Contract analysis

Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below: "Assignment Effective Time" means 12:01 a.m. Eastern Time on June 6, 2024. "Company" means GMP Cool Springs LLC, a Delaware limited liability company. "Membership Interests" means one hundred percent (100%) of the membership interests in the Company, representing all of the issued and outstanding equity

Section 1.2 — Other Defined Terms. All other capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires, references in this Assignment to "Sections," "Articles," and "Exhibits" are to the sections, articles, and exhibits of and to this Assignment.

ARTICLE II ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 2.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Assignment Effective Time, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, together with all rights, privileges, benefits, and obligations appurtenant thereto, including, without limitation, all economi

Section 2.2 — Acceptance and Assumption. Assignee hereby accepts the foregoing assignment of the Membership Interests and, effective as of the Assignment Effective Time, assumes and agrees to be bound by all rights, obligations, duties, and liabilities of a member of the Company arising from and after the Assignment Effective Time, including, without limitation, (a) all obligations of a member under the Operating Agr

Section 2.3 — Withdrawal of Assignor. Effective as of the Assignment Effective Time, Assignor hereby ceases to be a member of the Company and shall have no further rights, obligations, or liabilities as a member of the Company, whether arising under the Operating Agreement, the DLLCA, or otherwise, except to the extent that such rights, obligations, or liabilities are expressly preserved under the Purchase Agreement

Section 2.4 — Admission of Assignee. Effective as of the Assignment Effective Time, Assignee is hereby admitted as the sole member of the Company in place of Assignor. From and after the Assignment Effective Time, Assignee shall have all rights, powers, privileges, and obligations of a member of the Company under the DLLCA, the Operating Agreement (and the Amended and Restated Limited Liability Company Agreement to b

ARTICLE III REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows, as of the date hereof (which, for the avoidance of doubt, is also the Assignment Effective Time):

Section 3.1 — Organization and Good Standing. (a) Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, operate, and hold its assets and to carry on its business as currently conducted. (b) Greystone Meridian Capital LLC, the general partner of Assignor, is a limited liabil

Section 3.2 — Authorization. (a) The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, including all necessary action by Greystone Meridian Capital LLC, in its capacity as general partner of Assignor. No additional limited partnership, limited liability company, or other organizational approval is required for the consummatio

Section 3.3 — Ownership of Membership Interests. (a) 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. There are no other membership interests, equity interests, or other ownership interests in the Company issued and outstanding. (b) The Membership Interests are owned by Assignor free and clear of all liens, pledges,

Section 3.4 — Company Status. (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its assets and to carry on its business as currently conducted. (b) The Company is duly qualified to transact business and is in good standing as a fore

Section 3.5 — No Conflicts. The execution, delivery, and performance 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 organizational documents of Assignor (including the limited partnership agreement of Assignor or the operating agreement of Greystone Meridian Capital

Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any governmental authority or any other person that are required for the execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been obtained or made, including, without limitation, the consent of Veltrano Capital

Section 3.7 — Bring-Down. All representations and warranties of Assignor set forth in the Purchase Agreement with respect to the Company and the Property are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Seller's Closing Certificate delivered by Assignor

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 Good Standing. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has all requisite trust power and authority to own, lease, and operate its assets and to carry on its business as currently conducted.

Section 4.2 — Authorization. (a) The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee, including, without limitation, the approval of the Board of Trustees of Fairwater Real Estate Investment Trust. (b) Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, of Fairwater Real Estate Investment Trust, is d

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee, and the consummation by Assignee of the transactions contemplated hereby, do 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, or (b) violate, conflict with, or result in a breach of, or constitute a d

Section 4.4 — Bring-Down. All representations and warranties of Assignee set forth in the Purchase Agreement are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Buyer's Closing Certificate delivered by Assignee to Assignor concurrently herewith.

ARTICLE V COVENANTS AND AGREEMENTS

Section 5.1 — Further Assurances. Each Party hereby covenants and agrees that, from and after the date hereof, it shall, at the request of the other Party, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, and assurances as may be reasonably necessary or desirable to effectuate the assignment and assumption of the Membership Interests contem

Section 5.2 — Amended and Restated Operating Agreement. Immediately following the Assignment Effective Time, Assignee, as the sole member of the Company, shall adopt an Amended and Restated Limited Liability Company Agreement of GMP Cool Springs LLC (the "A&R Operating Agreement") to reflect Assignee as the sole member of the Company, to appoint such managers, officers, and authorized persons as Assignee deems approp

Section 5.3 — Tax Matters. (a) The Parties agree that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal and applicable state income tax purposes as a purchase and sale of the assets of the Company, and that the Purchase Price allocated to the Company and its assets shall be in accordance with the purchase price allocation set forth in Exhibit K to the Purchase Agr

Section 5.4 — Post-Closing Obligations. The Parties acknowledge and agree that the post-closing obligations set forth in the Purchase Agreement continue to apply following the execution and delivery of this Assignment, including, without limitation: (a) Proration True-Up. The Parties shall complete the ninety (90)-day post-closing proration true-up contemplated by Section 7.03 of the Purchase Agreement no later than

ARTICLE VI RELATIONSHIP TO PURCHASE AGREEMENT

Section 6.1 — Subject to Purchase Agreement. This Assignment is made pursuant to and subject to the terms and conditions of the Purchase Agreement. This Assignment is a closing deliverable required under Section 6.02(a) of the Purchase Agreement and is intended to effectuate the transfer of the Membership Interests as contemplated therein. In the event of any conflict, inconsistency, or ambiguity between the terms an

Section 6.2 — No Third-Party Beneficiaries. Except as expressly provided in the Purchase Agreement, this Assignment is entered into for the sole and exclusive benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns, and shall not be deemed to confer any rights, remedies, obligations, or liabilities upon any person or entity that is not a P

Section 6.3 — Indemnification. The indemnification provisions of Article IX of the Purchase Agreement shall apply to any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising under, in connection with, or related to this Assignment, as if such claims had arisen directly under the Purchase Agreement. Without limiting the generality of the foregoing, the f

Section 7.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (consistent with Section 11.09 of the Purchase Agreement). Notwithstanding the foregoing, matters relating to (a) the internal affairs of the Company, in

Section 7.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties 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 as expressly permitted in the Purchase Agreement.

Section 7.3 — Amendments. This Assignment may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or t

Section 7.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) electronic mail attachment or by electronic signature technology (including Brightwater Software or similar platforms),

Section 7.5 — Entire Agreement. This Assignment, together with the Purchase Agreement and all other agreements, instruments, certificates, and documents delivered at closing pursuant to the Purchase Agreement (including the other thirteen (13) assignments of membership interests, the Escrow Agreement, the Replacement Carve-Out Guaranty, the Assumption Agreement, and the Seller's Closing Certificate and Buyer's Closin

Section 7.6 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the P

Section 7.7 — Notices. All notices, demands, consents, requests, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 11.01 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,

1. Consent Letter. Reference is hereby made to that certain consent letter from Veltrano Capital Lending Corp. ("Veltrano"), addressed to Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, dated and executed as of May 17, 2024 (the "Consent Letter"), pursuant to which Veltrano consented to the change of control of GMP Cool Springs LLC and the other applicable Target Entities result

2. Replacement Carve-Out Guaranty. Reference is hereby made to that certain Replacement Carve-Out Guaranty, dated as of June 6, 2024 (the "Replacement Guaranty"), executed by Fairwater Real Estate Investment Trust, as guarantor, in favor of Veltrano Capital Lending Corp., as lender, pursuant to which Assignee has guaranteed certain non-recourse carve-out liabilities and obligations of GMP Cool Springs LLC and the oth

3. Assumption Agreement. Reference is hereby made to that certain Assumption Agreement, dated as of June 6, 2024 (the "Assumption Agreement"), executed by and among GMP Cool Springs LLC, the other applicable Target Entities, Fairwater Real Estate Investment Trust, and Veltrano Capital Lending Corp., pursuant to which the parties thereto have agreed to the assumption by Assignee and its affiliates of the borrower and

4. Consent Fee. In connection with Veltrano's consent to the change of control, a consent fee in the aggregate amount of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500), representing 0.50% of the aggregate outstanding principal balance of $142,300,000 under the Veltrano lending facility, was paid to Veltrano at closing. Pursuant to Section 7.05 of the Purchase Agreement, such consent fee was shared equa