Contract analysis

Section 1.1 — Defined Terms As used in this Assignment, the following terms shall have the meanings set forth below: "Assignment" means this Assignment and Assumption of Membership Interests, together with all exhibits and schedules attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Closing Date" means June 6, 2024. "Compa

ARTICLE II — ASSIGNMENT AND ASSUMPTION

Section 2.1 — Assignment of Membership Interests Effective as of the Closing Date, the Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to the Assignee, and the Assignee's successors and permitted assigns, all of the Assignor's right, title, and interest in, to, and under the Membership Interests, constituting one hundred percent (100%) of the issued and outstanding membership interest

Section 2.2 — Assumption by Assignee The Assignee hereby accepts the foregoing assignment of the Membership Interests and, effective as of the Closing Date, assumes and agrees to perform, discharge, and be bound by all rights, obligations, duties, and liabilities of the Assignor as the sole member of the Company arising from and after the Closing Date, including, without limitation: (a) all obligations of the Company

Section 2.3 — Retained Liabilities of Assignor Notwithstanding any other provision of this Assignment, the Assignor shall retain and shall be solely responsible for all liabilities and obligations of or relating to the Company, the Property, or the Membership Interests to the extent attributable to the period prior to the Closing Date, except as otherwise expressly allocated, adjusted, or prorated pursuant to the pro

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

Section 3.1 — Organization and Good Standing The 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 partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. Greystone Meridian Capital LLC, as the sole general partner of the Assignor, is a limited li

Section 3.2 — Authority; Binding Effect The Assignor has full power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by the Assignor and the consummation by the Assignor of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the

Section 3.3 — Title to Membership Interests The Assignor is the sole record and beneficial owner of the Membership Interests, constituting one hundred percent (100%) of the issued and outstanding membership interests, economic interests, and other equity interests of any kind or nature in the Company. The Membership Interests are owned by the Assignor free and clear of all liens, pledges, security interests, encumbra

Section 3.4 — No Conflicts The execution, delivery, and performance of this Assignment by the Assignor and the consummation by the Assignor of the transactions contemplated hereby do not and will not (a) conflict with, result in a breach of, or constitute a default under the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Assignor or the certificate of forma

Section 3.5 — Consents All consents, approvals, authorizations, permits, licenses, filings, registrations, and notifications required for the execution, delivery, and performance of this Assignment by the Assignor and the consummation of the transactions contemplated hereby have been duly obtained, given, or made, as applicable, including, without limitation, the Lender Consent from Pinnacle Federal Bank, N.A. to the

Section 3.6 — Bring-Down of Representations The Assignor hereby confirms that the representations and warranties of the Seller set forth in the Purchase Agreement, as qualified by the disclosure schedules delivered thereunder, are true and correct in all material respects as of the Closing Date (or, to the extent such representations and warranties are made as of a specific date, as of such specific date), as more pa

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

Section 4.1 — Organization and Good Standing The Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. The Assignee has all requisite trust power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Assignee is duly qualified to transact business and is in good standing in e

Section 4.2 — Authority; Binding Effect The Assignee has full power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The board of trustees of Fairwater Real Estate Investment Trust has duly authorized the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby, and no additional trust, sh

Section 4.3 — No Conflicts The execution, delivery, and performance of this Assignment by the Assignee and the consummation by the Assignee of the transactions contemplated hereby do not and will not (a) conflict with, result in a breach of, or constitute a default under the declaration of trust, bylaws, or other organizational documents of the Assignee; (b) violate any applicable law, statute, regulation, rule, orde

Section 4.4 — Financial Capacity The Assignee has, or has access to, sufficient funds to consummate the transactions contemplated by this Assignment and the Purchase Agreement and to pay the Purchase Price (as allocated to the Company in accordance with the Purchase Agreement) and all related costs, fees, and expenses. Without limiting the generality of the foregoing, the Assignee has available borrowing capacity und

ARTICLE V — COMPANY INFORMATION

Section 5.1 — Company Details The Parties hereby acknowledge and confirm the following details regarding the Company: Full Legal Name: GMP Murfreesboro LLC Jurisdiction of Formation: State of Delaware Federal Employer Identification Number: 84-2527856 Entity Type: Single-purpose entity; limited liability company Property Owned: Murfreesboro Distribution Center, 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 371

Section 5.2 — Operating Agreement The Operating Agreement of the Company shall be amended and restated in its entirety effective as of the Closing Date to reflect Fairwater Real Estate Investment Trust as the sole member of the Company and to set forth such governance and management provisions as the Assignee shall determine. Reference is hereby made to the Amended and Restated Limited Liability Company Agreement of

ARTICLE VI — COVENANTS AND AGREEMENTS

Section 6.1 — Further Assurances Each Party hereby agrees, from time to time after the Closing Date, to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to carry out the provisions of this Assignment and the Purchase Agreement and to give ef

Section 6.2 — Post-Closing Filings The Assignee shall be responsible, at its sole cost and expense, for preparing and filing any necessary amendments, certificates, or updates with the Delaware Secretary of State to reflect the change in membership and management of the Company resulting from the transactions contemplated by this Assignment, including, without limitation, any amendment to the certificate of formation

Section 6.3 — Transition of Property Management The Parties acknowledge and agree that, concurrently with the execution and delivery of this Assignment, the Assignor has caused its affiliate, Argyle Property Services LLC, and the Assignee has caused its affiliate, Fairwater Property Management LLC, to enter into that certain Transition Services Agreement dated as of June 6, 2024 (the "Transition Services Agreement"),

Section 6.4 — Tenant Notification Promptly following the Closing Date, and in any event within five (5) business days thereof, the Assignee shall cause tenant notification letters to be prepared and delivered to all tenants of the Property, notifying such tenants of the change of ownership of the Company and the Property, the designation of Fairwater Property Management LLC as the new property manager, and providing

Section 6.5 — Operating Account Transition The Parties shall cooperate in good faith to effect the transition of the Company's operating accounts maintained at Magnolia Commerce Bank, N.A. (located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303; relationship contact: Linda Prescott, Vice President, Commercial Banking) to reflect the removal of the Assignor's designated authorized signatories and the ad

ARTICLE VII — PRORATIONS AND ADJUSTMENTS

Section 7.1 — Proration Date All items required to be prorated between the Assignor and the Assignee with respect to the Company and the Property shall be prorated as of 11:59 p.m. Eastern Time on June 5, 2024 (the "Proration Date"), such that the Assignor shall be responsible for all income and expenses attributable to the period ending on and including the Proration Date, and the Assignee shall be responsible for a

Section 7.2 — Reference to Purchase Agreement All prorations, adjustments, and working-capital settlements with respect to the Company and the Property shall be calculated, allocated, and settled in accordance with the proration and adjustment provisions of the Purchase Agreement, including Article IX thereof and the proration methodology set forth in Exhibit U to the Purchase Agreement. Without limiting the foregoin

Section 7.3 — Security Deposits At or prior to the Closing, all tenant security deposits held by the Company in its accounts (whether in the form of cash, letters of credit, or other instruments) shall be transferred to the control of the Assignee, or shall remain in Company accounts that are under the Assignee's control following the operating account transition described in Section 6.5 hereof. The aggregate tenant

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Cross-Reference to Purchase Agreement The indemnification rights and obligations of the Assignor and the Assignee with respect to the Company, the Membership Interests, and the Property shall be governed solely and exclusively by the indemnification provisions set forth in the Purchase Agreement (including Article X thereof), and shall not be governed by or arise under this Assignment. All claims for in

Section 8.2 — Representations and Warranties Insurance The Parties acknowledge that, concurrently with the Closing, the Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company (Policy No. SPC-2024-041287), with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million D

Section 9.1 — 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 any principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions of the Purchase Agreement. Notwithstanding the foregoing, matters relating to the creation, perfec

Section 9.2 — Successors and Assigns This Assignment shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except in connection with assignments permitted under the

Section 9.3 — Entire Agreement This Assignment, together with the Purchase Agreement, the Indemnity Escrow Agreement, the Transition Services Agreement, the Amended and Restated Operating Agreement, the Assumption Agreement — Pinnacle Loans, and the other transaction documents executed in connection therewith (collectively, the "Transaction Documents"), constitutes the entire agreement between the Parties with respec

Section 9.4 — Amendments This Assignment may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed and delivered by both the Assignor and the Assignee. No oral agreement, course of dealing, or course of performance shall be effective to amend or modify this Assignment.

Section 9.5 — Counterparts This Assignment may be executed in two 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. The exchange of copies of this Assignment and of signature pages by electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictori

Section 9.6 — 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 reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herei

Section 9.7 — 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 delivered in accordance with the notice provisions set forth in the Purchase Agreement. For purposes of this Assignment, the notice addresses of the Parties shall be as follows: If to the Assignor: Greystone Meridian Partners Fund

Section 9.8 — 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 writin

Section 9.9 — No Third-Party Beneficiaries Nothing in this Assignment, whether express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express t

1. Master Loan Agreement, dated as of September 15, 2020, by and among Pinnacle Federal Bank, N.A., as lender, and the borrower parties thereto, as amended by that certain First Amendment to Master Loan Agreement dated as of March 1, 2022, and that certain Second Amendment to Master Loan Agreement dated as of November 15, 2023 (as so amended, the "MLA").

2. Loan Supplement for Loan 1-H, dated as of September 15, 2020, executed by GMP Murfreesboro LLC in favor of Pinnacle Federal Bank, N.A., designating the Company's borrowing under the MLA and setting forth the specific terms applicable to Loan 1-H.

3. Promissory Note (Loan 1-H), dated as of September 15, 2020, in the original principal amount allocated to Loan 1-H, executed by GMP Murfreesboro LLC in favor of Pinnacle Federal Bank, N.A.

4. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of September 15, 2020, from GMP Murfreesboro LLC, as grantor, to William R. Compton, as trustee, for the benefit of Pinnacle Federal Bank, N.A., as beneficiary, recorded September 17, 2020, in Trust Deed Book 1894, Page 412, Register's Office, Rutherford County, Tennessee, encumbering the Property.

5. Assignment of Leases, Rents, and Profits, dated as of September 15, 2020, from GMP Murfreesboro LLC to Pinnacle Federal Bank, N.A., recorded September 17, 2020, in Trust Deed Book 1894, Page 498, Register's Office, Rutherford County, Tennessee.

6. Environmental Indemnity Agreement, dated as of September 15, 2020, executed by GMP Murfreesboro LLC and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.

7. UCC Financing Statement(s) filed with the Delaware Secretary of State (File No. 2020-5847291) and with the Rutherford County Register's Office, naming GMP Murfreesboro LLC as debtor and Pinnacle Federal Bank, N.A. as secured party.

8. Replacement Carve-Out Guaranty, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., replacing the Carve-Out Guaranty previously executed by Greystone Meridian Partners Fund III, L.P. with respect to Loan 1-H.

9. Consent Letter, dated June 4, 2024, from Pinnacle Federal Bank, N.A. consenting to the change of control of GMP Murfreesboro LLC resulting from the assignment of the Membership Interests contemplated by this Assignment.

10. Assumption Agreement — Pinnacle Loans, dated as of June 6, 2024, by and among Pinnacle Federal Bank, N.A., the Assignor, the Assignee, and the Company, providing for the assumption of the obligations under the MLA with respect to Loan 1-H. Key Loan Terms — Loan 1-H: Consent Fee: The aggregate consent fee payable to Pinnacle Federal Bank, N.A. in connection with the change of control of the fourteen (14) borrower