Contract analysis

ARTICLE 1 DEFINITIONS For purposes of this Assignment, the following terms shall have the meanings set forth below: "Assigned Interests" means one hundred percent (100%) of the membership interests in the Company held by Assignor immediately prior to the Effective Date, as more particularly described on Exhibit A attached hereto. "Company" means GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-23105

Section 2.1 — Assignment of Membership Interests. Assignor hereby irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in and to the Assigned Interests, constituting one hundred percent (100%) of the issued and outstanding membership interests in the Company, free and clear of all liens, encumbrances, pledges, securi

Section 2.2 — Conveyance Free and Clear. The Assigned Interests are conveyed free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, charges, restrictions, and adverse claims of any kind or nature whatsoever, other than (i) those arising under the Governing Documents (including the A&R Operating Agreement being entered into on the Effective

Section 3.1 — Assumption of Obligations. Assignee hereby accepts the assignment of the Assigned Interests as set forth in Article 2 above and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all obligations, duties, and liabilities of the sole member of the Company arising from and after the Effective Date, including without limitation: (a) all obligations of the sole member

Section 3.2 — Assumed Indebtedness. Without limiting the generality of Section 3.1 above, Assignee acknowledges and agrees that the Company is the borrower under Loan 1-A pursuant to the Master Loan Agreement dated as of September 15, 2020, as amended from time to time, with Pinnacle Federal Bank, N.A., as lender, and that the Company's obligations under the Master Loan Agreement and Loan 1-A shall continue in full f

Section 3.3 — Pre-Closing Obligations Retained by Assignor. Notwithstanding the foregoing provisions of this Article 3, Assignor shall retain, and shall remain solely liable for, all obligations and liabilities of the sole member of the Company arising prior to the Effective Date, subject in all respects to the terms, limitations, caps, baskets, deductibles, and survival periods set forth in the Purchase Agreement. W

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

Section 4.1 — 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 general partner is Greystone Meridian Capital LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full power and authority to ex

Section 4.2 — Ownership of Assigned Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company. No other person or entity holds any membership interest in the Company, and no person or entity has any right, option, warrant, or other entitlement to acquire any membership interest in the Company. The Assigned Interests are

Section 4.3 — Due Authorization; Binding Obligation. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary action on the part of Assignor and its general partner, Greystone Meridian Capital LLC, including all necessary consents and approvals of the partners of Assignor and the members and managers of Assignor's general partner. No other proceedings, consents

Section 4.4 — No Conflicts. The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (i) 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 agreement, or other org

Section 4.5 — Bring-Down. The representations and warranties of Assignor contained in the Purchase Agreement, as brought down and reaffirmed in the Seller's Closing Certificate dated June 6, 2024 and delivered by Assignor to Assignee in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Seller's Closing Certificate"), are hereby incorporated into this Assignment by reference

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby makes the following representations and warranties to Assignor as of the Effective Date:

Section 5.1 — 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. Assignee's full legal name is Fairwater Real Estate Investment Trust. Assignee's Employer Identification Number is 52-2198437. Assignee is headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's common sh

Section 5.2 — Due Authorization; Binding Obligation. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including the approval of the Board of Trustees of Assignee. No other proceedings, approvals, or consents on the part of Assignee, its Board of Trustees, its shareholders, or any other person or entity are necessary to au

Section 5.3 — Bring-Down. The representations and warranties of Assignee contained in the Purchase Agreement, as brought down and reaffirmed in the Buyer's Closing Certificate dated June 6, 2024 and delivered by Assignee to Assignor in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Buyer's Closing Certificate"), are hereby incorporated into this Assignment by reference as

ARTICLE 6 ADMISSION OF ASSIGNEE AS SOLE MEMBER

Section 6.1 — Withdrawal of Assignor. Effective as of the Effective Date, Assignor hereby withdraws as the sole member of the Company and ceases to have any rights, interests, obligations, or liabilities as a member of the Company (except as otherwise expressly provided in this Assignment or the Purchase Agreement with respect to pre-closing obligations retained by Assignor). Upon such withdrawal, Assignor shall have

Section 6.2 — Admission of Assignee. Effective as of the Effective Date, Assignee is hereby admitted as the sole member of the Company in place of Assignor, with all of the rights, privileges, powers, and obligations of the sole member of the Company as set forth in the Governing Documents, the Delaware Limited Liability Company Act, and applicable law. Assignee shall be reflected as the sole member of the Company on

Section 6.3 — Amended and Restated Operating Agreement. Simultaneously with the execution and delivery of this Assignment, the Limited Liability Company Agreement of the Company is being amended and restated in its entirety to reflect Assignee as the sole member of the Company, as set forth in the Amended and Restated Limited Liability Company Agreement of GMP Fairfield I LLC dated as of the Effective Date (the "A&R

ARTICLE 7 PRORATIONS AND ADJUSTMENTS All prorations, adjustments, and credits with respect to the Property, including without limitation real property taxes and assessments, common area maintenance (CAM) charges, operating expense recoveries, percentage rent, utility charges, insurance premiums, management fees, and all other items subject to proration under the Purchase Agreement, have been calculated and allocated

ARTICLE 8 FURTHER ASSURANCES Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional documents, instruments, certificates, and assurances, and to take such additional actions, as the other Party may reasonably request in order to carry out and effectuate the intent and purposes of this Assignment and the transactions contemplated hereby. Without limiting the generality of

ARTICLE 9 MISCELLANEOUS PROVISIONS

Section 9.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require or permit the application of the laws of any other jurisdiction, which governing law is consistent with the Purchase Agreement. Notwithstanding the foregoing, matters relating to the internal affairs of the Company, inclu

Section 9.2 — Entire Agreement. This Assignment, together with the Purchase Agreement, the other closing documents delivered in connection therewith (including the Assumption Agreement, the Replacement Guaranty, the Indemnity Escrow Agreement, the Seller's Closing Certificate, and the Buyer's Closing Certificate), and the A&R Operating Agreement, constitutes the entire agreement of the Parties with respect to the sub

Section 9.3 — Amendment and Waiver. This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver. The failure of either Party to enforce any provision of this Assignment shall not be construed as

Section 9.4 — 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 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 any w

Section 9.5 — Counterparts and Electronic Signatures. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) email attachment, or by any electronic signature platform compliant with the federal ESIGN

Section 9.6 — Severability. If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified and reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties, and the validity, legality, and enforceability of the remaining provis

Section 9.7 — No Third-Party Beneficiaries. This Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Assignment, express or implied, is intended to or shall be construed to confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however,

Section 9.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement, to the following addresses (or to such other addresses as a Party may designate by written notice to the other Party): If to Assignor: Greystone

Section 9.9 — Purchase Agreement Controls. In the event of any conflict or inconsistency 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 control, govern, and prevail to the extent of such conflict or inconsistency. This Assignment is intended to implement and effectuate the transactions contemplated by