amendment"), and (ii) the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the "Second Amendment"). The PSA, as amended by the First Amendment and the Second Amendment, is governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Buyer is represented in the Transaction by Calderwood & Harkness LLP, 450 Park Avenue, 28th Floor, New York, New York 10022 (Douglas Fairchild, Responsible Partner). Seller is represented in the Transaction by Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019 (Nathaniel Pryce, Lead Partner).

C. Description of the R&W Insurance Policy

In connection with the Transaction, the Buyer has procured a buyer-side representations and warranties insurance policy (the "Policy") from Sentinel Specialty Insurance Company (the "Carrier" or "Sentinel"), a Bermuda-domiciled specialty insurance company. The material terms of the Policy are as follows:

Carrier: Sentinel Specialty Insurance Company

Policy Type: Buyer-side representations and warranties insurance

Policy Limit: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price

Retention (Self-Insured Retention): Eleven Million Dollars ($11,000,000), representing one percent (1%) of the Purchase Price; provided, however, that fifty percent (50%) of the Retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months following the Closing Date (i.e., June 6, 2025) (the "Retention Step-Down")

Premium: One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500), reflecting a rate of 2.55% of the Policy Limit, payable by the Buyer at closing

Broker: Hartwick Gunderson & Associates, Inc., 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201; Attention: Peter Langford, Account Executive

Binding Date: The Policy is bound as of the Closing Date, June 6, 2024

D. Purpose of This Declaration

This No-Claims Declaration is delivered by the Declarant pursuant to the terms and conditions of the Policy as a condition precedent to the binding and effectiveness of the Policy. The Declarant is making this Declaration as of the Closing Date, June 6, 2024, for the purpose of confirming certain matters to Sentinel in connection with the issuance of the Policy and the closing of the Transaction. This Declaration is intended to satisfy the no-claims declaration requirement set forth in the Policy and to provide Sentinel with the confirmations and information required thereunder.

NOW, THEREFORE, in consideration of the foregoing recitals and the binding and effectiveness of the Policy, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby makes the following declarations and confirmations:

SECTION 1: DEFINITIONS

As used in this Declaration, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Declaration shall have the meanings ascribed to them in the PSA or the Policy, as applicable.

"Closing Date" means June 6, 2024, the date on which the closing of the Transaction occurs.

"Due Diligence Period" means the period commencing on February 28, 2024 (the date of execution of the PSA) and ending on April 15, 2024, during which the Buyer conducted its investigation and due diligence review of the Target Entities, the Portfolio, and the Transaction, as contemplated by the PSA.

"Knowledge" means the actual knowledge, after reasonable inquiry, of the following individuals, each of whom is a senior officer or executive of the Declarant with direct responsibility for the Transaction (collectively, the "Buyer's Knowledge Individuals"):

(a) Marcus Devereaux, Executive Vice President, Acquisitions;

(b) Leah Torrance, Senior Vice President, Asset Management; and

For purposes of this Declaration, "reasonable inquiry" means such inquiry as a reasonably prudent person holding the same position with the Declarant would undertake in connection with a transaction of comparable size, scope, and complexity, including consultation with direct reports, review of applicable due diligence materials, and consideration of information provided to such individual in the ordinary course of such individual's duties and responsibilities. The term "Buyer's Knowledge Individuals" as used herein is consistent with the definition set forth in Section 1.1 of the PSA.

"Losses" shall have the meaning given to such term in the Policy.

"Policy" means the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company in connection with the Transaction, as described in Recital C of this Declaration.

"PSA" means the Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer, 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.

"Seller's Representations" means the representations and warranties made by Seller in Article IX of the PSA, as qualified by the Disclosure Schedules delivered by Seller to Buyer in connection with the PSA (including any supplements or updates to such Disclosure Schedules delivered prior to the Closing Date).

"Transaction" means the acquisition by Buyer of one hundred percent (100%) of the outstanding membership interests in each of the fourteen (14) Target Entities from Seller pursuant to the terms and conditions of the PSA.

SECTION 2: DECLARATIONS AND CONFIRMATIONS

The Declarant hereby makes the following declarations and confirmations to Sentinel Specialty Insurance Company as of the Closing Date:

2.1 No Known Claims

The Declarant hereby declares and confirms that, as of the Closing Date (June 6, 2024), to the Knowledge of the Declarant, there are no claims, actions, suits, proceedings, arbitrations, investigations, inquiries, or governmental enforcement actions pending or, to the Knowledge of the Declarant, threatened in writing against any Target Entity, Seller, or the Declarant that would reasonably be expected to give rise to a Loss or a claim under the Policy. Without limiting the generality of the foregoing, the Declarant is not aware of any demand, notice of claim, or threatened litigation relating to the Target Entities, the Portfolio, the PSA, or the Transaction that could reasonably be expected to result in a claim being made under the Policy.

2.2 No Known Breach of Seller's Representations

The Declarant hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Declarant, the Declarant is not aware of any breach or inaccuracy of any of Seller's Representations contained in Article IX of the PSA (as qualified by the Disclosure Schedules) that would reasonably be expected to give rise to a claim under the Policy. The Declarant has reviewed the Seller's Closing Certificate, executed by Victor Lansdell, on behalf of Greystone Meridian Partners Fund III, L.P., in his capacity as authorized signatory of the general partner of Seller, which certificate confirms the bring-down of Seller's representations and warranties to the Closing Date in accordance with Section 11.2(a) of the PSA. The Declarant is not aware of any facts or information that would contradict or call into question the accuracy of the representations set forth in the Seller's Closing Certificate. This confirmation is made without independent verification of each individual representation and warranty, but is based on the Declarant's review of the due diligence materials, the Disclosure Schedules, the Seller's Closing Certificate, and the Knowledge of the Buyer's Knowledge Individuals as of the Closing Date.

2.3 No Known Circumstances

The Declarant hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Declarant, there are no facts, circumstances, conditions, events, or developments of which the Declarant is aware that would reasonably be expected to give rise to a claim under the Policy or that could reasonably be expected to result in a breach of Seller's Representations. This confirmation encompasses, without limitation, matters relating to the physical condition of the Properties, environmental conditions, title matters, tenant defaults, litigation, tax matters, regulatory compliance, and the organizational standing and authority of the Target Entities. The Declarant acknowledges that this confirmation is given on the basis of the information available to the Buyer's Knowledge Individuals as of the Closing Date and is not intended as a guarantee that no claim will arise under the Policy following the Closing Date.

2.4 Due Diligence Disclosure

The Declarant hereby declares and confirms that it has conducted thorough and comprehensive due diligence in connection with the Transaction during the Due Diligence Period and continuing through the Closing Date. Such due diligence included, but was not limited to, the following categories of review and investigation:

(a) Title Review. The Declarant obtained and reviewed title commitments from Commonwealth National Title Insurance Company for each of the fourteen (14) Properties. Fourteen (14) pro forma ALTA Owner's Policies (2021 form) were prepared and reviewed by Buyer's counsel. All standard and property-specific title exceptions were analyzed, and title objection letters were delivered and resolved in accordance with the procedures set forth in Section 4.3 of the PSA.

(b) ALTA/NSPS Surveys. Updated ALTA/NSPS Land Title Surveys complying with the 2021 Minimum Standard Detail Requirements were obtained for each of the fourteen (14) Properties from Meridian Land Surveying, Inc., under the supervision of Daniel Caulfield, PLS, PE. The surveys were reviewed by Buyer's counsel and the title company for encroachment, boundary, easement, and setback issues.

(c) Lease Audit. The Declarant conducted a comprehensive audit of eighty-seven (87) leases (including all amendments, modifications, and side letters) across the fourteen (14) Properties. The lease audit included verification of rent rolls, rent escalation schedules, lease expiration dates, renewal options, expansion rights, tenant improvement obligations, free rent periods, and landlord obligations.

(d) Environmental Due Diligence. Phase I Environmental Site Assessments in conformance with ASTM E1527-21 were prepared for each of the fourteen (14) Properties by Trident Environmental Group LLC, under the direction of Rachel Kwan, Senior Environmental Scientist. Twelve (12) of the fourteen (14) Properties received clean findings with no recognized environmental conditions ("RECs"). Two (2) Properties — the Westlake Distribution Hub located at 11500 Westlake Parkway, Houston, Texas (owned by GMP Westlake LLC), and the Lakeland Crossings Industrial facility located at 7100 Drane Field Road, Lakeland, Florida (owned by GMP Lakeland LLC) — were identified as having de minimis recognized environmental conditions that are controlled and subject to existing institutional controls and/or engineering controls. Based on the findings of the Phase I ESAs, no Phase II Environmental Site Assessment was required or recommended for any of the fourteen (14) Properties.

(e) Property Condition Assessments. Property condition assessments were conducted for each of the fourteen (14) Properties by Rampart Building Sciences, Inc., under the direction of Alan Westbrook, PE. The assessments identified aggregate estimated immediate repair costs of Two Million One Hundred Forty Thousand Dollars ($2,140,000), allocated as follows:

(i) Buckhead Place Office Tower (GMP Buckhead LLC) — $890,000;

(ii) Cool Springs Office Park (GMP Cool Springs LLC) — $620,000;

(iii) Lakeland Crossings Industrial (GMP Lakeland LLC) — $380,000; and

(iv) SouthPark Corporate Center (GMP SouthPark LLC) — $250,000.

A PCA Credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) was negotiated and applied at closing as a reduction to the Purchase Price, as reflected in the Adjusted Purchase Price.

(f) Zoning and Land Use Review. Zoning confirmation letters (or zoning compliance letters or certificates of occupancy, as applicable) were obtained for all fourteen (14) Properties, confirming that the current use of each Property is a permitted use under applicable local zoning and land use regulations.

(g) Entity-Level Due Diligence. The Declarant reviewed the organizational documents (operating agreements, certificates of formation, and related governance documents), certificates of good standing, UCC lien searches, judgment and lien searches, and litigation searches for all fourteen (14) Target Entities and for the Seller. No material adverse matters were identified through such searches.

(h) Loan Document Review. The Declarant reviewed the loan documents for all three lender facilities comprising the Assumed Debt, including the Master Loan Agreement with Pinnacle Federal Bank, N.A. (covering Loans 1-A through 1-H), the Loan Agreement with Veltrano Capital Lending Corp. (covering Loans 2-A through 2-D), and the Note Purchase Agreement with Sycamore Life Insurance Company (covering Loans 3-A and 3-B). Such review encompassed the promissory notes, mortgages/deeds of trust, assignment of leases, environmental indemnity agreements, guaranty agreements, and all amendments, modifications, and waivers thereto.

(i) Tax Due Diligence. The Declarant conducted tax due diligence with respect to the Transaction, including analysis of (i) REIT qualification requirements and the impact of the acquisition on the Declarant's REIT status, (ii) transfer tax exposure in each applicable jurisdiction, and (iii) FIRPTA withholding requirements and the delivery by Seller of non-foreign person certifications in compliance with Section 1445 of the Internal Revenue Code.

(j) Insurance Coverage Review. The Declarant reviewed all property and casualty insurance policies, general liability insurance policies, and umbrella/excess liability insurance policies maintained by or on behalf of the Target Entities and the Properties.

(k) Service Contract Review. The Declarant reviewed sixty-three (63) service contracts in effect across the fourteen (14) Properties, including property management agreements, landscaping contracts, janitorial services agreements, elevator maintenance contracts, HVAC maintenance contracts, security services agreements, and waste removal contracts.

The Declarant hereby confirms that all material findings from such due diligence have been disclosed to Sentinel Specialty Insurance Company in the R&W Insurance Broker Submission Memorandum dated February 5, 2024, prepared by Hartwick Gunderson & Associates, Inc. and delivered to Sentinel, together with any supplements, updates, or addenda thereto provided through the Closing Date. The Declarant is not aware of any material due diligence finding that has not been disclosed to Sentinel in connection with the underwriting and issuance of the Policy.

2.5 Estoppel and SNDA Status

The Declarant hereby declares and confirms that, as of the Closing Date, tenant estoppel certificates have been received from tenants representing ninety-one and four-tenths percent (91.4%) of in-place annual base rent across the Portfolio, which equals Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in aggregate in-place annual base rent. This exceeds the eighty percent (80%) estoppel threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) required under Section 11.2(d) of the PSA as a condition to the Buyer's obligation to close.

Seventy-nine (79) of eighty-seven (87) estoppel certificates were received by the Closing Date. Six (6) of the received estoppel certificates contained discrepancies from the information set forth in the rent roll delivered by Seller pursuant to Section 5.1(c) of the PSA. Each such discrepancy was identified by Buyer's counsel and communicated to Seller's counsel during the period from May 10, 2024 through May 24, 2024. All six (6) discrepancies were resolved through supplemental disclosure by Seller and, where applicable, through corrective amendments or side letters executed by the applicable tenants prior to the Closing Date.

With respect to Subordination, Non-Disturbance, and Attornment Agreements ("SNDAs"), thirty-four (34) of thirty-eight (38) required Major Tenant SNDAs (representing 89.5%) were executed and delivered by the Closing Date. The remaining four (4) SNDAs that were not executed by the Closing Date are subject to a post-closing carve-out arrangement, pursuant to which Two Hundred Thousand Dollars ($200,000) has been withheld from Seller's closing proceeds and deposited with the escrow agent to secure Seller's obligation to use commercially reasonable efforts to obtain such SNDAs within sixty (60) days following the Closing Date.

The Declarant hereby confirms that no information received through the estoppel process or the SNDA process has revealed any matter that would reasonably be expected to give rise to a claim under the Policy. The Declarant is not aware of any tenant dispute, rent default, or landlord obligation identified through the estoppel or SNDA process that has not been previously disclosed to Sentinel.

2.6 Lender Consent Status

The Declarant hereby declares and confirms that all three (3) lender consents required under the change of control provisions of the existing mortgage loan agreements governing the Assumed Debt were obtained prior to the Closing Date, as follows:

(a) Veltrano Capital Lending Corp. — Consent to Transfer and Change of Control was executed on May 17, 2024, by Veltrano Capital Lending Corp. acting through its authorized signatory, permitting the transfer of the membership interests in GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (the four office property Target Entities subject to the Veltrano Capital facility).

(b) Sycamore Life Insurance Company — Consent to Transfer was executed on May 22, 2024, by Sycamore Life Insurance Company acting through its authorized signatory, permitting the transfer of the membership interests in GMP Fairfield I LLC and GMP Fairfield II LLC (the two logistics property Target Entities subject to the Sycamore Life facility).

(c) Pinnacle Federal Bank, N.A. — Consent to Transfer and Assumption was executed on June 4, 2024, by Pinnacle Federal Bank, N.A. acting through its authorized signatory, permitting the transfer of the membership interests in GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC, GMP Peachtree LLC, and GMP Mount Juliet LLC (the eight logistics property Target Entities subject to the Pinnacle Federal facility).

In connection with each lender consent, replacement guaranty agreements were executed by Fairwater Real Estate Investment Trust in favor of each respective lender, pursuant to which the Declarant assumed the obligations of guarantor under the applicable loan documents. The replacement guaranty agreements require the Declarant to maintain (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), as such terms are defined in the respective replacement guaranty agreements.

The Declarant hereby confirms that no matters arose during the lender consent process that would reasonably be expected to give rise to a claim under the Policy. No lender identified any default, event of default, or breach of any loan covenant in connection with its consent process. No modifications to the material economic terms of any loan were required as a condition to any lender's consent, other than the execution of the replacement guaranty agreements and customary assumption documentation.

SECTION 3: INDEMNITY ESCROW REFERENCE

The Declarant hereby notes, for informational purposes, that an indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000), representing one and one-half percent (1.5%) of the Purchase Price, has been established with Commonwealth National Title Insurance Company, acting as escrow agent (the "Indemnity Escrow Agent"), pursuant to the Indemnity Escrow Agreement dated as of the Closing Date by and among the Buyer, the Seller, and the Indemnity Escrow Agent. The indemnity escrow has an eighteen (18) month term corresponding to the survival period for the general representations and warranties made by the Seller under the PSA, with an expiration date of December 6, 2025.

The Declarant further notes that the tax representations and warranties made by the Seller under the PSA survive for a period of thirty-six (36) months from the Closing Date, expiring on June 6, 2027. Claims relating to tax representations may be asserted against the indemnity escrow during the eighteen (18) month escrow term and directly against the Seller for the full thirty-six (36) month survival period.

The existence and terms of the indemnity escrow are noted herein solely for informational purposes. Nothing in this Section 3 shall be deemed to limit, modify, reduce, or otherwise affect the terms, conditions, or scope of coverage of the Policy. The Declarant acknowledges that the Policy provides coverage independent of and in addition to the indemnification obligations of the Seller under the PSA and the indemnity escrow, subject to the terms and conditions of the Policy, including the Retention.

SECTION 4: SELLER'S INDEMNIFICATION FRAMEWORK REFERENCE

The Declarant hereby provides the following summary of the Seller's indemnification framework under the PSA, for informational purposes and to confirm consistency with the terms underwritten by Sentinel in the Policy:

General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price.

Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Purchase Price.

Basket (Tipping): Five Million Five Hundred Thousand Dollars ($5,500,000), representing one-half of one percent (0.5%) of the Purchase Price. The basket is structured on a tipping basis, such that once aggregate Losses exceed the basket amount, the Seller is responsible for all Losses from the first dollar (subject to the applicable cap).

De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim. Individual claims that do not exceed the de minimis threshold are excluded from the calculation of aggregate Losses for purposes of the basket.

Survival Periods:

(i) General representations and warranties — eighteen (18) months from the Closing Date (expiring December 6, 2025).

(ii) Tax representations and warranties — thirty-six (36) months from the Closing Date (expiring June 6, 2027).

(iii) Fundamental representations and warranties — survive until the expiration of the applicable statute of limitations, plus sixty (60) days.

The Declarant hereby confirms that the foregoing indemnification terms are consistent with the terms underwritten by Sentinel in the Policy and set forth in the underwriting submission materials provided to Sentinel in connection with the binding of the Policy.

SECTION 5: CONFIRMATION OF PREMIUM PAYMENT

The Declarant hereby confirms that the R&W insurance premium in the amount of One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500) has been paid (or will be paid simultaneously with the delivery of this Declaration) to Sentinel Specialty Insurance Company on the Closing Date (June 6, 2024) by wire transfer of immediately available funds in accordance with the wire instructions provided by Sentinel. The premium reflects a rate of two and fifty-five one-hundredths percent (2.55%) applied to the Policy Limit of Fifty-Five Million Dollars ($55,000,000). The Declarant acknowledges that payment of the premium is a condition to the binding and effectiveness of the Policy and that the premium is fully earned and non-refundable upon payment.

SECTION 6: RELIANCE AND SCOPE

6.1 Reliance. This Declaration is made for the sole and exclusive benefit of Sentinel Specialty Insurance Company and may be relied upon by Sentinel in connection with the binding, issuance, and effectiveness of the Policy. This Declaration may not be relied upon by any other person or entity without the prior written consent of the Declarant.

6.2 As of the Closing Date Only. This Declaration is given as of the Closing Date (June 6, 2024) only and does not constitute a continuing representation, warranty, or covenant. The Declarant has no obligation to update, supplement, or amend this Declaration following the Closing Date, except as may be expressly required by the terms of the Policy.

6.3 No Modification of Policy. No modification, amendment, waiver, or alteration of the terms, conditions, exclusions, or limitations of the Policy is intended or effected by this Declaration. This Declaration is delivered as a condition to the binding and effectiveness of the Policy and is not intended to supplement, expand, or supersede any provision of the Policy.

6.4 No Expansion of Coverage. This Declaration shall not be deemed to expand the scope of coverage under the Policy or to create any obligation, liability, or duty of the Declarant beyond those expressly set forth herein. Nothing in this Declaration shall be construed to create any right, remedy, or cause of action in favor of any third party.

6.5 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

SECTION 7: REPRESENTATIONS REGARDING DECLARANT

The Declarant hereby represents and warrants to Sentinel Specialty Insurance Company as follows:

7.1 Organization and Good Standing. The Declarant is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland and is in good standing in its jurisdiction of organization. The Declarant has the requisite power and authority to own its assets, conduct its business, and execute and deliver this Declaration.

7.2 Publicly Traded. The Declarant's shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." The Declarant is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and files periodic reports with the Securities and Exchange Commission.

7.3 Authorization. The person executing this Declaration on behalf of the Declarant is duly authorized to execute and deliver this Declaration on behalf of the Declarant. No other approval, consent, or authorization is required for the valid execution and delivery of this Declaration by the Declarant.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration as of the date first set forth above.

DECLARANT:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

ACKNOWLEDGMENT. STATE OF MARYLAND COUNTY OF HOWARD

On this 6th day of June, 2024, before me, the undersigned, a Notary Public in and for the State of Maryland, personally appeared Marcus Devereaux, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Executive Vice President, Acquisitions of Fairwater Real Estate Investment Trust, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of Maryland

My Commission Expires: ____

[NOTARIAL SEAL]

EXHIBIT A

LIST OF TARGET ENTITIES

The following table sets forth the fourteen (14) Target Entities, together with certain identifying and property-level information:

Portfolio Summary:

Geographic Distribution:

EXHIBIT B

SUMMARY OF ASSUMED DEBT

The following table sets forth a summary of the three lending facilities comprising the Assumed Debt in connection with the Transaction:

Notes:

1. Outstanding principal balances are stated as of February 28, 2024, the date of execution of the PSA. Amortization payments made between February 28, 2024 and the Closing Date (June 6, 2024) may result in a modest reduction to the outstanding principal balances as of the Closing Date.

2. The Pinnacle Federal Bank facility is structured as a Master Loan Agreement with eight (8) separate loan tranches, each secured by a separate mortgage or deed of trust on the corresponding logistics property. The eight properties subject to this facility are: Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, Murfreesboro Distribution Center, Peachtree Corners Logistics Center, and Mount Juliet Commerce Park.

3. The Veltrano Capital Lending Corp. facility is structured as a single Loan Agreement with four (4) separate loan tranches, each secured by a separate mortgage or deed of trust on the corresponding office property. The four properties subject to this facility are: Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building.

4. The Sycamore Life Insurance Company facility is structured as a Note Purchase Agreement with two (2) separate promissory notes, each secured by a separate mortgage or deed of trust on the corresponding logistics property. The two properties subject to this facility are: Fairfield Logistics Center I and Fairfield Logistics Center II.

5. All three lender consents to the change of control were obtained prior to the Closing Date, as described in Section 2.6 of this Declaration.

6. Replacement guaranty agreements were executed by Fairwater Real Estate Investment Trust in favor of each lender at closing. See Section 2.6 of this Declaration for additional detail regarding the guarantor covenants.

[End of Exhibit B]

[End of No-Claims Declaration]

No.	Entity Name	Jurisdiction	EIN	Property Name	Property Address	City	State	Property Type	RSF
1	GMP Fairfield I LLC	Delaware	84-2310561	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd	Fairburn	GA	Logistics	412,000
2	GMP Fairfield II LLC	Delaware	84-2310578	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd	Fairburn	GA	Logistics	387,000
3	GMP Westlake LLC	Delaware	84-2415693	Westlake Distribution Hub	11500 Westlake Parkway	Houston	TX	Logistics	624,000
4	GMP Katy LLC	Delaware	84-2415710	Katy Freeway Logistics Park	22600 Katy Freeway	Katy	TX	Logistics	538,000
5	GMP Alliance LLC	Delaware	84-2415728	Alliance Commerce Center	2800 Alliance Gateway Blvd	Fort Worth	TX	Logistics	485,000
6	GMP Lakeland LLC	Delaware	84-2527834	Lakeland Crossings Industrial	7100 Drane Field Road	Lakeland	FL	Logistics	372,000
7	GMP Southport LLC	Delaware	84-2527849	Southport Logistics Park	3200 Southport Connector Road	Jacksonville	FL	Logistics	410,000
8	GMP Murfreesboro LLC	Delaware	84-2527856	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway	Murfreesboro	TN	Logistics	502,000
9	GMP Buckhead LLC	Delaware	84-2639901	Buckhead Place Office Tower	3380 Peachtree Road NE	Atlanta	GA	Office	285,000
10	GMP SouthPark LLC	Delaware	84-2639918	SouthPark Corporate Center	6200 Fairview Road	Charlotte	NC	Office	218,000
11	GMP Cool Springs LLC	Delaware	84-2639925	Cool Springs Office Park	5000 Virginia Way	Brentwood	TN	Office	196,000
12	GMP Brickell LLC	Delaware	84-2639932	Brickell Bay Office Building	1450 Brickell Avenue	Miami	FL	Office	152,000
13	GMP Peachtree LLC	Delaware	84-2741063	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd	Peachtree Corners	GA	Logistics	345,000
14	GMP Mount Juliet LLC	Delaware	84-2741070	Mount Juliet Commerce Park	400 South Mount Juliet Road	Mount Juliet	TN	Logistics	298,000
Category	RSF	% of Total
Logistics Properties (10)	4,373,000 SF	83.7%
Office Properties (4)	851,000 SF	16.3%
Total Portfolio (14)	5,224,000 SF	100.0%
State	Number of Properties
Georgia	4
Texas	3
Florida	3
Tennessee	3
North Carolina	1

Total	14
Lender	Loan Agreement Date	Loan Tranches	Outstanding Principal Balance (as of 2/28/2024)	Interest Rate	Maturity Date	Lender Counsel
Pinnacle Federal Bank, N.A.	September 15, 2020 (Master Loan Agreement)	Loans 1-A through 1-H (8 logistics properties)	$421,600,000	4.22% fixed	July 1, 2028	Whitfield & Archer LLP (Sandra Whitfield)
Veltrano Capital Lending Corp.	February 1, 2021 (Loan Agreement)	Loans 2-A through 2-D (4 office properties)	$142,300,000	4.68% fixed	March 1, 2029	Cranford McCabe LLP (Leo Cranford)
Sycamore Life Insurance Company	November 22, 2019 (Note Purchase Agreement)	Loans 3-A and 3-B (2 logistics properties)	$48,100,000	3.95% fixed	December 1, 2030	Partridge Wynn & Slater LLP (Claire Wynn)
Total	$612,000,000

NO-CLAIMS DECLARATION
Representations and Warranties Insurance Policy No. [Policy Number to be inserted by Sentinel Specialty Insurance Company]
Issued in connection with the 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), by and between
Greystone Meridian Partners Fund III, L.P. ("Seller")
and
Fairwater Real Estate Investment Trust ("Buyer")
Date of Declaration: June 6, 2024
Declarant: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust
Declarant Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044
Addressee: Sentinel Specialty Insurance Company
Addressee Address: c/o Sentinel Specialty Insurance Company, [Bermuda address / US surplus lines address — to be specified by Sentinel]
Broker: Hartwick Gunderson & Associates, Inc., 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201; Attention: Peter Langford, Account Executive
RECITALS
WHEREAS, the following facts and circumstances form the basis for this No-Claims Declaration (this "Declaration"):
A. Description of the Transaction
Fairwater Real Estate Investment Trust (the "Buyer," the "Declarant," or "Fairwater REIT"), a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, whose shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FREIT," and whose principal executive offices are located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, is acquiring one hundred percent (100%) of the membership interests in each of fourteen (14) single-purpose Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. (the "Seller"), a Delaware limited partnership, pursuant to the terms and conditions of the Purchase and Sale Agreement (as defined below).
The fourteen (14) Target Entities collectively own a diversified portfolio of fourteen (14) logistics and office properties located across five states — Georgia, Texas, Florida, Tennessee, and North Carolina — comprising approximately 5,224,000 rentable square feet (the "Portfolio"). The Target Entities are as follows:
1.  GMP Fairfield I LLC, a Delaware limited liability company;
2.  GMP Fairfield II LLC, a Delaware limited liability company;
3.  GMP Westlake LLC, a Delaware limited liability company;
4.  GMP Katy LLC, a Delaware limited liability company;
5.  GMP Alliance LLC, a Delaware limited liability company;
6.  GMP Lakeland LLC, a Delaware limited liability company;
7.  GMP Southport LLC, a Delaware limited liability company;
8.  GMP Murfreesboro LLC, a Delaware limited liability company;
9.  GMP Buckhead LLC, a Delaware limited liability company;
10.  GMP SouthPark LLC, a Delaware limited liability company;
11.  GMP Cool Springs LLC, a Delaware limited liability company;
12.  GMP Brickell LLC, a Delaware limited liability company;
13.  GMP Peachtree LLC, a Delaware limited liability company; and
14.  GMP Mount Juliet LLC, a Delaware limited liability company.
A complete listing of the Target Entities, including their respective employer identification numbers, properties held, property addresses, property types, and rentable square footage, is set forth on Exhibit A attached hereto and incorporated herein by reference.
The aggregate purchase price for the membership interests in the Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to certain adjustments as set forth in the PSA. The Purchase Price has been adjusted by a property condition assessment credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) (the "PCA Credit"), resulting in an adjusted purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000) (the "Adjusted Purchase Price").
In connection with the Transaction, the Buyer is assuming aggregate outstanding indebtedness of Six Hundred Twelve Million Dollars ($612,000,000) in aggregate outstanding principal balance (the "Assumed Debt") across three separate lending facilities, as follows:
(i) Pinnacle Federal Bank, N.A. — outstanding principal balance of $421,600,000;
(ii) Veltrano Capital Lending Corp. — outstanding principal balance of $142,300,000; and
(iii) Sycamore Life Insurance Company — outstanding principal balance of $48,100,000.
A summary of the Assumed Debt is set forth on Exhibit B attached hereto and incorporated herein by reference. The cash equity to be funded by the Buyer at closing is Four Hundred Eighty-Eight Million Dollars ($488,000,000) (before giving effect to the PCA Credit adjustment).
B. Description of the PSA
The Transaction is governed by that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended, the "PSA"), by and between Seller and Buyer, as amended by (i) the First Amendment to Purchase and Sale Agreement dated April 12, 2024 (the "First Amendment"), and (ii) the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the "Second Amendment"). The PSA, as amended by the First Amendment and the Second Amendment, is governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
Buyer is represented in the Transaction by Calderwood & Harkness LLP, 450 Park Avenue, 28th Floor, New York, New York 10022 (Douglas Fairchild, Responsible Partner). Seller is represented in the Transaction by Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019 (Nathaniel Pryce, Lead Partner).
C. Description of the R&W Insurance Policy
In connection with the Transaction, the Buyer has procured a buyer-side representations and warranties insurance policy (the "Policy") from Sentinel Specialty Insurance Company (the "Carrier" or "Sentinel"), a Bermuda-domiciled specialty insurance company. The material terms of the Policy are as follows:
Carrier: Sentinel Specialty Insurance Company
Policy Type: Buyer-side representations and warranties insurance
Policy Limit: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price
Retention (Self-Insured Retention): Eleven Million Dollars ($11,000,000), representing one percent (1%) of the Purchase Price; provided, however, that fifty percent (50%) of the Retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months following the Closing Date (i.e., June 6, 2025) (the "Retention Step-Down")
Premium: One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500), reflecting a rate of 2.55% of the Policy Limit, payable by the Buyer at closing
Broker: Hartwick Gunderson & Associates, Inc., 100 North Charles Street, Suite 1200, Baltimore, Maryland 21201; Attention: Peter Langford, Account Executive
Binding Date: The Policy is bound as of the Closing Date, June 6, 2024
D. Purpose of This Declaration
This No-Claims Declaration is delivered by the Declarant pursuant to the terms and conditions of the Policy as a condition precedent to the binding and effectiveness of the Policy. The Declarant is making this Declaration as of the Closing Date, June 6, 2024, for the purpose of confirming certain matters to Sentinel in connection with the issuance of the Policy and the closing of the Transaction. This Declaration is intended to satisfy the no-claims declaration requirement set forth in the Policy and to provide Sentinel with the confirmations and information required thereunder.
NOW, THEREFORE, in consideration of the foregoing recitals and the binding and effectiveness of the Policy, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby makes the following declarations and confirmations:
SECTION 1: DEFINITIONS
As used in this Declaration, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Declaration shall have the meanings ascribed to them in the PSA or the Policy, as applicable.
"Closing Date" means June 6, 2024, the date on which the closing of the Transaction occurs.
"Due Diligence Period" means the period commencing on February 28, 2024 (the date of execution of the PSA) and ending on April 15, 2024, during which the Buyer conducted its investigation and due diligence review of the Target Entities, the Portfolio, and the Transaction, as contemplated by the PSA.
"Knowledge" means the actual knowledge, after reasonable inquiry, of the following individuals, each of whom is a senior officer or executive of the Declarant with direct responsibility for the Transaction (collectively, the "Buyer's Knowledge Individuals"):
(a) Marcus Devereaux, Executive Vice President, Acquisitions;
(b) Leah Torrance, Senior Vice President, Asset Management; and
(c) David Elgin Park, General Counsel.
For purposes of this Declaration, "reasonable inquiry" means such inquiry as a reasonably prudent person holding the same position with the Declarant would undertake in connection with a transaction of comparable size, scope, and complexity, including consultation with direct reports, review of applicable due diligence materials, and consideration of information provided to such individual in the ordinary course of such individual's duties and responsibilities. The term "Buyer's Knowledge Individuals" as used herein is consistent with the definition set forth in Section 1.1 of the PSA.
"Losses" shall have the meaning given to such term in the Policy.
"Policy" means the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company in connection with the Transaction, as described in Recital C of this Declaration.
"PSA" means the Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer, 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.
"Seller's Representations" means the representations and warranties made by Seller in Article IX of the PSA, as qualified by the Disclosure Schedules delivered by Seller to Buyer in connection with the PSA (including any supplements or updates to such Disclosure Schedules delivered prior to the Closing Date).
"Transaction" means the acquisition by Buyer of one hundred percent (100%) of the outstanding membership interests in each of the fourteen (14) Target Entities from Seller pursuant to the terms and conditions of the PSA.
SECTION 2: DECLARATIONS AND CONFIRMATIONS
The Declarant hereby makes the following declarations and confirmations to Sentinel Specialty Insurance Company as of the Closing Date:
2.1 No Known Claims
The Declarant hereby declares and confirms that, as of the Closing Date (June 6, 2024), to the Knowledge of the Declarant, there are no claims, actions, suits, proceedings, arbitrations, investigations, inquiries, or governmental enforcement actions pending or, to the Knowledge of the Declarant, threatened in writing against any Target Entity, Seller, or the Declarant that would reasonably be expected to give rise to a Loss or a claim under the Policy. Without limiting the generality of the foregoing, the Declarant is not aware of any demand, notice of claim, or threatened litigation relating to the Target Entities, the Portfolio, the PSA, or the Transaction that could reasonably be expected to result in a claim being made under the Policy.
2.2 No Known Breach of Seller's Representations
The Declarant hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Declarant, the Declarant is not aware of any breach or inaccuracy of any of Seller's Representations contained in Article IX of the PSA (as qualified by the Disclosure Schedules) that would reasonably be expected to give rise to a claim under the Policy. The Declarant has reviewed the Seller's Closing Certificate, executed by Victor Lansdell, on behalf of Greystone Meridian Partners Fund III, L.P., in his capacity as authorized signatory of the general partner of Seller, which certificate confirms the bring-down of Seller's representations and warranties to the Closing Date in accordance with Section 11.2(a) of the PSA. The Declarant is not aware of any facts or information that would contradict or call into question the accuracy of the representations set forth in the Seller's Closing Certificate. This confirmation is made without independent verification of each individual representation and warranty, but is based on the Declarant's review of the due diligence materials, the Disclosure Schedules, the Seller's Closing Certificate, and the Knowledge of the Buyer's Knowledge Individuals as of the Closing Date.
2.3 No Known Circumstances
The Declarant hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Declarant, there are no facts, circumstances, conditions, events, or developments of which the Declarant is aware that would reasonably be expected to give rise to a claim under the Policy or that could reasonably be expected to result in a breach of Seller's Representations. This confirmation encompasses, without limitation, matters relating to the physical condition of the Properties, environmental conditions, title matters, tenant defaults, litigation, tax matters, regulatory compliance, and the organizational standing and authority of the Target Entities. The Declarant acknowledges that this confirmation is given on the basis of the information available to the Buyer's Knowledge Individuals as of the Closing Date and is not intended as a guarantee that no claim will arise under the Policy following the Closing Date.
2.4 Due Diligence Disclosure
The Declarant hereby declares and confirms that it has conducted thorough and comprehensive due diligence in connection with the Transaction during the Due Diligence Period and continuing through the Closing Date. Such due diligence included, but was not limited to, the following categories of review and investigation:
(a) Title Review. The Declarant obtained and reviewed title commitments from Commonwealth National Title Insurance Company for each of the fourteen (14) Properties. Fourteen (14) pro forma ALTA Owner's Policies (2021 form) were prepared and reviewed by Buyer's counsel. All standard and property-specific title exceptions were analyzed, and title objection letters were delivered and resolved in accordance with the procedures set forth in Section 4.3 of the PSA.
(b) ALTA/NSPS Surveys. Updated ALTA/NSPS Land Title Surveys complying with the 2021 Minimum Standard Detail Requirements were obtained for each of the fourteen (14) Properties from Meridian Land Surveying, Inc., under the supervision of Daniel Caulfield, PLS, PE. The surveys were reviewed by Buyer's counsel and the title company for encroachment, boundary, easement, and setback issues.
(c) Lease Audit. The Declarant conducted a comprehensive audit of eighty-seven (87) leases (including all amendments, modifications, and side letters) across the fourteen (14) Properties. The lease audit included verification of rent rolls, rent escalation schedules, lease expiration dates, renewal options, expansion rights, tenant improvement obligations, free rent periods, and landlord obligations.
(d) Environmental Due Diligence. Phase I Environmental Site Assessments in conformance with ASTM E1527-21 were prepared for each of the fourteen (14) Properties by Trident Environmental Group LLC, under the direction of Rachel Kwan, Senior Environmental Scientist. Twelve (12) of the fourteen (14) Properties received clean findings with no recognized environmental conditions ("RECs"). Two (2) Properties — the Westlake Distribution Hub located at 11500 Westlake Parkway, Houston, Texas (owned by GMP Westlake LLC), and the Lakeland Crossings Industrial facility located at 7100 Drane Field Road, Lakeland, Florida (owned by GMP Lakeland LLC) — were identified as having de minimis recognized environmental conditions that are controlled and subject to existing institutional controls and/or engineering controls. Based on the findings of the Phase I ESAs, no Phase II Environmental Site Assessment was required or recommended for any of the fourteen (14) Properties.
(e) Property Condition Assessments. Property condition assessments were conducted for each of the fourteen (14) Properties by Rampart Building Sciences, Inc., under the direction of Alan Westbrook, PE. The assessments identified aggregate estimated immediate repair costs of Two Million One Hundred Forty Thousand Dollars ($2,140,000), allocated as follows:
(i) Buckhead Place Office Tower (GMP Buckhead LLC) — $890,000;
(ii) Cool Springs Office Park (GMP Cool Springs LLC) — $620,000;
(iii) Lakeland Crossings Industrial (GMP Lakeland LLC) — $380,000; and
(iv) SouthPark Corporate Center (GMP SouthPark LLC) — $250,000.
A PCA Credit in the amount of One Million Seventy Thousand Dollars ($1,070,000) was negotiated and applied at closing as a reduction to the Purchase Price, as reflected in the Adjusted Purchase Price.
(f) Zoning and Land Use Review. Zoning confirmation letters (or zoning compliance letters or certificates of occupancy, as applicable) were obtained for all fourteen (14) Properties, confirming that the current use of each Property is a permitted use under applicable local zoning and land use regulations.
(g) Entity-Level Due Diligence. The Declarant reviewed the organizational documents (operating agreements, certificates of formation, and related governance documents), certificates of good standing, UCC lien searches, judgment and lien searches, and litigation searches for all fourteen (14) Target Entities and for the Seller. No material adverse matters were identified through such searches.
(h) Loan Document Review. The Declarant reviewed the loan documents for all three lender facilities comprising the Assumed Debt, including the Master Loan Agreement with Pinnacle Federal Bank, N.A. (covering Loans 1-A through 1-H), the Loan Agreement with Veltrano Capital Lending Corp. (covering Loans 2-A through 2-D), and the Note Purchase Agreement with Sycamore Life Insurance Company (covering Loans 3-A and 3-B). Such review encompassed the promissory notes, mortgages/deeds of trust, assignment of leases, environmental indemnity agreements, guaranty agreements, and all amendments, modifications, and waivers thereto.
(i) Tax Due Diligence. The Declarant conducted tax due diligence with respect to the Transaction, including analysis of (i) REIT qualification requirements and the impact of the acquisition on the Declarant's REIT status, (ii) transfer tax exposure in each applicable jurisdiction, and (iii) FIRPTA withholding requirements and the delivery by Seller of non-foreign person certifications in compliance with Section 1445 of the Internal Revenue Code.
(j) Insurance Coverage Review. The Declarant reviewed all property and casualty insurance policies, general liability insurance policies, and umbrella/excess liability insurance policies maintained by or on behalf of the Target Entities and the Properties.
(k) Service Contract Review. The Declarant reviewed sixty-three (63) service contracts in effect across the fourteen (14) Properties, including property management agreements, landscaping contracts, janitorial services agreements, elevator maintenance contracts, HVAC maintenance contracts, security services agreements, and waste removal contracts.
The Declarant hereby confirms that all material findings from such due diligence have been disclosed to Sentinel Specialty Insurance Company in the R&W Insurance Broker Submission Memorandum dated February 5, 2024, prepared by Hartwick Gunderson & Associates, Inc. and delivered to Sentinel, together with any supplements, updates, or addenda thereto provided through the Closing Date. The Declarant is not aware of any material due diligence finding that has not been disclosed to Sentinel in connection with the underwriting and issuance of the Policy.
2.5 Estoppel and SNDA Status
The Declarant hereby declares and confirms that, as of the Closing Date, tenant estoppel certificates have been received from tenants representing ninety-one and four-tenths percent (91.4%) of in-place annual base rent across the Portfolio, which equals Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in aggregate in-place annual base rent. This exceeds the eighty percent (80%) estoppel threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) required under Section 11.2(d) of the PSA as a condition to the Buyer's obligation to close.
Seventy-nine (79) of eighty-seven (87) estoppel certificates were received by the Closing Date. Six (6) of the received estoppel certificates contained discrepancies from the information set forth in the rent roll delivered by Seller pursuant to Section 5.1(c) of the PSA. Each such discrepancy was identified by Buyer's counsel and communicated to Seller's counsel during the period from May 10, 2024 through May 24, 2024. All six (6) discrepancies were resolved through supplemental disclosure by Seller and, where applicable, through corrective amendments or side letters executed by the applicable tenants prior to the Closing Date.
With respect to Subordination, Non-Disturbance, and Attornment Agreements ("SNDAs"), thirty-four (34) of thirty-eight (38) required Major Tenant SNDAs (representing 89.5%) were executed and delivered by the Closing Date. The remaining four (4) SNDAs that were not executed by the Closing Date are subject to a post-closing carve-out arrangement, pursuant to which Two Hundred Thousand Dollars ($200,000) has been withheld from Seller's closing proceeds and deposited with the escrow agent to secure Seller's obligation to use commercially reasonable efforts to obtain such SNDAs within sixty (60) days following the Closing Date.
The Declarant hereby confirms that no information received through the estoppel process or the SNDA process has revealed any matter that would reasonably be expected to give rise to a claim under the Policy. The Declarant is not aware of any tenant dispute, rent default, or landlord obligation identified through the estoppel or SNDA process that has not been previously disclosed to Sentinel.
2.6 Lender Consent Status
The Declarant hereby declares and confirms that all three (3) lender consents required under the change of control provisions of the existing mortgage loan agreements governing the Assumed Debt were obtained prior to the Closing Date, as follows:
(a) Veltrano Capital Lending Corp. — Consent to Transfer and Change of Control was executed on May 17, 2024, by Veltrano Capital Lending Corp. acting through its authorized signatory, permitting the transfer of the membership interests in GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (the four office property Target Entities subject to the Veltrano Capital facility).
(b) Sycamore Life Insurance Company — Consent to Transfer was executed on May 22, 2024, by Sycamore Life Insurance Company acting through its authorized signatory, permitting the transfer of the membership interests in GMP Fairfield I LLC and GMP Fairfield II LLC (the two logistics property Target Entities subject to the Sycamore Life facility).
(c) Pinnacle Federal Bank, N.A. — Consent to Transfer and Assumption was executed on June 4, 2024, by Pinnacle Federal Bank, N.A. acting through its authorized signatory, permitting the transfer of the membership interests in GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC, GMP Peachtree LLC, and GMP Mount Juliet LLC (the eight logistics property Target Entities subject to the Pinnacle Federal facility).
In connection with each lender consent, replacement guaranty agreements were executed by Fairwater Real Estate Investment Trust in favor of each respective lender, pursuant to which the Declarant assumed the obligations of guarantor under the applicable loan documents. The replacement guaranty agreements require the Declarant to maintain (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), as such terms are defined in the respective replacement guaranty agreements.
The Declarant hereby confirms that no matters arose during the lender consent process that would reasonably be expected to give rise to a claim under the Policy. No lender identified any default, event of default, or breach of any loan covenant in connection with its consent process. No modifications to the material economic terms of any loan were required as a condition to any lender's consent, other than the execution of the replacement guaranty agreements and customary assumption documentation.
SECTION 3: INDEMNITY ESCROW REFERENCE
The Declarant hereby notes, for informational purposes, that an indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000), representing one and one-half percent (1.5%) of the Purchase Price, has been established with Commonwealth National Title Insurance Company, acting as escrow agent (the "Indemnity Escrow Agent"), pursuant to the Indemnity Escrow Agreement dated as of the Closing Date by and among the Buyer, the Seller, and the Indemnity Escrow Agent. The indemnity escrow has an eighteen (18) month term corresponding to the survival period for the general representations and warranties made by the Seller under the PSA, with an expiration date of December 6, 2025.
The Declarant further notes that the tax representations and warranties made by the Seller under the PSA survive for a period of thirty-six (36) months from the Closing Date, expiring on June 6, 2027. Claims relating to tax representations may be asserted against the indemnity escrow during the eighteen (18) month escrow term and directly against the Seller for the full thirty-six (36) month survival period.
The existence and terms of the indemnity escrow are noted herein solely for informational purposes. Nothing in this Section 3 shall be deemed to limit, modify, reduce, or otherwise affect the terms, conditions, or scope of coverage of the Policy. The Declarant acknowledges that the Policy provides coverage independent of and in addition to the indemnification obligations of the Seller under the PSA and the indemnity escrow, subject to the terms and conditions of the Policy, including the Retention.
SECTION 4: SELLER'S INDEMNIFICATION FRAMEWORK REFERENCE
The Declarant hereby provides the following summary of the Seller's indemnification framework under the PSA, for informational purposes and to confirm consistency with the terms underwritten by Sentinel in the Policy:
General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price.
Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Purchase Price.
Basket (Tipping): Five Million Five Hundred Thousand Dollars ($5,500,000), representing one-half of one percent (0.5%) of the Purchase Price. The basket is structured on a tipping basis, such that once aggregate Losses exceed the basket amount, the Seller is responsible for all Losses from the first dollar (subject to the applicable cap).
De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim. Individual claims that do not exceed the de minimis threshold are excluded from the calculation of aggregate Losses for purposes of the basket.
Survival Periods:
(i) General representations and warranties — eighteen (18) months from the Closing Date (expiring December 6, 2025).
(ii) Tax representations and warranties — thirty-six (36) months from the Closing Date (expiring June 6, 2027).
(iii) Fundamental representations and warranties — survive until the expiration of the applicable statute of limitations, plus sixty (60) days.
The Declarant hereby confirms that the foregoing indemnification terms are consistent with the terms underwritten by Sentinel in the Policy and set forth in the underwriting submission materials provided to Sentinel in connection with the binding of the Policy.
SECTION 5: CONFIRMATION OF PREMIUM PAYMENT
The Declarant hereby confirms that the R&W insurance premium in the amount of One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500) has been paid (or will be paid simultaneously with the delivery of this Declaration) to Sentinel Specialty Insurance Company on the Closing Date (June 6, 2024) by wire transfer of immediately available funds in accordance with the wire instructions provided by Sentinel. The premium reflects a rate of two and fifty-five one-hundredths percent (2.55%) applied to the Policy Limit of Fifty-Five Million Dollars ($55,000,000). The Declarant acknowledges that payment of the premium is a condition to the binding and effectiveness of the Policy and that the premium is fully earned and non-refundable upon payment.
SECTION 6: RELIANCE AND SCOPE
6.1 Reliance. This Declaration is made for the sole and exclusive benefit of Sentinel Specialty Insurance Company and may be relied upon by Sentinel in connection with the binding, issuance, and effectiveness of the Policy. This Declaration may not be relied upon by any other person or entity without the prior written consent of the Declarant.
6.2 As of the Closing Date Only. This Declaration is given as of the Closing Date (June 6, 2024) only and does not constitute a continuing representation, warranty, or covenant. The Declarant has no obligation to update, supplement, or amend this Declaration following the Closing Date, except as may be expressly required by the terms of the Policy.
6.3 No Modification of Policy. No modification, amendment, waiver, or alteration of the terms, conditions, exclusions, or limitations of the Policy is intended or effected by this Declaration. This Declaration is delivered as a condition to the binding and effectiveness of the Policy and is not intended to supplement, expand, or supersede any provision of the Policy.
6.4 No Expansion of Coverage. This Declaration shall not be deemed to expand the scope of coverage under the Policy or to create any obligation, liability, or duty of the Declarant beyond those expressly set forth herein. Nothing in this Declaration shall be construed to create any right, remedy, or cause of action in favor of any third party.
6.5 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
SECTION 7: REPRESENTATIONS REGARDING DECLARANT
The Declarant hereby represents and warrants to Sentinel Specialty Insurance Company as follows:
7.1 Organization and Good Standing. The Declarant is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland and is in good standing in its jurisdiction of organization. The Declarant has the requisite power and authority to own its assets, conduct its business, and execute and deliver this Declaration.
7.2 Publicly Traded. The Declarant's shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." The Declarant is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and files periodic reports with the Securities and Exchange Commission.
7.3 Authorization. The person executing this Declaration on behalf of the Declarant is duly authorized to execute and deliver this Declaration on behalf of the Declarant. No other approval, consent, or authorization is required for the valid execution and delivery of this Declaration by the Declarant.
[Remainder of this page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration as of the date first set forth above.
DECLARANT:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
ACKNOWLEDGMENT.  STATE OF MARYLAND COUNTY OF HOWARD
On this 6th day of June, 2024, before me, the undersigned, a Notary Public in and for the State of Maryland, personally appeared Marcus Devereaux, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Executive Vice President, Acquisitions of Fairwater Real Estate Investment Trust, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of Maryland
My Commission Expires: ____
[NOTARIAL SEAL]
EXHIBIT A
LIST OF TARGET ENTITIES
The following table sets forth the fourteen (14) Target Entities, together with certain identifying and property-level information:
Portfolio Summary:
Geographic Distribution:
EXHIBIT B
SUMMARY OF ASSUMED DEBT
The following table sets forth a summary of the three lending facilities comprising the Assumed Debt in connection with the Transaction:
Notes:
1.  Outstanding principal balances are stated as of February 28, 2024, the date of execution of the PSA. Amortization payments made between February 28, 2024 and the Closing Date (June 6, 2024) may result in a modest reduction to the outstanding principal balances as of the Closing Date.
2.  The Pinnacle Federal Bank facility is structured as a Master Loan Agreement with eight (8) separate loan tranches, each secured by a separate mortgage or deed of trust on the corresponding logistics property. The eight properties subject to this facility are: Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center, Lakeland Crossings Industrial, Southport Logistics Park, Murfreesboro Distribution Center, Peachtree Corners Logistics Center, and Mount Juliet Commerce Park.
3.  The Veltrano Capital Lending Corp. facility is structured as a single Loan Agreement with four (4) separate loan tranches, each secured by a separate mortgage or deed of trust on the corresponding office property. The four properties subject to this facility are: Buckhead Place Office Tower, SouthPark Corporate Center, Cool Springs Office Park, and Brickell Bay Office Building.
4.  The Sycamore Life Insurance Company facility is structured as a Note Purchase Agreement with two (2) separate promissory notes, each secured by a separate mortgage or deed of trust on the corresponding logistics property. The two properties subject to this facility are: Fairfield Logistics Center I and Fairfield Logistics Center II.
5.  All three lender consents to the change of control were obtained prior to the Closing Date, as described in Section 2.6 of this Declaration.
6.  Replacement guaranty agreements were executed by Fairwater Real Estate Investment Trust in favor of each lender at closing. See Section 2.6 of this Declaration for additional detail regarding the guarantor covenants.
[End of Exhibit B]
[End of No-Claims Declaration]
No. | Entity Name | Jurisdiction | EIN | Property Name | Property Address | City | State | Property Type | RSF
1 | GMP Fairfield I LLC | Delaware | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd | Fairburn | GA | Logistics | 412,000
2 | GMP Fairfield II LLC | Delaware | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd | Fairburn | GA | Logistics | 387,000
3 | GMP Westlake LLC | Delaware | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway | Houston | TX | Logistics | 624,000
4 | GMP Katy LLC | Delaware | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway | Katy | TX | Logistics | 538,000
5 | GMP Alliance LLC | Delaware | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd | Fort Worth | TX | Logistics | 485,000
6 | GMP Lakeland LLC | Delaware | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road | Lakeland | FL | Logistics | 372,000
7 | GMP Southport LLC | Delaware | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road | Jacksonville | FL | Logistics | 410,000
8 | GMP Murfreesboro LLC | Delaware | 84-2527856 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway | Murfreesboro | TN | Logistics | 502,000
9 | GMP Buckhead LLC | Delaware | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE | Atlanta | GA | Office | 285,000
10 | GMP SouthPark LLC | Delaware | 84-2639918 | SouthPark Corporate Center | 6200 Fairview Road | Charlotte | NC | Office | 218,000
11 | GMP Cool Springs LLC | Delaware | 84-2639925 | Cool Springs Office Park | 5000 Virginia Way | Brentwood | TN | Office | 196,000
12 | GMP Brickell LLC | Delaware | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue | Miami | FL | Office | 152,000
13 | GMP Peachtree LLC | Delaware | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd | Peachtree Corners | GA | Logistics | 345,000
14 | GMP Mount Juliet LLC | Delaware | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road | Mount Juliet | TN | Logistics | 298,000
Category | RSF | % of Total
Logistics Properties (10) | 4,373,000 SF | 83.7%
Office Properties (4) | 851,000 SF | 16.3%
Total Portfolio (14) | 5,224,000 SF | 100.0%
State | Number of Properties
Georgia | 4
Texas | 3
Florida | 3
Tennessee | 3
North Carolina | 1
Total | 14
Lender | Loan Agreement Date | Loan Tranches | Outstanding Principal Balance (as of 2/28/2024) | Interest Rate | Maturity Date | Lender Counsel
Pinnacle Federal Bank, N.A. | September 15, 2020 (Master Loan Agreement) | Loans 1-A through 1-H (8 logistics properties) | $421,600,000 | 4.22% fixed | July 1, 2028 | Whitfield & Archer LLP (Sandra Whitfield)
Veltrano Capital Lending Corp. | February 1, 2021 (Loan Agreement) | Loans 2-A through 2-D (4 office properties) | $142,300,000 | 4.68% fixed | March 1, 2029 | Cranford McCabe LLP (Leo Cranford)
Sycamore Life Insurance Company | November 22, 2019 (Note Purchase Agreement) | Loans 3-A and 3-B (2 logistics properties) | $48,100,000 | 3.95% fixed | December 1, 2030 | Partridge Wynn & Slater LLP (Claire Wynn)
Total | $612,000,000