Contract analysis

ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of 12:01 a.m. Eastern Time on June 6, 2024 (the "Effective Time"), all of Assignor's right, title, and interest in, to, and under one hundred percent (100%) of the Membership Interests in GMP Lakeland LLC, including without limitation all economic, voting, management, and other rights a

Section 1.2 — Consideration. The consideration for the assignment of the Membership Interests effected hereby is part of the aggregate Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000) as set forth in Section 2.3 of the PSA. The aggregate Purchase Price has been allocated among the fourteen (14) Target Entities (including the Company) in accordance with the Purchase Price Allocation Schedule

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee. Assignee hereby accepts the foregoing assignment of the Membership Interests and, from and after the Effective Time, assumes and agrees to be bound by all obligations, duties, liabilities, and responsibilities of the sole member of the Company arising from and after the Effective Time, including without limitation the following: (a) All obligations of the sole member under the Am

Section 2.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain responsible for all obligations, duties, liabilities, and responsibilities of the sole member of the Company arising prior to the Effective Time, subject to and in accordance with the indemnification provisions set forth in Article X of the PSA. The Partie

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee, as of the date hereof, as follows:

Section 3.1 — Organization and Good Standing. 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, lease, and operate its properties and to carry on its business as presently conducted. The Company is a limited liability company duly organized, validly existing, and in goo

Section 3.2 — Authority. Assignor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Assignment. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Assignor, including all requisite action by Greystone Meridian Capital LLC, a D

Section 3.3 — Title to Membership Interests. Assignor is the sole member and the record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, charges, claims, options, rights of first refusal, preemptive rights, community property interests, equities, adverse claims, and other restrictions of

Section 3.4 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under the organizational documents of Assignor, including the limited partnership agreement of Assignor, (b) conflict with, result in a breach or violation of, or constit

Section 3.5 — Bring-Down. The representations and warranties of Assignor set forth in the PSA, including without limitation those contained in Article IV thereof, are true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or "Material Adverse Effect," in all respects) as of the Effective Time, as though made on and as of the Effective Time, exce

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor, as of the date hereof, as follows:

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 properties and to carry on its business as presently conducted.

Section 4.2 — Authority. Assignee has full trust power and authority to execute, deliver, and perform its obligations under this Assignment. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Assignee, including all requisite action by the board of trustees of Assignee. No other trust

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under the organizational documents of Assignee, including the Declaration of Trust and bylaws of Assignee, (b) conflict with, result in a breach or violation of, or const

Section 4.4 — Replacement Guarantor Covenants. Assignee hereby confirms and represents that, as of the Closing Date, Assignee is in compliance with the financial covenants set forth in the Replacement Carve-Out Guaranty delivered by Assignee to Pinnacle Federal Bank, N.A. on even date herewith, including without limitation (a) the requirement that Assignee maintain a minimum tangible net worth of not less than Five H

ARTICLE 5 — FURTHER ASSURANCES Each Party hereby covenants and agrees, at any time and from time to time after the Effective Time, to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, and assurances, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to more fully and effectively carry out the

ARTICLE 6 — GOVERNING LAW; MISCELLANEOUS

Section 6.1 — 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, consistent with the governing

Section 6.2 — Incorporation of PSA Terms. This Assignment is delivered pursuant to and subject to the terms and conditions of the PSA. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the PSA, the PSA shall govern and control. Nothing in this Assignment is intended to, and nothing herein shall be construed or interpreted to,

Section 6.3 — 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. No Party may assign or transfer its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted under the PSA.

Section 6.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by portable document format (PDF) or other electronic means intended to preserve the original graph

Section 6.5 — Entire Agreement. This Assignment, together with the PSA and the other closing documents delivered in connection therewith (including the thirteen (13) other Assignments and Assumptions of Membership Interests for the other Target Entities, the Assumption Agreement — Pinnacle Loans, the Replacement Guaranty, the Indemnity Escrow Agreement, and all other instruments, certificates, and documents delivered

Section 6.6 — Amendments. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed and delivered by both Parties. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default hereunder shall be deemed a waiver o

Section 6.7 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, 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 hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had ne