Contract analysis

Section 1.1 — Defined Terms As used in this Assignment, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to them in the PSA, which meanings are incorporated herein by reference. (a) "Assignment" means this Assignment and Assumption of Membership Interests, together with all exhibits and schedules attached

Section 1.2 — Rules of Construction (a) The headings and captions contained in this Assignment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Assignment. (b) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and

ARTICLE 2 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 2.1 — Assignment Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in, to, and under the Membership Interests, constituting one hundred percent (100%) of the issued and outstanding membership interests in GMP Mount Juliet LLC, a Delaware limited liability company, free and clear

Section 2.2 — Consideration The assignment and transfer of the Membership Interests pursuant to this Article 2 is made in consideration of (a) the portion of the aggregate Purchase Price under the PSA allocated to the Company and the Property pursuant to the Purchase Price Allocation Schedule attached to the PSA as Exhibit K, which allocation has been agreed upon by Assignor and Assignee in accordance with Section 10

Section 2.3 — Effective Time The assignment and transfer of the Membership Interests pursuant to this Article 2 shall be effective as of 11:59 p.m. Eastern Time on June 6, 2024 (the "Effective Time"). From and after the Effective Time, Assignee shall be the owner of the Membership Interests and the sole member of the Company, with all rights, powers, and obligations attendant thereto.

ARTICLE 3 — ASSUMPTION OF OBLIGATIONS

Section 3.1 — Assumption by Assignee Effective as of the Effective Time, Assignee hereby assumes and agrees to perform, observe, fulfill, and discharge, in a timely manner and in accordance with their respective terms, all obligations, duties, liabilities, and responsibilities of Assignor (in its capacity as sole member of the Company) arising from and after the Effective Date with respect to the Membership Interests

Section 3.2 — Assignor's Retained Obligations Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain responsible for all obligations, duties, liabilities, and responsibilities arising prior to the Effective Date to the extent that such obligations, duties, liabilities, and responsibilities have not been expressly assumed by Assignee under Section 3.1 hereof or under th

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:

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. Greystone Meridian Capital LLC, a Delaware limited liability company, is the duly appointed general partner of Assignor and has full power and authority on behalf of Assignor to execute, deliver, and perform this Assignment and each of the other doc

Section 4.2 — Ownership of Membership Interests Assignor is the sole owner of record and the sole beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests constitute all of the issued and outstanding equity interests in the Company of whatever kind or character. The Membership Interests are free and clear of all Liens other than (i) restrictions arising under the Assumed Lo

Section 4.3 — No Conflicts The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of the limited partnership agreement or certificate of limited partnership of Assignor, the operating agreement or certificate of formation of the Company, or the organizational documents of Greystone Meridian Capital LLC; (b) viola

Section 4.4 — Consents All consents, approvals, authorizations, permits, waivers, filings, registrations, and notifications of or with any governmental authority, lender, counterparty, or other Person required for the valid execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been duly obtained or made prior to or concurrently with the E

Section 4.5 — Bring-Down of PSA Representations The representations and warranties of Assignor set forth in the PSA are hereby brought down and reaffirmed by Assignor as of the Effective Date, as qualified, modified, and supplemented by the updated disclosure schedules and the Seller's Closing Certificate delivered by Assignor to Assignee concurrently herewith. Such representations and warranties shall survive the Ef

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:

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 has full trust power and authority to execute, deliver, and perform this Assignment and each of the other documents, instruments, and agreements to be executed and delivered by Assignee in connection with the transactions contempla

Section 5.2 — No Conflicts The execution, delivery, and performance of this Assignment by Assignee does 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; (b) violate, conflict with, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a

Section 5.3 — Financial Capacity Assignee has, and as of the Effective Date will have, sufficient funds, cash on hand, and available financing commitments to consummate the transactions contemplated by this Assignment and the PSA, including payment of the portion of the aggregate Purchase Price allocable to the Company and the Property (net of assumed indebtedness) and all other amounts payable by Assignee in connect

ARTICLE 6 — ADMISSION OF ASSIGNEE AS SOLE MEMBER

Section 6.1 — Withdrawal of Assignor Effective as of the Effective Time, Assignor hereby withdraws as the sole member of the Company and relinquishes all rights, powers, duties, obligations, and responsibilities of the sole member of the Company arising from and after the Effective Time. From and after the Effective Time, Assignor shall have no further rights or obligations with respect to the Membership Interests or

Section 6.2 — Admission of Assignee Effective as of the Effective Time, Assignee is hereby admitted as the sole member of the Company, holding one hundred percent (100%) of the Membership Interests. From and after the Effective Time, Assignee shall have all rights, powers, and obligations of the sole member of the Company as set forth in the Amended and Restated Operating Agreement and applicable law, including the D

Section 6.3 — Amended and Restated Operating Agreement Concurrently with the execution and delivery of this Assignment, Assignee has executed an Amended and Restated Operating Agreement of GMP Mount Juliet LLC (the "Amended and Restated Operating Agreement"), which Amended and Restated Operating Agreement amends, restates, and supersedes the prior Operating Agreement in its entirety and reflects Assignee as the sole

ARTICLE 7 — FURTHER ASSURANCES

Section 7.1 — Cooperation Each Party agrees, at the reasonable request of any other Party, to execute and deliver such additional documents, instruments, certificates, and agreements, and to take such additional actions, as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Assignment and the transactions contemplated hereby. Without limiting the generality of the for

Section 7.2 — Foreign Qualification and State Filings Assignee shall, promptly following the Effective Date, and in any event within the time periods required by applicable law, update the Company's foreign qualification filings, registrations, and related documents in the State of Tennessee to reflect the change in membership of the Company from Assignor to Assignee and to provide such other updated information as m

ARTICLE 8 — RELATIONSHIP TO PSA

Section 8.1 — PSA Controls This Assignment is delivered by Assignor to Assignee pursuant to and in furtherance of the obligations of the Parties under the PSA and constitutes one of the closing deliverables required to be executed and delivered at the closing of the transactions contemplated by the PSA. This Assignment is subject in all respects to the terms, conditions, representations, warranties, covenants, and ag

Section 8.2 — Not a Separate Indemnity This Assignment does not create, and shall not be construed to create, any separate, independent, or additional indemnification obligations, rights, or remedies beyond those expressly set forth in the PSA and the other closing documents delivered in connection therewith. Any and all claims for indemnification, breach of representation or warranty, or breach of covenant arising o

Section 8.3 — R&W Insurance The Parties acknowledge that, concurrently with the closing of the transactions contemplated by the PSA, Assignee has bound a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million Dollars ($11,000,000

ARTICLE 9 — PROPERTY DESCRIPTION AND LOAN IDENTIFICATION

Section 9.1 — Property Details The following table sets forth certain key information regarding the Property owned by the Company:

Section 9.2 — Assumed Loan Details The following table sets forth certain key information regarding the assumed mortgage loan encumbering the Property: A complete list of the Assumed Loan Documents relating to Loan 3-B is set forth on Exhibit B attached hereto.

ARTICLE 10 — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in the PSA. Each Party hereby irrevocably submits to the exclusive jurisdiction of

Section 10.2 — Binding Effect; 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 otherwise expressly permitte

Section 10.3 — Counterparts; Electronic Signatures This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as de

Section 10.4 — Entire Agreement This Assignment, together with the PSA and the other closing documents, instruments, certificates, and agreements delivered by the Parties in connection with the closing of the transactions contemplated by the PSA (including, without limitation, the Assumption Agreement, the Replacement Guaranty, the Amended and Restated Operating Agreement, the Seller's Closing Certificate, the Buyer'

Section 10.5 — Severability If any term, provision, covenant, or condition of this Assignment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Assignment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. The Parties shall negotiate in good faith to replace

Section 10.6 — Amendment This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or waive any provision of this Assignment.

Section 10.7 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) transmitted by electronic ma

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 writi

Section 10.9 — Tax Treatment The Parties acknowledge and agree that the transfer of the Membership Interests is intended to be treated, for federal income tax purposes, in accordance with the Purchase Price Allocation Schedule attached to the PSA as Exhibit K and the agreed allocation methodology under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Each Party shall file all tax returns,

1. Note Purchase Agreement, dated November 22, 2019, by and among Sycamore Life Insurance Company, GMP Mount Juliet LLC, and GMP Peachtree LLC, as amended by that certain First Amendment to Note Purchase Agreement dated March 15, 2021, and as further amended, modified, supplemented, or restated from time to time.

2. Promissory Note (Loan 3-B), dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company, in the original principal amount allocated to Loan 3-B under the Note Purchase Agreement, as amended, modified, or restated from time to time.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated November 22, 2019, executed by GMP Mount Juliet LLC, as grantor, to Commonwealth National Title Insurance Company, as trustee, for the benefit of Sycamore Life Insurance Company, as beneficiary, recorded in the Register's Office of Wilson County, Tennessee, as Instrument No. 2019-14782, as amended by that certain First Amen

4. Assignment of Leases and Rents, dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company, recorded in the Register's Office of Wilson County, Tennessee, as Instrument No. 2019-14783, as amended, modified, supplemented, or restated from time to time.

5. Environmental Indemnity Agreement, dated November 22, 2019, executed by GMP Mount Juliet LLC and Greystone Meridian Partners Fund III, L.P. in favor of Sycamore Life Insurance Company, as amended, modified, supplemented, or restated from time to time.

6. Guaranty Agreement (Carve-Out Guaranty), dated November 22, 2019, executed by Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC in favor of Sycamore Life Insurance Company, as amended, modified, supplemented, or restated from time to time. Note: This Guaranty Agreement has been replaced, effective as of the Effective Date, by the Replacement Carve-Out Guaranty executed by Fairwater Real

7. UCC-1 Financing Statements, filed with the Delaware Secretary of State, Division of Corporations, naming GMP Mount Juliet LLC as debtor and Sycamore Life Insurance Company as secured party, and related UCC continuation statements, amendments, and assignments, as amended, modified, supplemented, or restated from time to time.

8. All amendments, modifications, supplements, restatements, and waivers of or to any of the foregoing documents, whether executed prior to, on, or after the Effective Date, to the extent relating to Loan 3-B and the Property.

9. Consent Letter of Sycamore Life Insurance Company, dated May 22, 2024, addressed to Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, consenting to the transfer of the Membership Interests and the change of control of GMP Mount Juliet LLC, subject to the terms and conditions set forth therein.

10. Assumption Agreement (Sycamore Loans), executed concurrently with the closing of the transactions contemplated by this Assignment and the PSA, pursuant to which the Company (through Assignee as its new sole member) has confirmed its continuing obligations under the Assumed Loan Documents and Assignee has assumed certain obligations in connection therewith, all as required by the Lender Consent. The foregoing list