Contract analysis

ARTICLE I — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Effective as of the date hereof, Assignor hereby irrevocably sells, assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under one hundred percent (100%) of the Membership Interests in the Company, including, without limitation, all economic interests, voting rights, consent rights, distribution rights, allocation rights, m

Section 1.2 — Consideration. The assignment and transfer of the Membership Interests is made in consideration of the payment by Assignee of the portion of the Purchase Price allocated to the Membership Interests in the Company under the Purchase Price Allocation Schedule (Exhibit K to the Purchase Agreement), receipt and sufficiency of which consideration is hereby acknowledged by Assignor. The aggregate consideratio

ARTICLE II — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption. Assignee hereby accepts the assignment of the Membership Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, liabilities, and commitments of Assignor in its capacity as the sole member of the Company, whether arising before, on, or after the date hereof, to the extent and in the manner set forth in the Purchase Agreement. Without limiti

Section 2.2 — Assumed Liabilities. Without limiting the generality of Section 2.1 above, Assignee hereby expressly assumes all obligations, duties, and liabilities of the Company relating to the following: (a) Leases and Tenant Obligations. All leases, subleases, license agreements, and occupancy agreements pertaining to the Property, together with all tenant obligations arising thereunder, including, without limitat

Section 2.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Assignee does not assume, and shall not be deemed to have assumed, any liabilities, obligations, or commitments of Assignor that are not directly attributable to the Company or the Property, or any liabilities, obligations, or commitments that are expressly retained by Assignor pursuant to the terms of the Purchase Agreemen

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows, as of the date hereof:

Section 3.1 — Organization and Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company (Employer Identification Number 83-1520984), which is duly organized, validly existing, and in good standing under the laws of the State of Dela

Section 3.2 — Title to Membership Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, mortgages, hypothecations, assignments, options, warrants, rights of first refusal, preemptive rights, transfer restrictions, and other adverse claims of any natur

Section 3.3 — No Violations. The execution and delivery of this Assignment by Assignor, and the consummation by Assignor of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the Certificate of Limited Partnership, Limited Partnership Agreement, or other organizational documents of Assignor, or the Certificate of Formation, Operating Agreeme

Section 3.4 — Bring-Down of Representations and Warranties. The representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those contained in Article IV thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified da

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows, as of the date hereof:

Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with its principal executive offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's Employer Identification Number is 52-2198437, and its common shares of beneficial interest are listed and traded on t

Section 4.2 — Financial Capacity. Assignee has, and as of the date hereof had, sufficient financial resources and capacity to consummate the transactions contemplated by this Assignment and the Purchase Agreement, including the payment of the cash portion of the Purchase Price and the assumption of all indebtedness and liabilities contemplated hereby. The equity consideration has been funded by Assignee from cash on

Section 4.3 — Bring-Down of Representations and Warranties. The representations and warranties of Assignee set forth in the Purchase Agreement, including without limitation those contained in Article V thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified dat

ARTICLE V — COMPANY INFORMATION

Section 5.1 — Company Details. The following sets forth certain identifying information regarding the Company for reference and recording purposes:

Section 5.2 — Property Description. The Company's sole asset is the Property, the details of which are as follows:

Section 5.3 — Encumbering Debt. The Property is encumbered by the following mortgage loan:

Section 5.4 — Operating Accounts. The Company maintains its operating and reserve accounts at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (EIN: 58-1834672), with Linda Prescott, Vice President, Commercial Banking, serving as the primary bank contact. All operating account balances of the Company, including all cash, cash equivalents, and deposits held in such ac

ARTICLE VI — COVENANTS AND AGREEMENTS

Section 6.1 — Further Assurances. Each Party hereby covenants and agrees that, from time to time after the Effective Date, at the reasonable request of the other Party and without further consideration, it shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, affidavits, and assurances as may be reasonably necessary or desirable to effectu

Section 6.2 — Cooperation. Assignor shall reasonably cooperate with Assignee, at Assignee's sole cost and expense (unless otherwise specified in the Purchase Agreement), in connection with all post-closing matters relating to the Company and the Property, including, without limitation, (a) the delivery of any remaining tenant estoppel certificates or subordination, non-disturbance, and attornment agreements ("SNDAs")

Section 6.3 — Indemnification. The indemnification obligations and procedures set forth in Article X of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with this Assignment, the Membership Interests, or the transactions contemplated hereby, subject to the following limitation

Section 6.4 — Representations and Warranties Insurance. Assignee has obtained, at Assignee's sole cost and expense, a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company, Policy No. SPC-2024-RW-07832, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and an initial retention of Eleven Million Dollars ($11,000,000), which retention

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — 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 rules or provisions (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

Section 7.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as otherwise expressly p

Section 7.3 — Entire Agreement. This Assignment, together with the Purchase Agreement (as amended by the First Amendment dated April 12, 2024 and the Second Amendment dated May 28, 2024), the Escrow Agreement, the Transition Services Agreement, the Assumption Agreement — Veltrano Loans, the Replacement Guaranty, and the other closing documents, certificates, instruments, and agreements delivered in connection therewi

Section 7.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Parties. No course of dealing between the Parties shall be deemed to modify, amend, or discharge any provision of this Assignment.

Section 7.5 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment or the application of such provision to other Persons or circumstances, and the remaining

Section 7.6 — Counterparts. This Assignment may be executed in one or more counterparts (including by facsimile or electronic signature in portable document format (.pdf) or by any electronic signature compliant with the U.S. Federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed an original, and all of which, when taken together, shall constitute o

Section 7.7 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be given in accordance with the notice provisions set forth in Section 12.01 of the Purchase Agreement, addressed as follows: If to Assignor: Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, S

Section 7.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be deemed a waiver of any preceding or succeeding breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by the waiving Party. No single or partial exercise of any right, power, or remedy under this Assignment shall preclude any other or f

Section 7.9 — Relationship to Purchase Agreement. This Assignment is being executed and delivered pursuant to, and is subject in all respects to the terms and conditions of, the Purchase Agreement. In the event of any inconsistency, conflict, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall

1. Acknowledges that it has received notice of, and hereby consents to, the assignment and transfer of one hundred percent (100%) of the Membership Interests in the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, as set forth in that certain Assignment and Assumption of Membership Interests, dated as of June 6, 2024 (the "Assignment"), to which this Acknowledgment an

2. Confirms that the books and records of the Company have been updated to reflect Fairwater Real Estate Investment Trust as the sole member of the Company, effective as of June 6, 2024;

3. Confirms that, as of June 6, 2024, Greystone Meridian Partners Fund III, L.P. has no further right, title, interest, or obligation with respect to the Membership Interests in the Company, except as expressly set forth in the Purchase Agreement and the Assignment; and

4. Acknowledges that the Amended and Restated Operating Agreement of the Company, reflecting Fairwater Real Estate Investment Trust as the sole member and setting forth the terms of governance and management of the Company following the closing, has been executed and delivered as of June 6, 2024. This Acknowledgment and Consent is effective as of June 6, 2024. GMP BRICKELL LLC, a Delaware limited liability company By