Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to them in the PSA. In the event of any inconsistency between a definition set forth in this Assignment and the corresponding definition in the PSA, the definition in the PSA shall control, except to the extent that this Assignment expressly provides otherwise. The following term

ARTICLE II — ASSIGNMENT AND ASSUMPTION

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

Section 2.2 — Acceptance and Assumption by Assignee Effective as of the Closing Date, Assignee hereby accepts the assignment of the Membership Interests described in Section 2.1 above and assumes and agrees to observe, perform, and discharge, in accordance with their respective terms, all of the duties, obligations, covenants, and liabilities of the sole member of the Company arising from and after the Closing Date,

Section 2.3 — Excluded Liabilities Notwithstanding anything to the contrary in Section 2.2 above, Assignee does not assume and shall not be responsible or liable for any obligations, liabilities, claims, demands, actions, losses, costs, or expenses of Assignor or the Company (collectively, "Excluded Liabilities") that accrued or arose prior to the Closing Date, except (a) as expressly provided in the PSA, including,

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

Section 3.1 — Authority and Due Execution Assignor, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, has full power, authority, and legal right to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby. Victor La

Section 3.2 — Ownership of Membership Interests Assignor is the sole member of the Company and holds one hundred percent (100%) of the issued and outstanding Membership Interests in the Company. No other person or entity owns or holds any membership interest, economic interest, profits interest, or other equity interest or right to acquire any such interest in the Company. The Membership Interests are free and clear

Section 3.3 — No Conflict The execution, delivery, and performance of this Assignment by Assignor, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in any breach of the certificate of limited partnership, limited partnership agreement, or any other organizational document of Assignor, or the certificate of formation, operating agreement, or any ot

Section 3.4 — 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 valid execution, delivery, and performance of this Assignment by Assignor and the valid transfer of the Membership Interests to Assignee have been duly obtained or made and are in full force and effect. Without limiting t

Section 3.5 — PSA Representations The representations and warranties set forth in this Article III are in addition to, and not in limitation or derogation of, the representations and warranties of Assignor contained in the PSA (including, without limitation, the representations and warranties set forth in Article V thereof), all of which are hereby incorporated herein by reference as if fully set forth herein. The br

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

Section 4.1 — Authority and Due Execution Assignee, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, has full power, authority, and legal right to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby, including the acceptance of the Membership Interests and the assumption of the obligations set forth in Section 2.2.

Section 4.2 — Solvency Assignee is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Assignment, the PSA, or any of the other agreements and instruments delivered in connection herewith. Assignee is not entering into this Assignment or any of the transactions contemplated hereby with the actual intent to hinder, delay, or defraud any present or future creditor of

Section 4.3 — PSA Representations The representations and warranties of Assignee contained in the PSA (including, without limitation, the representations and warranties set forth in Article VI thereof) are hereby incorporated herein by reference as if fully set forth herein. The bring-down of such representations and warranties as of the Closing Date is set forth in the Buyer's Closing Certificate executed and delive

ARTICLE V — ADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1 — Further Assurances Each Party hereby covenants and agrees that, from time to time after the Closing Date, at the request of the other Party and without further consideration, it shall execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and take or cause to be taken such additional actions, as the requesting Party may reasonabl

Section 5.2 — Amended and Restated Operating Agreement The Parties acknowledge and agree that, concurrently with the execution and delivery of this Assignment, the existing operating agreement of the Company is being amended and restated in its entirety by the execution and delivery of that certain Amended and Restated Operating Agreement of GMP Fairfield II LLC (the "A&R Operating Agreement"), in the form attached t

Section 5.3 — Post-Closing Obligations Assignee acknowledges and agrees that it is bound by and shall comply with the post-closing obligations set forth in the PSA, including, without limitation, the following: (a) Proration True-Up. The ninety (90)-day post-closing proration true-up contemplated by Section 10.2 of the PSA, pursuant to which the Parties shall reconcile the prorations of revenues, expenses, taxes, and

Section 5.4 — Tax Matters Assignor and Assignee acknowledge and agree that the purchase price for the Membership Interests has been allocated among the assets of the Company in accordance with the Purchase Price Allocation Schedule set forth on Exhibit K to the PSA, which allocation was prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations

Section 6.1 — Survival and Indemnification The Parties' respective indemnification rights and obligations with respect to the representations, warranties, covenants, and agreements contained in the PSA and this Assignment shall be governed by, and subject to, the indemnification provisions set forth in Article XI of the PSA, which provisions are hereby incorporated herein by reference as if fully set forth herein. Wi

Section 7.1 — Governing Law This Assignment shall be governed by and construed in accordance with the laws of the State of New York, consistent with the governing law provision of the PSA, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction; provided, however, that (a) matters relating to the internal affairs of the Company, including, without limitat

Section 7.2 — Entire Agreement This Assignment, together with the PSA (as amended), the A&R Operating Agreement, the Assumption Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection with the closing of the transactions contemplated by the PSA, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior ag

Section 7.3 — Binding Effect This Assignment shall be binding upon and shall inure to the benefit of the Parties 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 expressly permitted by the PSA.

Section 7.4 — Counterparts This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by electronic transmission (including by portable document format (.pdf), Brightwater Software, or other electronic signature platform) shall constitute

Section 7.5 — Waiver and Amendment No provision of this Assignment may be waived, modified, supplemented, or amended except by a written instrument duly executed by the Party against whom enforcement of such waiver, modification, supplement, or amendment is sought. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default, whether of the same o

Section 7.6 — Severability If any term, provision, covenant, or restriction of this Assignment is held by a court of competent jurisdiction or other governmental authority to be invalid, void, unenforceable, or against public policy, the remaining terms, provisions, covenants, and restrictions of this Assignment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long a

Section 7.7 — 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 given in accordance with the notice provisions set forth in Section 13.1 of the PSA, which are hereby incorporated herein by reference. For the avoidance of doubt, the notice addresses of the Parties are as follows: If to Assignor: G

Section 7.8 — Headings The section headings and article headings contained in this Assignment are inserted for convenience of reference only and shall not affect, and shall not be considered in, the meaning, interpretation, or construction of any provision of this Assignment.

Section 7.9 — Third-Party Beneficiaries Except as expressly provided in this Section 7.9, this Assignment is not intended to, and shall not, confer upon any person other than the Parties hereto and their respective permitted successors and assigns any legal or equitable rights, remedies, obligations, or liabilities, including any right to enforce any provision of this Assignment; provided, however, that Pinnacle Fede

Section 7.10 — Construction In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the PSA, the terms and provisions of the PSA shall prevail and control. The Parties acknowledge that each Party and its counsel have reviewed and revised this Assignment and that the normal rule of construction to the effect that any ambiguities are to be resolv