Contract analysis

Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below: "Assignment Effective Date" means June 6, 2024, the date upon which this Assignment becomes effective and the Membership Interests are transferred from Assignor to Assignee. "Assumed Obligations" means all obligations and liabilities of the holder of the Membership Interests arising from and after the

Section 1.2 — PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent that a defined term in this Assignment conflicts with the corresponding defined term in the PSA, the definition set forth in the PSA shall control, except where this Assignment expressly provides otherwise.

Section 2.1 — Assignment of Membership Interests. Effective as of the Assignment Effective Date, Assignor hereby irrevocably sells, transfers, assigns, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to the Membership Interests, representing one hundred percent (100%) of the issued and outstanding membership interests in GMP Buckhead LL

Section 2.2 — Delivery. Concurrently with the execution and delivery of this Assignment, Assignor hereby delivers, or causes to be delivered, to Assignee the following: (a) all certificates (if any) or other written evidence of ownership of the Membership Interests, together with any necessary endorsements or instruments of transfer; (b) all books, records, minute books, membership ledgers, financial records, and oth

Section 3.1 — Assumption of Obligations. Assignee hereby accepts the assignment of the Membership Interests and, effective as of the Assignment Effective Date, assumes and agrees to observe, perform, and discharge, in a timely manner and in accordance with their respective terms, all Assumed Obligations arising from and after the Assignment Effective Date, including, without limitation: (a) all obligations of the sol

Section 3.2 — Retained Obligations. Notwithstanding anything to the contrary contained in this Assignment or in the Company Operating Agreement, Assignor shall retain, and Assignee shall not assume or be responsible for, any Retained Obligations, including, without limitation: (a) all obligations and liabilities of Assignor arising prior to the Assignment Effective Date, whether or not known or unknown, contingent or

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

Section 4.1 — Organization and Authority. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all necessary power and authority to own, hold, and dispose of the Membership Interests and to carry on its business as presently conducted. Greystone Meridian Capital LLC, a Delaware limited liability company

Section 4.2 — Ownership. Assignor is the sole member and the legal and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are owned by Assignor free and clear of all liens, claims, encumbrances, pledges, security interests, options, rights of first refusal, preemptive rights, community property interests, and restrictions of any kind or nature whatsoever, other than:

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, Greystone Meridian Capital LLC, or the Company; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignor, Greystone Meridian Ca

Section 4.4 — Consents. All consents, approvals, authorizations, orders, filings, and registrations required for the valid execution, delivery, and performance of this Assignment by Assignor and the valid transfer of the Membership Interests to Assignee have been obtained or made. Without limiting the foregoing, the consent of Veltrano Capital Lending Corp., as lender under the Loan Documents, to the change of contro

Section 4.5 — Bring-Down. The representations and warranties of Seller set forth in Article V of the PSA (including, without limitation, those relating to the Company, the Property, title, environmental matters, leases, contracts, litigation, and taxes) are brought down to the Assignment Effective Date and are true and correct in all material respects as of such date, as set forth in Seller's Closing Certificate, dat

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

Section 5.1 — Organization and Authority. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with all necessary power and authority to acquire, own, and hold the Membership Interests and to carry on its business as presently conducted. The Board of Trustees of Assignee has duly authorized the executio

Section 5.2 — Financial Capacity. Assignee represents and warrants that it has the financial capacity to perform all of its obligations under this Assignment and the Assumed Obligations, including, without limitation, compliance with the Guarantor Net Worth Covenant (requiring a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000)) and the Guarantor Liquidity Covenant (requiring minimum liquid as

Section 5.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Declaration of Trust, bylaws, or other organizational documents of Assignee; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignee; or (c) conflict with, result i

ARTICLE VI COMPANY INFORMATION

Section 6.1 — Company Details. The following information pertains to the Company as of the Assignment Effective Date:

Section 6.2 — Operating Accounts. The Company maintains its operating accounts, including its operating account, security deposit account, and real estate tax escrow account, at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking; bank EIN: 58-1834672). The account numbers and current balances as of the Assign

Section 6.3 — Property Management. The current property manager of the Property is Argyle Property Services LLC, a Delaware limited liability company and affiliate of Seller, with offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick; telephone: (404) 555-7823; email: skilpatrick@argylepropertyservices.com). Effective as of the Assignment Effective Date, the existin

ARTICLE VII TITLE AND SURVEY MATTERS

Section 7.1 — Title Insurance. Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President, Title Officer; 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303; telephone: (404) 555-4100) has committed to issue an ALTA Owner's Policy of Title Insurance (2021 form) insuring Assignee's interest in the Property (through the Company) as part of the aggregate insured amount of One Billion

Section 7.2 — Survey. An ALTA/NSPS Land Title Survey of the Property has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, P.L.S., P.E., Georgia Registration No. PLS-3642), dated March 15, 2024, last revised May 20, 2024, and has been certified to Assignee, Commonwealth National Title Insurance Company, Veltrano Capital Lending Corp., and each other lender requiring certification pursuant to the PSA.

Section 7.3 — Permitted Exceptions. The Membership Interests are transferred, and the Property is owned by the Company, subject to the Permitted Exceptions applicable to the Property as set forth in Exhibit P to the PSA, which Permitted Exceptions include, without limitation, real property taxes and assessments for the current tax year (not yet due and payable), the lien of the Veltrano Capital mortgage (Loan 2-A), e

ARTICLE VIII PROPERTY CONDITION MATTERS

Section 8.1 — PCA Credit. The property condition assessment of Buckhead Place Office Tower was prepared by Rampart Building Sciences, Inc. (Alan Westbrook, P.E., Georgia Registration No. PE-041577), in a report dated April 5, 2024 (the "PCA Report"), and identified estimated immediate repair costs for the Property in the amount of Eight Hundred Ninety Thousand Dollars ($890,000). The PCA Report identified repairs and

Section 9.1 — Subject to PSA. This Assignment is delivered pursuant to and subject to all the terms, covenants, conditions, representations, warranties, indemnities, limitations of liability, and other provisions of the PSA, all of which are incorporated herein by this reference as if fully set forth at length. The PSA shall be read and construed together with this Assignment as a single, integrated agreement of the

Section 9.2 — Indemnification. The indemnification obligations of the Parties set forth in Article XII of the PSA shall apply to this Assignment and the transactions contemplated hereby, with the same force and effect as if such indemnification provisions were set forth in full herein. Without limiting the generality of the foregoing, the following caps, thresholds, and escrow provisions under the PSA shall apply to

Section 9.3 — Survival. The representations and warranties of the Parties contained in this Assignment and in the PSA shall survive the closing as follows: (a) General Representations: General representations and warranties (including, without limitation, representations and warranties relating to the Property, leases, contracts, environmental matters, and litigation) shall survive for a period of eighteen (18) month

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 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. The foregoing choice of law

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 its rights or obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights hereunder to a

Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, portable document format (PDF), or other electronic means (including via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be deemed origin

Section 10.4 — Entire Agreement. This Assignment, together with the PSA and all exhibits, schedules, side letters, escrow agreements, and ancillary documents executed and delivered in connection therewith (including, without limitation, the Indemnity Escrow Agreement, the SNDA Side Letter, the Transition Services Agreement, the Assumption Agreement, the Replacement Guaranty, and the Seller's Closing Certificate), con

Section 10.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under this Assignment shall be in writing and shall be deemed to have been duly given or made (i) when delivered in person, (ii) when transmitted by electronic mail (with confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight

Section 10.6 — Further Assurances. Each Party agrees to execute and deliver, from time to time after the Assignment Effective Date, such additional documents, instruments, certificates, and agreements as may be reasonably requested by the other Party in order to carry out the provisions and intent of this Assignment and to effectuate the transactions contemplated hereby. Without limiting the generality of the foregoi

Section 10.7 — Amendments. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be binding on either Party.

Section 10.8 — Severability. If any provision of this Assignment, or the application of any such provision to any person or circumstance, shall be 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 hereof, and the remaining provisions of this Assignment shall continue in full force and

Section 10.9 — Waiver. No waiver of any provision of this Assignment or any breach or default hereunder shall be effective unless such waiver is in writing and signed by the Party against whom enforcement of the waiver is sought. No waiver of any provision shall be deemed or shall constitute a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any other or further e

1. Certificate of Formation. Certificate of Formation of GMP Buckhead LLC, filed with the Secretary of State of the State of Delaware on August 27, 2018, File Number 7134826.

2. Certificate of Good Standing (Delaware). Certificate of Good Standing for GMP Buckhead LLC issued by the Secretary of State of the State of Delaware, dated June 3, 2024, confirming that the Company is in good standing and has not been dissolved or revoked.

3. Certificate of Authority / Foreign Qualification (Georgia). Certificate of Authority for GMP Buckhead LLC as a foreign limited liability company registered to transact business in the State of Georgia, issued by the Georgia Secretary of State, Corporations Division, dated September 10, 2018, Control Number 18095724. The Company's Georgia annual registration is current and in good standing as of the Assignment Effe

4. Employer Identification Number. The Company's Employer Identification Number (EIN) is 84-2639901, as assigned by the Internal Revenue Service.

5. Operating Agreement. (a) Current Operating Agreement: The Limited Liability Company Operating Agreement of GMP Buckhead LLC, dated as of August 27, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member, as amended by that certain First Amendment to Operating Agreement, dated as of February 1, 2021 (executed in connection with the Veltrano Capital financing) (collectively, the "Current Operating Agree

6. Managers / Authorized Persons. Effective as of the Assignment Effective Date, the managers and authorized signatories of the Company shall be the individuals designated by Assignee in the A&R Operating Agreement, replacing all prior managers and authorized persons designated by Assignor.

7. Registered Agent Information. ACKNOWLEDGMENT — NOTARIZATION PAGE ACKNOWLEDGMENT OF ASSIGNOR STATE OF GEORGIA COUNTY OF FULTON Before me, the undersigned notary public, on this 6th day of June, 2024, personally appeared Victor Lansdell, 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 s