1036-00004 · Client 1036 · Transaction Documents/Exhibits

psa-exhibit-c-form-seller-closing-certificate.docx DOCUMENT Real Estate

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EXHIBIT C

FORM OF SELLER'S CLOSING CERTIFICATE

SELLER'S CLOSING CERTIFICATE

Delivered pursuant to Section 9.2(a)(iii) of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, collectively, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. All section references herein, unless otherwise indicated, are to sections of the Agreement.

RECITALS

A. The Agreement provides for the sale by Seller to Buyer of one hundred percent (100%) of the membership interests (the "Interests") in each of the following Delaware limited liability companies (collectively, the "Target Entities"):

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

Each Target Entity is the fee simple owner (or ground lessee, as applicable) of the real property and improvements more particularly described in Exhibit A to the Agreement (each, a "Property" and, collectively, the "Properties").

B. The Purchase Price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustment as provided in the Agreement, including, without limitation, the PCA credit of One Million Seventy Thousand Dollars ($1,070,000) and the proration and working-capital adjustment mechanism set forth in Exhibit U of the Agreement.

C. The closing of the transactions contemplated by the Agreement (the "Closing") is occurring on the date hereof.

D. Pursuant to Section 9.2(a)(iii) of the Agreement, Seller is required to deliver this Seller's Closing Certificate (this "Certificate") to Buyer as a condition precedent to Buyer's obligation to consummate the Closing.

NOW, THEREFORE, Seller hereby certifies and confirms the following to Buyer as of the date hereof:

Section 1. Bring-Down of Representations and Warranties.

Seller hereby certifies that each of the representations and warranties made by Seller in Article IV of the Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except:

(i) to the extent such representations and warranties are expressly made as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; and

(ii) for changes permitted or contemplated by the Agreement, including, without limitation, changes arising from actions taken or omitted by Seller with the prior written consent of Buyer.

Notwithstanding the foregoing, those representations and warranties of Seller contained in Article IV of the Agreement that are qualified by materiality, "Material Adverse Effect," or words of similar import are true and correct in all respects as of the Closing Date (or, if made as of a specified earlier date, as of such earlier date), without duplication of any such materiality qualifier.

For purposes of clarity and without limiting any provision of the Agreement, the parties acknowledge that the representations and warranties contained in Article IV of the Agreement survive the Closing for the following periods, in each case as more fully set forth in Section 11.1 of the Agreement:

(a) General Representations. All representations and warranties of Seller contained in Article IV of the Agreement (other than the Tax Representations and the Fundamental Representations, each as defined below) shall survive the Closing for a period of eighteen (18) months following the Closing Date (i.e., through and including December 6, 2025).

(b) Tax Representations. Those representations and warranties of Seller set forth in Sections 4.14(a) through 4.14(g) of the Agreement (collectively, the "Tax Representations") shall survive the Closing for a period of thirty-six (36) months following the Closing Date (i.e., through and including June 6, 2027).

(c) Fundamental Representations. Those representations and warranties of Seller set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; Binding Effect), 4.3 (Ownership of Interests), 4.4 (No Conflicts), and 4.24 (Brokers) of the Agreement (collectively, the "Fundamental Representations") shall survive the Closing for the applicable statute of limitations period (including any extensions or waivers thereof).

Section 2. Seller's Knowledge Individuals.

Seller hereby confirms that all references to "Seller's knowledge," "the knowledge of Seller," "to the best of Seller's knowledge," or similar formulations in the representations and warranties set forth in Article IV of the Agreement, in the Disclosure Schedules delivered in connection therewith, and in this Certificate are based on the actual knowledge of the following individuals, in each case after due and reasonable inquiry of those persons within Seller's organization and within the property management organization reasonably expected to have knowledge of the relevant subject matter:

(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;

(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and

Each of the foregoing individuals (collectively, the "Knowledge Individuals") has been identified in Section 1.1 of the Agreement, and no additional Knowledge Individuals have been designated since the date of the Agreement.

Section 3. Updated Disclosure Schedules.

Except as set forth on the updated disclosure schedules attached hereto as Schedule A (if any), the Disclosure Schedules delivered by Seller to Buyer in connection with the Agreement on February 28, 2024 — including the general Disclosure Schedules (Schedule 1) and the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) — remain true, correct, and complete in all material respects as of the Closing Date. Seller has reviewed the Disclosure Schedules in connection with the preparation of this Certificate and has made such updates thereto as are necessary to ensure the continued accuracy and completeness of the Disclosure Schedules in all material respects.

Any updates to the Disclosure Schedules set forth on Schedule A hereto are provided for informational purposes only and do not, and shall not be deemed to, limit, modify, waive, or otherwise affect Buyer's rights, remedies, or entitlements under the Agreement or under the buyer-side representations and warranties insurance policy (Policy No. SRWI-2024-041773) issued by Sentinel Specialty Insurance Company (the "R&W Insurance Policy"). For the avoidance of doubt, the delivery of any updated Disclosure Schedules pursuant to this Section 3 shall not cure any breach of any representation or warranty that existed as of the date of the Agreement or that would have existed but for such update, and Buyer's rights with respect to any such breach shall be preserved in accordance with the terms of the Agreement.

Section 4. Covenants.

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

(a) Ordinary Course Operations. Between the date of the Agreement (February 28, 2024) and the Closing Date, Seller has caused each Target Entity to operate the Properties and conduct its business in the ordinary course of business consistent with past practice, and has not taken or permitted any action that would constitute a breach of the operating covenants set forth in Section 7.1 of the Agreement, including, without limitation, the restrictions on entering into new leases or lease modifications, incurring indebtedness, making capital expenditures in excess of $250,000 individually or $1,000,000 in the aggregate, or hiring or terminating property-level employees, in each case without Buyer's prior written consent (which consent was not unreasonably withheld, conditioned, or delayed).

(b) Tenant Estoppel Certificates. Seller has delivered, or caused to be delivered, to Buyer duly executed tenant estoppel certificates from tenants representing at least eighty percent (80%) of the aggregate in-place base rent across all Properties ($59,840,000 of $74,800,000 in annual in-place base rent) and from every tenant occupying 25,000 or more rentable square feet at any individual Property (each, a "Major Tenant"), in each case in form and substance reasonably acceptable to Buyer as required by Section 9.2(a)(vii) of the Agreement. Seller confirms that, as of the Closing Date, estoppel certificates have been received from tenants representing approximately ninety-one and four-tenths percent (91.4%) of the aggregate in-place base rent ($68,371,200 of $74,800,000 in annual in-place base rent), which percentage exceeds the minimum threshold required under the Agreement.

(c) SNDAs. Seller has delivered, or facilitated the delivery of, Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from Major Tenants (i.e., tenants with annual base rent of at least One Million Five Hundred Thousand Dollars ($1,500,000) per annum) as required by Section 9.2(a)(viii) of the Agreement. Seller confirms that thirty-four (34) of thirty-eight (38) required SNDAs have been executed and delivered to Buyer as of the Closing Date. The remaining four (4) SNDAs are subject to the post-closing delivery obligation and the holdback of Two Hundred Thousand Dollars ($200,000) as set forth in that certain Side Letter Agreement of even date herewith between Seller and Buyer (the "SNDA Side Letter"). The terms and conditions governing the post-closing delivery of the remaining four (4) SNDAs and the release of the holdback amount are as set forth in the SNDA Side Letter.

(d) Change of Control. Seller has not taken, and has not permitted any Target Entity to take, any action that would cause or constitute a "change of control," "transfer," or similar triggering event under any of the Assumed Loan Documents without first obtaining the requisite lender consent therefor. All lender consents required under the Assumed Loan Documents have been obtained as more particularly described in Section 10 of this Certificate.

(e) Lender Consent Cooperation. Seller has cooperated with Buyer in good faith in connection with obtaining lender consents from each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, including by providing all financial statements, organizational documents, operating data, and other information reasonably requested by such lenders in connection with the consent process, and by participating in lender meetings and conference calls as reasonably requested by Buyer.

Section 5. No Material Adverse Effect.

Seller hereby certifies that since the date of the Agreement (February 28, 2024) through the Closing Date, no event, occurrence, change, development, circumstance, condition, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target Entities, the Properties, or the Interests. For purposes of this Certificate, the term "Material Adverse Effect" has the meaning ascribed to it in Section 1.1 of the Agreement, including all exceptions and exclusions set forth therein.

Section 6. No Proceedings.

Seller hereby certifies that, as of the Closing Date, there is no action, suit, litigation, claim, arbitration, investigation, inquiry, or governmental proceeding pending, or, to Seller's knowledge, threatened in writing, against Seller, any Target Entity, or any Property that would:

(i) restrain, enjoin, prevent, prohibit, or otherwise materially impair the ability of Seller or any Target Entity to consummate the transactions contemplated by the Agreement; or

(ii) result in, or would reasonably be expected to result in, a Material Adverse Effect on the Target Entities, the Properties, or the Interests,

in each case except as disclosed in Exhibit J to the Agreement (List of Pending Litigation) and the Disclosure Schedules (including any updates thereto set forth on Schedule A hereto). The matters disclosed on Exhibit J and the Disclosure Schedules remain in substantially the same posture as described therein, and no material developments have occurred with respect to any such matters since the date of the Agreement that have not been previously disclosed to Buyer in writing.

Section 7. Title to Interests.

Seller hereby certifies that, as of the Closing Date, Seller is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in each of the fourteen (14) Target Entities, free and clear of all liens, charges, encumbrances, pledges, security interests, options, rights of first refusal, rights of first offer, transfer restrictions (other than restrictions under applicable securities laws), voting agreements, adverse claims, or other encumbrances of any kind or nature whatsoever, other than those that will be fully released and discharged at or prior to the Closing (including, without limitation, the release of any UCC-1 financing statements filed against the Interests or the Target Entities in connection with the existing indebtedness). At the Closing, Seller will transfer and convey to Buyer good and valid title to the Interests, free and clear of all such liens and encumbrances, subject only to Permitted Encumbrances (as defined in the Agreement).

Section 8. Authority and Authorization.

Seller hereby certifies as follows:

(a) Seller is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has full power and authority to execute, deliver, and perform its obligations under the Agreement, this Certificate, and all other documents, instruments, and agreements to be executed and delivered by Seller in connection with the Closing (collectively, the "Seller Closing Documents").

(b) The execution, delivery, and performance by Seller of the Agreement and each of the Seller Closing Documents have been duly authorized by all necessary action on the part of Seller, including, without limitation, all requisite approvals and consents of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the sole general partner of Seller ("General Partner"), and no further action, vote, approval, or consent of Seller, the General Partner, or any limited partner of Seller is required in connection therewith.

(c) Except for the lender consents described in Section 10 of this Certificate (all of which have been obtained), no consent, approval, authorization, order, license, permit, or filing with or notice to any person, entity, governmental authority, or regulatory body is required for or in connection with the execution, delivery, and performance by Seller of the Agreement or any of the Seller Closing Documents, or the consummation by Seller of the transactions contemplated thereby.

(d) The Agreement and each of the Seller Closing Documents have been (or, at the Closing, will be) duly executed and delivered by Seller and constitute (or, upon execution and delivery, will constitute) the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 9. Indemnification Matters.

Seller hereby certifies and confirms as follows:

(a) As of the Closing Date, Seller is not aware of any facts, circumstances, events, conditions, or occurrences that would reasonably be expected to give rise to a claim for indemnification by Buyer under Article XI of the Agreement or that would reasonably be expected to result in a Loss (as defined in Section 11.2 of the Agreement) for which Buyer would be entitled to indemnification from Seller.

(b) As of the Closing Date, in accordance with Section 11.5 of the Agreement, an amount equal to Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price) has been deposited by Seller with Commonwealth National Title Insurance Company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the Escrow Agreement of even date herewith among Seller, Buyer, and the Escrow Agent (the "Escrow Agreement"), to serve as security for Seller's indemnification obligations under the Agreement (the "Indemnity Escrow").

(c) The following limitations on Seller's liability under Article XI of the Agreement are in full force and effect as of the Closing Date:

(i) General Representation Cap: Seller's aggregate liability for Losses arising from breaches of representations and warranties (other than Fundamental Representations) shall not exceed Fifty-Five Million Dollars ($55,000,000) (representing 5% of the Purchase Price).

(ii) Fundamental Representation Cap: Seller's aggregate liability for Losses arising from breaches of Fundamental Representations shall not exceed One Hundred Ten Million Dollars ($110,000,000) (representing 10% of the Purchase Price).

(iii) Basket (Tipping): Buyer shall not be entitled to indemnification for Losses arising from breaches of representations and warranties (other than Fundamental Representations) until the aggregate amount of all such Losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (representing 0.5% of the Purchase Price), at which point Buyer shall be entitled to indemnification for all such Losses from the first dollar thereof (i.e., a tipping basket, not a deductible).

(iv) De Minimis Threshold: No individual claim (or series of related claims arising from the same or substantially similar facts or circumstances) for Losses shall be counted toward the basket unless and until the amount of such individual claim (or series of related claims) exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000).

Section 10. Assumed Debt / Lender Consents.

Seller hereby certifies and confirms that all requisite lender consents for the change of control of the Target Entities under the Assumed Loan Documents have been obtained as follows:

(a) Pinnacle Federal Bank, N.A. — Written consent received on June 4, 2024, with respect to Loans 1-A through 1-H, having an aggregate outstanding principal balance of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), all of which are governed by that certain Master Loan Agreement dated September 15, 2020, by and among certain of the Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender, as amended from time to time (collectively, the "Pinnacle Loans").

(b) Veltrano Capital Lending Corp. — Written consent received on May 17, 2024, with respect to Loans 2-A through 2-D, having an aggregate outstanding principal balance of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000), all of which are governed by that certain Loan Agreement dated February 1, 2021, by and among certain of the Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender, as amended from time to time (collectively, the "Veltrano Loans").

(c) Sycamore Life Insurance Company — Written consent received on May 22, 2024, with respect to Loans 3-A and 3-B, having an aggregate outstanding principal balance of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000), all of which are governed by that certain Note Purchase Agreement dated November 22, 2019, by and between a certain Target Entity, as issuer, and Sycamore Life Insurance Company, as purchaser, as amended from time to time (collectively, the "Sycamore Loans" and, together with the Pinnacle Loans and the Veltrano Loans, the "Assumed Loans").

Seller further certifies that, as of the Closing Date, neither Seller nor any Target Entity is in default (or in a state of facts that, with the giving of notice or the lapse of time, or both, would constitute a default) under any of the Assumed Loan Documents, and no event has occurred that would give any lender the right to accelerate the maturity of any of the Assumed Loans or to exercise any other remedy under the Assumed Loan Documents.

Section 11. Security Deposits.

Seller hereby certifies and confirms that, as of the Closing Date, the aggregate tenant security deposits held by the Target Entities total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000). All such security deposits are held in segregated or commingled depository accounts at Magnolia Commerce Bank, N.A., in accordance with the requirements of the applicable tenant leases and applicable state laws. Such security deposits will be transferred to Buyer as part of the entity-level transfer of the Interests at the Closing, and no separate assignment or transfer of such security deposit accounts shall be required other than the delivery by Seller of account transfer instructions and such bank documentation as may be reasonably required to effectuate the change of authorized signatories on such accounts.

Section 12. Service Contracts.

Seller hereby certifies and confirms that the list of service contracts, property management agreements, and other material contracts set forth on Exhibit I to the Agreement is complete and accurate in all material respects as of the Closing Date, except as updated in any supplemental disclosure schedules attached hereto as part of Schedule A. No Target Entity has entered into, modified, extended, renewed, or terminated any service contract or property management agreement since the date of the Agreement except in the ordinary course of business consistent with past practice and in compliance with the covenants set forth in Section 7.1 of the Agreement (including any such actions taken with the prior written consent of Buyer).

Section 13. Insurance.

Seller hereby certifies and confirms that, as of the Closing Date, all insurance policies covering the Properties and the Target Entities that are required to be maintained under the Assumed Loan Documents and under the Agreement remain in full force and effect. No notice of cancellation, non-renewal, or material modification has been received by Seller or any Target Entity with respect to any such insurance policy, and all premiums due and payable with respect to such policies through the Closing Date have been paid in full. A summary of all insurance policies in effect as of the Closing Date has been provided to Buyer and is consistent with the information previously delivered pursuant to Section 4.16 of the Agreement.

Section 14. Tax Matters.

Seller hereby certifies and confirms as follows:

(a) Each Target Entity has timely filed (or has obtained valid extensions for the filing of) all income, franchise, real property, personal property, and other tax returns required to be filed with any federal, state, or local taxing authority on or prior to the Closing Date, and all such returns are true, correct, and complete in all material respects.

(b) Each Target Entity has timely paid (or caused to be paid) all taxes due and owing through the Closing Date, including, without limitation, all real property taxes, personal property taxes, income taxes, franchise taxes, payroll taxes, and transfer taxes, and there are no outstanding tax deficiencies or delinquencies with respect to any Target Entity.

(c) No Target Entity is a party to, is bound by, or has any obligation under any tax sharing agreement, tax indemnification agreement, tax allocation agreement, or any similar agreement or arrangement, other than customary provisions contained in commercial leases requiring tenants to reimburse operating expenses (including real property taxes) on a pro rata basis.

(d) There are no pending or, to Seller's knowledge, threatened in writing, tax audits, assessments, examinations, claims, or proceedings against any Target Entity by any federal, state, or local taxing authority. No Target Entity has received any written notice of a proposed assessment, deficiency, or adjustment from any taxing authority with respect to any taxes.

Section 15. Environmental.

Seller hereby certifies and confirms that, except as disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (as listed in Exhibit N to the Agreement) and in the Disclosure Schedules (including the Property-Specific Disclosure Schedules for the applicable Properties), to Seller's knowledge:

(a) No Target Entity or Property is in violation of any applicable Environmental Law (as defined in Section 1.1 of the Agreement), and no Target Entity has received any written notice from any governmental authority alleging any such violation.

(b) No Hazardous Materials (as defined in Section 1.1 of the Agreement) are present at, on, under, or emanating from any Property in quantities or concentrations that would require remediation, removal, response action, or reporting under any applicable Environmental Law.

(c) No Target Entity has received any written notice of any pending or threatened claim, action, or proceeding under any Environmental Law relating to any Property, and no Target Entity has entered into any consent order, consent decree, or other agreement with any governmental authority relating to Environmental Laws or Hazardous Materials.

Section 16. Limitations / Qualifications.

This Certificate is delivered solely for purposes of satisfying the closing condition set forth in Section 9.2(a)(iii) of the Agreement. This Certificate is subject in all respects to the limitations on liability, disclaimers, and other qualifications set forth in the Agreement, including, without limitation, the caps on liability, baskets, de minimis thresholds, survival periods, exclusive remedy provisions, and other limitations described in Article XI thereof.

This Certificate is not intended to, and shall not, expand, modify, supplement, or otherwise alter the representations and warranties of Seller set forth in Article IV of the Agreement. Nothing in this Certificate shall create any new representation, warranty, covenant, or agreement not expressly set forth in the Agreement, nor shall any statement contained herein be construed as a separate and independent representation or warranty of Seller.

Seller acknowledges that Buyer has obtained a buyer-side representations and warranties insurance policy from Sentinel Specialty Insurance Company (Policy No. SRWI-2024-041773) with an aggregate policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the Closing Date, all as more particularly described in the R&W Insurance Policy. Nothing in this Certificate shall be construed to limit, modify, or waive Buyer's rights under the R&W Insurance Policy, nor shall the delivery of this Certificate affect the coverage or terms of the R&W Insurance Policy.

Section 17. Governing Law.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict-of-laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 13.8 of the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, Seller has caused this Seller's Closing Certificate to be duly executed and delivered by its duly authorized representative as of the date set forth below.

SELLER:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

SCHEDULE A

Updated Disclosure Schedules

Pursuant to Section 3 of this Seller's Closing Certificate, the following updates, supplements, and modifications to the Disclosure Schedules originally delivered by Seller to Buyer in connection with the Agreement on February 28, 2024 (including the general Disclosure Schedules (Schedule 1) and the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14)) are provided as of the Closing Date (June 6, 2024):

None.

No updates, supplements, or modifications to the Disclosure Schedules are required as of the Closing Date. The Disclosure Schedules as originally delivered on February 28, 2024 remain true, correct, and complete in all material respects.

This Schedule A is attached to and forms a part of that certain Seller's Closing Certificate delivered pursuant to Section 9.2(a)(iii) of the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust.

EXHIBIT C
FORM OF SELLER'S CLOSING CERTIFICATE
SELLER'S CLOSING CERTIFICATE
Delivered pursuant to Section 9.2(a)(iii) of that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, collectively, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer").
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. All section references herein, unless otherwise indicated, are to sections of the Agreement.
RECITALS
A. The Agreement provides for the sale by Seller to Buyer of one hundred percent (100%) of the membership interests (the "Interests") in each of the following Delaware limited liability companies (collectively, the "Target Entities"):
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
Each Target Entity is the fee simple owner (or ground lessee, as applicable) of the real property and improvements more particularly described in Exhibit A to the Agreement (each, a "Property" and, collectively, the "Properties").
B. The Purchase Price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustment as provided in the Agreement, including, without limitation, the PCA credit of One Million Seventy Thousand Dollars ($1,070,000) and the proration and working-capital adjustment mechanism set forth in Exhibit U of the Agreement.
C. The closing of the transactions contemplated by the Agreement (the "Closing") is occurring on the date hereof.
D. Pursuant to Section 9.2(a)(iii) of the Agreement, Seller is required to deliver this Seller's Closing Certificate (this "Certificate") to Buyer as a condition precedent to Buyer's obligation to consummate the Closing.
NOW, THEREFORE, Seller hereby certifies and confirms the following to Buyer as of the date hereof:
Section 1. Bring-Down of Representations and Warranties.
Seller hereby certifies that each of the representations and warranties made by Seller in Article IV of the Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except:
(i) to the extent such representations and warranties are expressly made as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; and
(ii) for changes permitted or contemplated by the Agreement, including, without limitation, changes arising from actions taken or omitted by Seller with the prior written consent of Buyer.
Notwithstanding the foregoing, those representations and warranties of Seller contained in Article IV of the Agreement that are qualified by materiality, "Material Adverse Effect," or words of similar import are true and correct in all respects as of the Closing Date (or, if made as of a specified earlier date, as of such earlier date), without duplication of any such materiality qualifier.
For purposes of clarity and without limiting any provision of the Agreement, the parties acknowledge that the representations and warranties contained in Article IV of the Agreement survive the Closing for the following periods, in each case as more fully set forth in Section 11.1 of the Agreement:
(a) General Representations. All representations and warranties of Seller contained in Article IV of the Agreement (other than the Tax Representations and the Fundamental Representations, each as defined below) shall survive the Closing for a period of eighteen (18) months following the Closing Date (i.e., through and including December 6, 2025).
(b) Tax Representations. Those representations and warranties of Seller set forth in Sections 4.14(a) through 4.14(g) of the Agreement (collectively, the "Tax Representations") shall survive the Closing for a period of thirty-six (36) months following the Closing Date (i.e., through and including June 6, 2027).
(c) Fundamental Representations. Those representations and warranties of Seller set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; Binding Effect), 4.3 (Ownership of Interests), 4.4 (No Conflicts), and 4.24 (Brokers) of the Agreement (collectively, the "Fundamental Representations") shall survive the Closing for the applicable statute of limitations period (including any extensions or waivers thereof).
Section 2. Seller's Knowledge Individuals.
Seller hereby confirms that all references to "Seller's knowledge," "the knowledge of Seller," "to the best of Seller's knowledge," or similar formulations in the representations and warranties set forth in Article IV of the Agreement, in the Disclosure Schedules delivered in connection therewith, and in this Certificate are based on the actual knowledge of the following individuals, in each case after due and reasonable inquiry of those persons within Seller's organization and within the property management organization reasonably expected to have knowledge of the relevant subject matter:
(a) Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC;
(b) Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC; and
(c) Sean Kilpatrick, Portfolio Manager, Argyle Property Services LLC.
Each of the foregoing individuals (collectively, the "Knowledge Individuals") has been identified in Section 1.1 of the Agreement, and no additional Knowledge Individuals have been designated since the date of the Agreement.
Section 3. Updated Disclosure Schedules.
Except as set forth on the updated disclosure schedules attached hereto as Schedule A (if any), the Disclosure Schedules delivered by Seller to Buyer in connection with the Agreement on February 28, 2024 — including the general Disclosure Schedules (Schedule 1) and the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) — remain true, correct, and complete in all material respects as of the Closing Date. Seller has reviewed the Disclosure Schedules in connection with the preparation of this Certificate and has made such updates thereto as are necessary to ensure the continued accuracy and completeness of the Disclosure Schedules in all material respects.
Any updates to the Disclosure Schedules set forth on Schedule A hereto are provided for informational purposes only and do not, and shall not be deemed to, limit, modify, waive, or otherwise affect Buyer's rights, remedies, or entitlements under the Agreement or under the buyer-side representations and warranties insurance policy (Policy No. SRWI-2024-041773) issued by Sentinel Specialty Insurance Company (the "R&W Insurance Policy"). For the avoidance of doubt, the delivery of any updated Disclosure Schedules pursuant to this Section 3 shall not cure any breach of any representation or warranty that existed as of the date of the Agreement or that would have existed but for such update, and Buyer's rights with respect to any such breach shall be preserved in accordance with the terms of the Agreement.
Section 4. Covenants.
Seller hereby certifies that Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller on or prior to the Closing Date, including, without limitation, the following:
(a) Ordinary Course Operations. Between the date of the Agreement (February 28, 2024) and the Closing Date, Seller has caused each Target Entity to operate the Properties and conduct its business in the ordinary course of business consistent with past practice, and has not taken or permitted any action that would constitute a breach of the operating covenants set forth in Section 7.1 of the Agreement, including, without limitation, the restrictions on entering into new leases or lease modifications, incurring indebtedness, making capital expenditures in excess of $250,000 individually or $1,000,000 in the aggregate, or hiring or terminating property-level employees, in each case without Buyer's prior written consent (which consent was not unreasonably withheld, conditioned, or delayed).
(b) Tenant Estoppel Certificates. Seller has delivered, or caused to be delivered, to Buyer duly executed tenant estoppel certificates from tenants representing at least eighty percent (80%) of the aggregate in-place base rent across all Properties ($59,840,000 of $74,800,000 in annual in-place base rent) and from every tenant occupying 25,000 or more rentable square feet at any individual Property (each, a "Major Tenant"), in each case in form and substance reasonably acceptable to Buyer as required by Section 9.2(a)(vii) of the Agreement. Seller confirms that, as of the Closing Date, estoppel certificates have been received from tenants representing approximately ninety-one and four-tenths percent (91.4%) of the aggregate in-place base rent ($68,371,200 of $74,800,000 in annual in-place base rent), which percentage exceeds the minimum threshold required under the Agreement.
(c) SNDAs. Seller has delivered, or facilitated the delivery of, Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from Major Tenants (i.e., tenants with annual base rent of at least One Million Five Hundred Thousand Dollars ($1,500,000) per annum) as required by Section 9.2(a)(viii) of the Agreement. Seller confirms that thirty-four (34) of thirty-eight (38) required SNDAs have been executed and delivered to Buyer as of the Closing Date. The remaining four (4) SNDAs are subject to the post-closing delivery obligation and the holdback of Two Hundred Thousand Dollars ($200,000) as set forth in that certain Side Letter Agreement of even date herewith between Seller and Buyer (the "SNDA Side Letter"). The terms and conditions governing the post-closing delivery of the remaining four (4) SNDAs and the release of the holdback amount are as set forth in the SNDA Side Letter.
(d) Change of Control. Seller has not taken, and has not permitted any Target Entity to take, any action that would cause or constitute a "change of control," "transfer," or similar triggering event under any of the Assumed Loan Documents without first obtaining the requisite lender consent therefor. All lender consents required under the Assumed Loan Documents have been obtained as more particularly described in Section 10 of this Certificate.
(e) Lender Consent Cooperation. Seller has cooperated with Buyer in good faith in connection with obtaining lender consents from each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, including by providing all financial statements, organizational documents, operating data, and other information reasonably requested by such lenders in connection with the consent process, and by participating in lender meetings and conference calls as reasonably requested by Buyer.
Section 5. No Material Adverse Effect.
Seller hereby certifies that since the date of the Agreement (February 28, 2024) through the Closing Date, no event, occurrence, change, development, circumstance, condition, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target Entities, the Properties, or the Interests. For purposes of this Certificate, the term "Material Adverse Effect" has the meaning ascribed to it in Section 1.1 of the Agreement, including all exceptions and exclusions set forth therein.
Section 6. No Proceedings.
Seller hereby certifies that, as of the Closing Date, there is no action, suit, litigation, claim, arbitration, investigation, inquiry, or governmental proceeding pending, or, to Seller's knowledge, threatened in writing, against Seller, any Target Entity, or any Property that would:
(i) restrain, enjoin, prevent, prohibit, or otherwise materially impair the ability of Seller or any Target Entity to consummate the transactions contemplated by the Agreement; or
(ii) result in, or would reasonably be expected to result in, a Material Adverse Effect on the Target Entities, the Properties, or the Interests,
in each case except as disclosed in Exhibit J to the Agreement (List of Pending Litigation) and the Disclosure Schedules (including any updates thereto set forth on Schedule A hereto). The matters disclosed on Exhibit J and the Disclosure Schedules remain in substantially the same posture as described therein, and no material developments have occurred with respect to any such matters since the date of the Agreement that have not been previously disclosed to Buyer in writing.
Section 7. Title to Interests.
Seller hereby certifies that, as of the Closing Date, Seller is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in each of the fourteen (14) Target Entities, free and clear of all liens, charges, encumbrances, pledges, security interests, options, rights of first refusal, rights of first offer, transfer restrictions (other than restrictions under applicable securities laws), voting agreements, adverse claims, or other encumbrances of any kind or nature whatsoever, other than those that will be fully released and discharged at or prior to the Closing (including, without limitation, the release of any UCC-1 financing statements filed against the Interests or the Target Entities in connection with the existing indebtedness). At the Closing, Seller will transfer and convey to Buyer good and valid title to the Interests, free and clear of all such liens and encumbrances, subject only to Permitted Encumbrances (as defined in the Agreement).
Section 8. Authority and Authorization.
Seller hereby certifies as follows:
(a) Seller is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has full power and authority to execute, deliver, and perform its obligations under the Agreement, this Certificate, and all other documents, instruments, and agreements to be executed and delivered by Seller in connection with the Closing (collectively, the "Seller Closing Documents").
(b) The execution, delivery, and performance by Seller of the Agreement and each of the Seller Closing Documents have been duly authorized by all necessary action on the part of Seller, including, without limitation, all requisite approvals and consents of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the sole general partner of Seller ("General Partner"), and no further action, vote, approval, or consent of Seller, the General Partner, or any limited partner of Seller is required in connection therewith.
(c) Except for the lender consents described in Section 10 of this Certificate (all of which have been obtained), no consent, approval, authorization, order, license, permit, or filing with or notice to any person, entity, governmental authority, or regulatory body is required for or in connection with the execution, delivery, and performance by Seller of the Agreement or any of the Seller Closing Documents, or the consummation by Seller of the transactions contemplated thereby.
(d) The Agreement and each of the Seller Closing Documents have been (or, at the Closing, will be) duly executed and delivered by Seller and constitute (or, upon execution and delivery, will constitute) the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 9. Indemnification Matters.
Seller hereby certifies and confirms as follows:
(a) As of the Closing Date, Seller is not aware of any facts, circumstances, events, conditions, or occurrences that would reasonably be expected to give rise to a claim for indemnification by Buyer under Article XI of the Agreement or that would reasonably be expected to result in a Loss (as defined in Section 11.2 of the Agreement) for which Buyer would be entitled to indemnification from Seller.
(b) As of the Closing Date, in accordance with Section 11.5 of the Agreement, an amount equal to Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price) has been deposited by Seller with Commonwealth National Title Insurance Company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the Escrow Agreement of even date herewith among Seller, Buyer, and the Escrow Agent (the "Escrow Agreement"), to serve as security for Seller's indemnification obligations under the Agreement (the "Indemnity Escrow").
(c) The following limitations on Seller's liability under Article XI of the Agreement are in full force and effect as of the Closing Date:
(i) General Representation Cap: Seller's aggregate liability for Losses arising from breaches of representations and warranties (other than Fundamental Representations) shall not exceed Fifty-Five Million Dollars ($55,000,000) (representing 5% of the Purchase Price).
(ii) Fundamental Representation Cap: Seller's aggregate liability for Losses arising from breaches of Fundamental Representations shall not exceed One Hundred Ten Million Dollars ($110,000,000) (representing 10% of the Purchase Price).
(iii) Basket (Tipping): Buyer shall not be entitled to indemnification for Losses arising from breaches of representations and warranties (other than Fundamental Representations) until the aggregate amount of all such Losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (representing 0.5% of the Purchase Price), at which point Buyer shall be entitled to indemnification for all such Losses from the first dollar thereof (i.e., a tipping basket, not a deductible).
(iv) De Minimis Threshold: No individual claim (or series of related claims arising from the same or substantially similar facts or circumstances) for Losses shall be counted toward the basket unless and until the amount of such individual claim (or series of related claims) exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000).
Section 10. Assumed Debt / Lender Consents.
Seller hereby certifies and confirms that all requisite lender consents for the change of control of the Target Entities under the Assumed Loan Documents have been obtained as follows:
(a) Pinnacle Federal Bank, N.A. — Written consent received on June 4, 2024, with respect to Loans 1-A through 1-H, having an aggregate outstanding principal balance of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), all of which are governed by that certain Master Loan Agreement dated September 15, 2020, by and among certain of the Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender, as amended from time to time (collectively, the "Pinnacle Loans").
(b) Veltrano Capital Lending Corp. — Written consent received on May 17, 2024, with respect to Loans 2-A through 2-D, having an aggregate outstanding principal balance of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000), all of which are governed by that certain Loan Agreement dated February 1, 2021, by and among certain of the Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender, as amended from time to time (collectively, the "Veltrano Loans").
(c) Sycamore Life Insurance Company — Written consent received on May 22, 2024, with respect to Loans 3-A and 3-B, having an aggregate outstanding principal balance of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000), all of which are governed by that certain Note Purchase Agreement dated November 22, 2019, by and between a certain Target Entity, as issuer, and Sycamore Life Insurance Company, as purchaser, as amended from time to time (collectively, the "Sycamore Loans" and, together with the Pinnacle Loans and the Veltrano Loans, the "Assumed Loans").
Seller further certifies that, as of the Closing Date, neither Seller nor any Target Entity is in default (or in a state of facts that, with the giving of notice or the lapse of time, or both, would constitute a default) under any of the Assumed Loan Documents, and no event has occurred that would give any lender the right to accelerate the maturity of any of the Assumed Loans or to exercise any other remedy under the Assumed Loan Documents.
Section 11. Security Deposits.
Seller hereby certifies and confirms that, as of the Closing Date, the aggregate tenant security deposits held by the Target Entities total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000). All such security deposits are held in segregated or commingled depository accounts at Magnolia Commerce Bank, N.A., in accordance with the requirements of the applicable tenant leases and applicable state laws. Such security deposits will be transferred to Buyer as part of the entity-level transfer of the Interests at the Closing, and no separate assignment or transfer of such security deposit accounts shall be required other than the delivery by Seller of account transfer instructions and such bank documentation as may be reasonably required to effectuate the change of authorized signatories on such accounts.
Section 12. Service Contracts.
Seller hereby certifies and confirms that the list of service contracts, property management agreements, and other material contracts set forth on Exhibit I to the Agreement is complete and accurate in all material respects as of the Closing Date, except as updated in any supplemental disclosure schedules attached hereto as part of Schedule A. No Target Entity has entered into, modified, extended, renewed, or terminated any service contract or property management agreement since the date of the Agreement except in the ordinary course of business consistent with past practice and in compliance with the covenants set forth in Section 7.1 of the Agreement (including any such actions taken with the prior written consent of Buyer).
Section 13. Insurance.
Seller hereby certifies and confirms that, as of the Closing Date, all insurance policies covering the Properties and the Target Entities that are required to be maintained under the Assumed Loan Documents and under the Agreement remain in full force and effect. No notice of cancellation, non-renewal, or material modification has been received by Seller or any Target Entity with respect to any such insurance policy, and all premiums due and payable with respect to such policies through the Closing Date have been paid in full. A summary of all insurance policies in effect as of the Closing Date has been provided to Buyer and is consistent with the information previously delivered pursuant to Section 4.16 of the Agreement.
Section 14. Tax Matters.
Seller hereby certifies and confirms as follows:
(a) Each Target Entity has timely filed (or has obtained valid extensions for the filing of) all income, franchise, real property, personal property, and other tax returns required to be filed with any federal, state, or local taxing authority on or prior to the Closing Date, and all such returns are true, correct, and complete in all material respects.
(b) Each Target Entity has timely paid (or caused to be paid) all taxes due and owing through the Closing Date, including, without limitation, all real property taxes, personal property taxes, income taxes, franchise taxes, payroll taxes, and transfer taxes, and there are no outstanding tax deficiencies or delinquencies with respect to any Target Entity.
(c) No Target Entity is a party to, is bound by, or has any obligation under any tax sharing agreement, tax indemnification agreement, tax allocation agreement, or any similar agreement or arrangement, other than customary provisions contained in commercial leases requiring tenants to reimburse operating expenses (including real property taxes) on a pro rata basis.
(d) There are no pending or, to Seller's knowledge, threatened in writing, tax audits, assessments, examinations, claims, or proceedings against any Target Entity by any federal, state, or local taxing authority. No Target Entity has received any written notice of a proposed assessment, deficiency, or adjustment from any taxing authority with respect to any taxes.
Section 15. Environmental.
Seller hereby certifies and confirms that, except as disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (as listed in Exhibit N to the Agreement) and in the Disclosure Schedules (including the Property-Specific Disclosure Schedules for the applicable Properties), to Seller's knowledge:
(a) No Target Entity or Property is in violation of any applicable Environmental Law (as defined in Section 1.1 of the Agreement), and no Target Entity has received any written notice from any governmental authority alleging any such violation.
(b) No Hazardous Materials (as defined in Section 1.1 of the Agreement) are present at, on, under, or emanating from any Property in quantities or concentrations that would require remediation, removal, response action, or reporting under any applicable Environmental Law.
(c) No Target Entity has received any written notice of any pending or threatened claim, action, or proceeding under any Environmental Law relating to any Property, and no Target Entity has entered into any consent order, consent decree, or other agreement with any governmental authority relating to Environmental Laws or Hazardous Materials.
Section 16. Limitations / Qualifications.
This Certificate is delivered solely for purposes of satisfying the closing condition set forth in Section 9.2(a)(iii) of the Agreement. This Certificate is subject in all respects to the limitations on liability, disclaimers, and other qualifications set forth in the Agreement, including, without limitation, the caps on liability, baskets, de minimis thresholds, survival periods, exclusive remedy provisions, and other limitations described in Article XI thereof.
This Certificate is not intended to, and shall not, expand, modify, supplement, or otherwise alter the representations and warranties of Seller set forth in Article IV of the Agreement. Nothing in this Certificate shall create any new representation, warranty, covenant, or agreement not expressly set forth in the Agreement, nor shall any statement contained herein be construed as a separate and independent representation or warranty of Seller.
Seller acknowledges that Buyer has obtained a buyer-side representations and warranties insurance policy from Sentinel Specialty Insurance Company (Policy No. SRWI-2024-041773) with an aggregate policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the Closing Date, all as more particularly described in the R&W Insurance Policy. Nothing in this Certificate shall be construed to limit, modify, or waive Buyer's rights under the R&W Insurance Policy, nor shall the delivery of this Certificate affect the coverage or terms of the R&W Insurance Policy.
Section 17. Governing Law.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict-of-laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 13.8 of the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, Seller has caused this Seller's Closing Certificate to be duly executed and delivered by its duly authorized representative as of the date set forth below.
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
SCHEDULE A
Updated Disclosure Schedules
Pursuant to Section 3 of this Seller's Closing Certificate, the following updates, supplements, and modifications to the Disclosure Schedules originally delivered by Seller to Buyer in connection with the Agreement on February 28, 2024 (including the general Disclosure Schedules (Schedule 1) and the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14)) are provided as of the Closing Date (June 6, 2024):
None.
No updates, supplements, or modifications to the Disclosure Schedules are required as of the Closing Date. The Disclosure Schedules as originally delivered on February 28, 2024 remain true, correct, and complete in all material respects.
This Schedule A is attached to and forms a part of that certain Seller's Closing Certificate delivered pursuant to Section 9.2(a)(iii) of the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust.

EXHIBIT C

FORM OF SELLER'S CLOSING CERTIFICATE

SELLER'S CLOSING CERTIFICATE

RECITALS

SELLER:

SCHEDULE A

Record

Parties

Dates

Amounts