Contract analysis

Section 1.1 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth herein and the definitions set forth in the PSA, the PSA shall control, except to the extent that this Assignment expressly provides otherwise.

Section 1.2 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below: (a) "Assignment" means this Assignment and Assumption of Membership Interests, together with all exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof. (b) "Company" means GMP Southport LLC, a Delaware limited liability co

ARTICLE II — ASSIGNMENT AND ASSUMPTION

Section 2.1 — Assignment of Interests. Effective as of the Effective 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 Interests, being one hundred percent (100%) of the membership interests in the Company. Such assignment is made free and clear of all liens, pledges, encumbrances, security interests, options,

Section 2.2 — Assumption by Assignee. Effective as of the Effective Date, Assignee hereby accepts the assignment of the Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, and liabilities of Assignor as a member of the Company arising from and after the Effective Date, including without limitation the following: (a) Operating Agreement Obligations. All obligatio

Section 2.3 — Admission of Assignee as Sole Member. Upon the execution and delivery of this Assignment, Assignee shall be admitted as the sole member of the Company, and Assignor shall simultaneously cease to be a member of the Company and shall withdraw as a member effective as of the Effective Date. The Amended and Restated Limited Liability Company Operating Agreement of the Company, executed concurrently herewith

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

Section 3.1 — Ownership. Immediately prior to the execution and delivery of this Assignment, Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Interests. Assignor has full right, power, and authority to assign, transfer, convey, and deliver the Interests to Assignee in accordance with the terms of this Assignment and the PSA. No other person or entity has any right, title, or inter

Section 3.2 — Authorization. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary partnership action on the part of Assignor, including without limitation authorization by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Assignor. Victor Lansdell, in his capacity as Co-Founder and Managing Partner o

Section 3.3 — No Encumbrances. The Interests are free and clear of all Encumbrances, including without limitation all liens, pledges, security interests, mortgages, charges, claims, options, rights of first refusal, preemptive rights, community property interests, equitable interests, and restrictions of any kind or nature whatsoever, except for (i) restrictions under the Operating Agreement as in effect prior to the

Section 3.4 — No Violation. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor or the Company, (ii) violate any law, regulation, order, judgment, injunction, or decree applicable to Assignor or the Company, (iii) conflict with, res

Section 3.5 — Bring-Down of PSA Representations. Assignor's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Seller's Closing Certificate executed by Assignor and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such re

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

Section 4.1 — Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary trust action on the part of Assignee, including without limitation the approval of the board of trustees of Fairwater Real Estate Investment Trust. Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, is duly authorized to execute and deliver this Assig

Section 4.2 — Binding Obligation. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, i

Section 4.3 — Bring-Down of PSA Representations. Assignee's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Buyer's Closing Certificate executed by Assignee and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such rep

ARTICLE V — PROPERTY AND LOAN DETAILS

Section 5.1 — Property Description. The Company owns the real property commonly known as Southport Logistics Park, a logistics and industrial facility located at 3200 Southport Connector Road, Jacksonville, Florida 32218, in Duval County, Florida. The Property consists of approximately 410,000 rentable square feet of logistics and industrial space, constructed in 2021, situated on approximately 47.3 acres of land. Th

Section 5.2 — Existing Debt. The Company is the borrower under Loan 1-G made by Pinnacle Federal Bank, N.A., a national banking association, with offices at 600 Travis Street, Suite 4400, Houston, Texas 77002, pursuant to the Master Loan Agreement dated September 15, 2020, as amended from time to time, and the individual loan supplement applicable to the Company. The material terms of Loan 1-G are as follows: (a) Int

Section 5.3 — Lender Consent. Pinnacle Federal Bank, N.A. has consented to the transfer of the Interests and the change of control of the Company contemplated by this Assignment pursuant to the Lender Consent executed on June 4, 2024. The Lender Consent is subject to the following conditions, each of which has been satisfied as of the Effective Date: (a) Consent Fee. Payment by Assignor and/or Assignee of a consent f

ARTICLE VI — TITLE INSURANCE AND SURVEYS

Section 6.1 — Title Policy. Commonwealth National Title Insurance Company, located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 (title officer: Kenneth Stanhope, Senior Vice President), has issued or will issue an ALTA Owner's Policy of Title Insurance (2021 form) with respect to the Property (the "Owner's Title Policy"), insuring Assignee's indirect interest in the Property through Assignee's owners

Section 6.2 — Survey. An ALTA/NSPS Land Title Survey of the Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (including Table A items as specified by Assignee), has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Florida License No. LS-7842), dated and last revised as of a date no earlier than thirty (30) days prior to the

ARTICLE VII — COVENANTS AND AGREEMENTS

Section 7.1 — Further Assurances. Each Party hereto agrees, from and after the Effective Date, to execute and deliver, or cause to be executed and delivered, such additional and further 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 intent and purposes hereof. Without li

Section 7.2 — Indemnification. The Parties acknowledge and agree that all indemnification rights and obligations with respect to the Company and the Property are governed by, and subject to, the indemnification provisions set forth in Article XII of the PSA. Without limiting the foregoing, the Parties acknowledge the following indemnification parameters established by the PSA: (a) General Rep Cap. The aggregate liabi

Section 7.3 — Representations and Warranties Insurance. Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, 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). The R&W Policy covers losses arising from breaches of Seller's representatio

Section 7.4 — Post-Closing Obligations. The Parties acknowledge and agree that the following post-closing obligations, as more fully set forth in the PSA, apply to the Company and the Property: (a) Proration True-Up. Pursuant to Section 9.4 of the PSA, the Parties shall complete a true-up of all prorations (including real property taxes, utility charges, tenant reimbursements, and other customary items prorated at cl

Section 8.1 — PSA Controls. This Assignment is delivered pursuant to, and is subject to, the terms and conditions of the PSA. In the event of any conflict or inconsistency between any provision of this Assignment and any provision of the PSA, the terms of the PSA shall control and govern, and the conflicting provision of this Assignment shall be deemed modified to the extent necessary to resolve such conflict or inco

Section 8.2 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require the application of the laws of any other jurisdiction, consistent with the governing law provision of the PSA. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal an

Section 8.3 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto 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 as otherwise permitted by the PSA.

Section 8.4 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic mail in portable document format (.pdf) or by other electronic means (including Brightwater Software or similar electronic signature platforms) shall have the same force and

Section 8.5 — Entire Agreement. This Assignment, together with the PSA (as amended), and the other closing documents and ancillary agreements delivered concurrently herewith or contemplated thereby, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, representations, and warrantie

Section 8.6 — 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 course of dealing, course of performance, or trade usage shall be deemed to amend or modify any provision of this Assignment.

Section 8.7 — 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 Section 14.1 of the PSA, to the following addresses (or such other addresses as may be specified by a Party in accordance with the PSA): If to Assignor: Greystone Mer

Section 8.8 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable 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. In such event, the Parties shall ne

Section 8.9 — No Third-Party Beneficiaries. Except as otherwise expressly provided in the PSA (including, without limitation, with respect to lenders, indemnitees, and the insurer under the R&W Policy, to the extent applicable), this Assignment is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitt