Contract analysis

ARTICLE 1 ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and permitted assigns, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP Alliance LLC, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, equities, options, rights of fi

Section 1.2 — Effective Date. This Assignment shall be effective as of 11:59 p.m. Eastern Time on June 6, 2024 (the "Effective Date"), which is the actual closing date under the PSA. All matters of income, expense, risk of loss, ownership, and benefit with respect to the Membership Interests and the Company shall be allocated between Assignor and Assignee as of the Effective Date in accordance with the proration and

ARTICLE 2 ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee. Assignee hereby accepts the assignment of the Membership Interests set forth in Article 1 and, in connection therewith, assumes and agrees to perform, pay, discharge, and be bound by all obligations, liabilities, covenants, duties, and responsibilities of the sole member of the Company arising from and after the Effective Date, including, without limitation, the following: (a) al

Section 2.2 — Retained Liabilities of Assignor. Notwithstanding anything in this Assignment to the contrary, Assignor shall remain responsible for, and shall indemnify and hold harmless Assignee from and against, all obligations, liabilities, costs, expenses, claims, and duties of the sole member of the Company arising or accruing prior to the Effective Date (the "Retained Liabilities"), subject in all respects to th

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby makes the following representations and warranties to Assignee as of the Effective Date:

Section 3.1 — Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, a Delaware limited liability company, is the sole general partner of Assignor and has full power, authority, and legal right to execute, deliver, and perform this Assignment on behalf of Assignor. The execution, delivery, and perform

Section 3.2 — Ownership of Membership Interests. Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests are free and clear of all liens, pledges, security interests, claims, encumbrances, mortgages, charges, equities, options, warrants, rights of first refusal, preemptive rights, co-sale rights, d

Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Assignor or the cer

Section 3.4 — Consents. All consents, approvals, authorizations, waivers, filings, registrations, and notifications required to be obtained or made by Assignor, the Company, or any affiliate of Assignor in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been duly obtained or made, including, without limitation, the consent o

Section 3.5 — Bring-Down. Each of the representations and warranties of Assignor set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such re

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby makes the following representations and warranties to Assignor as of the Effective Date:

Section 4.1 — Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee has full power, authority, and legal right to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized b

Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the declaration of trust, bylaws, or other organizational documents of Assignee; (b) violate, conflict with, or result in a bre

Section 4.3 — Bring-Down. Each of the representations and warranties of Assignee set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such re

Section 5.1 — Company Details. For reference purposes, the Company is described as follows: Full Legal Name: GMP Alliance LLC Jurisdiction of Formation: State of Delaware Employer Identification Number (EIN): 84-2415728 Registered Agent and Address: Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801 Foreign Qualification: The Company is duly qualified to do business as a foreign limited liability co

Section 5.2 — Property Owned by the Company. The Company is a single-purpose entity that owns the following real property and improvements: Property Name: Alliance Commerce Center Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 Property Type: Logistics / Industrial Approximate Rentable square Footage: 485,000 square feet Year Built: 2020 Legal Description: As set forth in Exhibit A attached hereto and in

Section 5.3 — Encumbrances on the Property. The Property is subject to the following mortgage indebtedness: Loan Designation: Loan 1-E under the Master Loan Agreement Lender: Pinnacle Federal Bank, N.A., 600 Travis Street, Suite 4400, Houston, Texas 77002 Loan Agreement: Master Loan Agreement dated September 15, 2020 (as amended) Interest Rate: Fixed at four and twenty-two hundredths percent (4.22%) per annum Maturit

Section 5.4 — Operating Accounts. The Company maintains operating accounts, reserve accounts, and escrow accounts at the following depository institution: Bank: Magnolia Commerce Bank, N.A. Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 Contact: Linda Prescott, Vice President, Commercial Banking Account Transition: Signatories on the Company's bank accounts shall be updated to reflect Assignee's

ARTICLE 6 REPLACEMENT GUARANTOR

Section 6.1 — Replacement Guaranty. Concurrently with the execution and delivery of this Assignment, Fairwater Real Estate Investment Trust, as replacement guarantor, has executed and delivered in favor of Pinnacle Federal Bank, N.A. that certain Replacement Carve-Out Guaranty dated as of the date hereof (the "Replacement Guaranty"), pursuant to which Fairwater Real Estate Investment Trust has replaced Greystone Meri

Section 6.2 — Guarantor Financial Covenants. Pursuant to the Replacement Guaranty, Assignee, as replacement guarantor, is required to maintain (a) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and (b) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), each tested on a quarterly basis in accordance with the terms of the Replacement Guaranty and the M

Section 7.1 — Survival and Cross-Reference to PSA. The indemnification obligations of the Parties with respect to this Assignment and the transactions contemplated hereby are governed by and subject to Article 14 of the PSA, and nothing in this Assignment shall be deemed to create, expand, limit, or otherwise modify any indemnification obligation set forth therein. For reference and convenience, the key indemnificati

Section 7.2 — R&W Insurance. Assignee has procured, at Assignee's sole cost and expense (subject to the premium-sharing provisions set forth in Section 9.4(e) of the PSA), a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, Policy No. SPC-2024-RWI-0682, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Milli

ARTICLE 8 FURTHER ASSURANCES Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional instruments, documents, certificates, affidavits, and assurances as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to carry out the intent and purposes of this Assignment and to consummate fully the transactions contemplated hereby. Withou

ARTICLE 9 PROPERTY MANAGEMENT TRANSITION The Parties acknowledge that, concurrently with the execution and delivery of this Assignment, Argyle Property Services LLC, the Seller's affiliated property manager ("Argyle"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), and Fairwater Property Management LLC, the Buyer's affiliated property ma

ARTICLE 10 MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law 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. The Parties agree that the sel

Section 10.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign this Assignment or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by

Section 10.3 — Entire Agreement. This Assignment, together with the PSA and the other closing documents, instruments, certificates, and agreements delivered pursuant thereto (including the Assumption Agreement, the Replacement Guaranty, the Transition Services Agreement, the Indemnity Escrow Agreement, and the Seller's Closing Certificate and Buyer's Closing Certificate of even date herewith), constitutes the entire

Section 10.4 — Counterparts; Electronic Signatures. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile, electronic mail in portable document format (.pdf), or by means of an electronic signature platform

Section 10.5 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Assignment shall continue in full force and effect, and the application of such provision to other persons, entities, or circumstances shall not be affected ther

Section 10.6 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 16.1 of the PSA, addressed as follows: If to Assignor: Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Attention: Vict

Section 10.7 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Parties. No waiver of any provision of this Assignment shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

Section 10.8 — No Third-Party Beneficiaries. Nothing in this Assignment, express or implied, is intended to, or shall, confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any right, benefit, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express third-party benefi

1. Master Loan Agreement, dated September 15, 2020, by and between the Company and Pinnacle Federal Bank, N.A., as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022, and as further amended by that certain Second Amendment to Master Loan Agreement dated November 15, 2023.

2. Promissory Note (Loan 1-E), dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., in the original principal amount as set forth therein.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated September 15, 2020, executed by the Company, as grantor, to Halcyon Insurance, as trustee, for the benefit of Pinnacle Federal Bank, N.A., as beneficiary, recorded in the Official Public Records of Tarrant County, Texas.

4. Assignment of Leases, Rents, and Profits, dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., recorded in the Official Public Records of Tarrant County, Texas.

5. Environmental Indemnity Agreement, dated September 15, 2020, executed by the Company and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.

6. Carve-Out Guaranty Agreement, dated September 15, 2020, executed by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. (to be replaced by the Replacement Carve-Out Guaranty of even date herewith).

7. Cash Management Agreement, dated September 15, 2020, by and among the Company, Pinnacle Federal Bank, N.A., and Magnolia Commerce Bank, N.A.

8. UCC-1 Financing Statement, filed with the Delaware Secretary of State on September 15, 2020, naming the Company as debtor and Pinnacle Federal Bank, N.A. as secured party (File No. 2020-7841256), as continued.

9. Consent Letter, dated June 4, 2024, from Pinnacle Federal Bank, N.A. consenting to the change of control of the Company.

10. Such other ancillary agreements, certificates, and instruments executed in connection with the foregoing as more particularly described in Exhibit Q to the PSA. ACKNOWLEDGMENT AND NOTARIZATION NOTARIAL ACKNOWLEDGMENT — ASSIGNOR STATE OF GEORGIA COUNTY OF FULTON Before me, the undersigned Notary Public, on this __ day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of