Contract analysis

ARTICLE I — DEFINITIONS As used in this Assignment, the following terms shall have the meanings set forth below: "Assignment" means this Assignment and Assumption of Membership Interests, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof. "Assumed Obligations" means all obligations and liabilities of the Co

ARTICLE II — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 2.1 — Assignment. Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the Membership Interests, representing one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company. Such assignment is mad

Section 2.2 — Acceptance and Assumption. Assignee hereby accepts the foregoing assignment of the Membership Interests from Assignor and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all of the Assumed Obligations arising from and after the Effective Date. Without limiting the generality of the foregoing, Assignee agrees to be bound by and to comply with all of the terms an

Section 2.3 — Admission of Assignee as Sole Member. Effective as of the Effective Date: (a) Assignor is hereby withdrawn as a member of the Company and shall have no further rights, obligations, or interest as a member of the Company (except as may be expressly provided in the PSA or this Assignment with respect to pre-Effective Date matters); and (b) Assignee is hereby admitted as the sole member of the Company. Fro

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

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. Greystone Meridian Capital LLC, a Delaware limited liability company, as general partner of Assignor, has full power and authority to execute and deliver this Assignment and to consummate and perform the transactions contemplated hereby on behalf o

Section 3.2 — Ownership. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are validly issued, fully paid, and nonassessable (to the extent such concepts are applicable to limited liability company interests under applicable law). The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, claim

Section 3.3 — Enforceability. This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or a

Section 3.4 — No Violation. The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignor or the Company; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignor or the Company; (c) conflict with, result

Section 3.5 — Consents. All consents, approvals, authorizations, orders, registrations, qualifications, permits, and filings required by any governmental authority or other person or entity for the valid execution, delivery, and performance by Assignor of this Assignment and the valid transfer of the Membership Interests to Assignee have been obtained or made, including, without limitation, the Lender Consent from Pi

Section 3.6 — Bring-Down of PSA Representations. The representations and warranties of Assignor/Seller set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties that speak as of a specific date, which are true and correct in all material respects as

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

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. Assignee has full power and authority to execute and deliver this Assignment, to accept the Membership Interests, and to assume the Assumed Obligations. The execution, delivery, and performance of this Assignment have been duly authorized

Section 4.2 — Enforceability. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or a

Section 4.3 — No Violation. The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignee; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignee; or (c) conflict with, result in a breach of, constitute

Section 4.4 — Financial Capacity. Assignee represents and warrants that it has the financial capacity to perform its obligations under the Assumed Obligations, including full compliance with the guarantor financial covenants under the Replacement Carve-Out Guaranty executed by Assignee in favor of Pinnacle Federal Bank, N.A. Specifically, and without limitation, Assignee represents that as of the Effective Date: (a)

Section 5.1 — Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, certificates, and agreements as may be reasonably necessary or appropriate to effectuate the assignment and assumption contemplated by this Assignment and to carry out the purposes and intent hereof. Without limiting the foregoing, each Party shall cooperate in goo

Section 5.2 — Operating Agreement. Assignee shall cause the Operating Agreement of the Company to be amended and restated effective as of the Effective Date to reflect Assignee as the sole member of the Company, with such additional amendments as Assignee may determine in its reasonable discretion, consistent with the terms of the PSA and the loan documents. The Amended and Restated Operating Agreement of GMP Katy LL

Section 5.3 — Delaware Filings. Assignee shall cause to be filed with the Secretary of State of the State of Delaware, as promptly as practicable following the Effective Date (and in any event within thirty (30) days thereof), any required certificate of amendment, annual report, or other filing reflecting the change of member and/or manager of the Company. Assignee shall bear all filing fees and costs associated wit

Section 5.4 — Foreign Qualification Updates. Assignee shall cause to be updated, as promptly as practicable following the Effective Date, the Company's foreign qualification certificates and registrations in the State of Texas (and in any other jurisdiction in which the Company is qualified to do business) to reflect the change in ownership of the Membership Interests and any change in the registered agent, registere

Section 5.5 — Tax and Accounting Matters. Assignee acknowledges that the Company's operating bank accounts are maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking). Assignee shall coordinate with Ashford Prewitt LLP (Martin Ashford, CPA, and Naomi Ikeda, CPA) with respect to all tax filings and a

Section 6.1 — Assignor Indemnification. Subject to and in accordance with the terms, conditions, and limitations set forth in the PSA, Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, officers, directors, trustees, employees, agents, successors, and assigns (collectively, the "Assignee Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses

Section 6.2 — Assignee Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its affiliates, partners, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the ownership

Section 6.3 — Representations and Warranties Insurance. Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, bearing a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000) (which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve

Section 6.4 — PSA Controls. The indemnification provisions of the PSA shall govern and control in the event of any conflict or inconsistency with this Article VI. Nothing in this Assignment is intended to expand, limit, modify, or otherwise alter the indemnification obligations, limitations, caps, baskets, thresholds, or other terms set forth in the PSA. To the extent any provision of this Article VI is inconsistent

ARTICLE VII — PRORATIONS AND ADJUSTMENTS The prorations and working-capital adjustments with respect to the Property shall be made in accordance with the methodology set forth in PSA Exhibit U, which is incorporated herein by reference. The proration date for purposes of all prorations and adjustments shall be the Effective Date, June 6, 2024 (the "Proration Date"). Items subject to proration include, without limitat

ARTICLE VIII — PROPERTY AND TENANT MATTERS The Property, commonly known as Katy Freeway Logistics Park, is located at 22600 Katy Freeway, Katy, Texas 77449 (Harris County, Texas). The Property is an industrial logistics facility comprising approximately 538,000 rentable square feet, constructed in 2021. The Property is legally described in Exhibit A attached hereto. The sole tenant at the Property is Zynvaro Distribu

ARTICLE IX — TRANSITION AND PROPERTY MANAGEMENT In connection with the closing, the Parties have entered into (or caused their respective affiliates to enter into) a Transition Services Agreement, dated as of June 6, 2024, by and between Argyle Property Services LLC (an affiliate of Assignor) and Fairwater Property Management LLC (an affiliate of Assignee), pursuant to which Argyle Property Services LLC shall provide

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, consistent with the PSA; provided, however, that matters pertaining to the internal affairs of the Company, including the rights, powers, and obligations of the members and managers thereof, shall be governed by the Delaware Limited L

Section 10.2 — Entire Agreement. This Assignment, together with the PSA and the other transaction documents executed and delivered in connection therewith (including the Indemnity Escrow Agreement, the Transition Services Agreement, the Amended and Restated Operating Agreement, the Replacement Carve-Out Guaranty, and all other ancillary documents), constitutes the entire agreement between the Parties with respect to

Section 10.3 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives, and permitted assigns. 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 permitted under the PSA.

Section 10.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the

Section 10.5 — Amendments. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee, and any such amendment, modification, supplement, restatement, or waiver shall be effective only to the extent specifically set forth in such written instrument.

Section 10.6 — 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. The Parties shall n

Section 10.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the PSA, addressed as follows (or to such other address as a Party may designate by written notice to the other Party): If to Assignor: Greystone Meridian Partners Fund III, L.P

Section 10.8 — Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Assignment shall be effective unless made in writ

Section 10.9 — No Third-Party Beneficiaries. Except as expressly set forth herein or in the PSA, nothing in this Assignment is intended to, or shall be construed to, confer upon any person or entity (other than the Parties and their respective successors and permitted assigns) any rights, benefits, or remedies of any kind or nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Fed

1. Master Loan Agreement. That certain Master Loan Agreement, dated as of September 15, 2020, by and among Pinnacle Federal Bank, N.A., as lender, and certain borrower entities, as borrowers, as amended from time to time (the "Master Loan Agreement").

2. Loan 1-D Supplement. The individual loan supplement designated as Loan 1-D under the Master Loan Agreement, applicable to GMP Katy LLC as borrower with respect to the Property known as Katy Freeway Logistics Park.

3. Assumption Agreement. That certain Assumption Agreement — Pinnacle Loans (Execution Version), executed on even date herewith (June 6, 2024), by and among Pinnacle Federal Bank, N.A., as lender, Greystone Meridian Partners Fund III, L.P. (as departing guarantor), Fairwater Real Estate Investment Trust (as incoming guarantor and assuming party), and the applicable borrower entities, pursuant to which, among other th

4. Replacement Carve-Out Guaranty. That certain Replacement Carve-Out Guaranty, executed on even date herewith (June 6, 2024), by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents. The Replacement Carve-Out Guaranty requires the guarantor to maintain, at all times: (a) a minimum tangi

5. Lender Consent. That certain Lender Consent letter from Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the change of control of the borrower entities (including GMP Katy LLC) effectuated by the transactions contemplated by the PSA and this Assignment. All of the foregoing loan documents, and all other documents, instruments, and agreements executed in connection therewith, are incorporated herein b