Contract analysis

Section 1.1 — Assignment of Membership Interests. Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, effective as of the date hereof, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, restrictions on tra

Section 1.2 — Delivery of Certificates or Evidence of Membership Interests. Concurrently with the execution and delivery of this Assignment, Assignor delivers herewith to Assignee all certificates, instruments, or other evidence of the Membership Interests, if any, together with all membership interest powers, transfer instruments, and other documents necessary or reasonably required to effectuate the transfer of the

Section 1.3 — Withdrawal of Assignor as Member. Effective as of the date hereof, Assignor hereby withdraws as a member of the Company and relinquishes all rights, powers, and authority as a member of the Company, including, without limitation, any rights to distributions, allocations of profits and losses, participation in management, and all other rights and interests appurtenant to the Membership Interests. From an

Section 2.1 — Assumption of Obligations. Assignee hereby accepts the foregoing assignment of the Membership Interests and assumes and agrees to perform, observe, and discharge, from and after the date hereof, all duties, obligations, and liabilities of Assignor as the sole member of the Company, whether known or unknown, fixed or contingent, matured or unmatured, arising from and after the date hereof, including, wit

Section 2.2 — Pre-Closing Obligations. Notwithstanding Section 2.1 above, Assignor shall remain responsible for all obligations and liabilities of the sole member of the Company arising or accruing prior to the date hereof, including, without limitation, all obligations with respect to the management, operation, and maintenance of the Property prior to the date hereof, subject to the proration and working-capital adj

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

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, as general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and

Section 3.2 — Due Authorization. The execution, delivery, and performance of this Assignment by Assignor has been duly and validly authorized by all necessary limited partnership and limited liability company action on the part of Assignor and Greystone Meridian Capital LLC, as general partner of Assignor. No additional consent, approval, authorization, or other action by any partner, member, manager, or other person

Section 3.3 — Title to Membership Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. Assignor holds the Membership Interests free and clear of all liens, claims, encumbrances, pledges, options, charges, security interests, restrictions on transfer, voting trusts, proxies, and adverse claims of any kind or nature whatsoever, other than

Section 3.4 — No Conflicts. The execution and delivery of this Assignment by Assignor, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of or default under (with or without the giving of notice or the lapse of time, or both) any provision of (i) the limited partnership agreement of Assignor or the operating agreement of Greystone Merid

Section 3.5 — The Company. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business as a foreign limited liability company in the State of Texas, which is the only jurisdiction in which the nature of its business or the ownership of its properties requires such qualification. The Compan

Section 3.6 — Bring-Down. The representations and warranties of Assignor set forth in the PSA (including, without limitation, those set forth in Article V thereof), as brought down to the date hereof pursuant to the Seller's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the ext

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

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 under its Declaration of Trust and Bylaws, and under applicable law, to execute, deliver, and perform this Assignment, to accept the assignment of the Membership Interests, to assume the obligations se

Section 4.2 — Due Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly and validly authorized by all necessary action on the part of Assignee, including, without limitation, approval by the Board of Trustees of Fairwater Real Estate Investment Trust. The person executing this Assignment on behalf of Assignee is duly authorized to do so, and this Assignment constitutes t

Section 4.3 — Bring-Down. The representations and warranties of Assignee set forth in the PSA (including, without limitation, those set forth in Article VI thereof), as brought down to the date hereof pursuant to the Buyer's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the ext

ARTICLE V — ADMISSION OF ASSIGNEE AS SOLE MEMBER

Section 5.1 — Admission. Effective as of the date hereof, Assignee is hereby admitted as the sole member of the Company and shall have all rights, powers, privileges, and authority of the sole member of the Company under the Act and under the A&R Operating Agreement, including, without limitation, the right to manage the business and affairs of the Company, to make all decisions with respect to the Company and the Pr

Section 5.2 — Amended and Restated Operating Agreement. Concurrently with the execution and delivery of this Assignment, Assignee has executed and delivered the A&R Operating Agreement of GMP Westlake LLC, dated as of the date hereof, which reflects Assignee as the sole member of the Company and sets forth the rights, duties, and obligations of Assignee in its capacity as the sole member. The A&R Operating Agreement

Section 5.3 — Manager/Member Filings. Assignee shall promptly, and in any event within thirty (30) days following the date hereof, cause appropriate filings to be made with the Delaware Secretary of State and the Texas Secretary of State, as applicable, to reflect the change of ownership and management of the Company resulting from this Assignment, including, without limitation, the filing of any Certificate of Amend

ARTICLE VI — FURTHER ASSURANCES

Section 6.1 — Further Actions. Each Party hereby covenants and agrees to execute, acknowledge, deliver, file, record, and publish, or cause to be executed, acknowledged, delivered, filed, recorded, and published, such further instruments, documents, certificates, acts, and filings as may be reasonably required, necessary, or desirable to carry out the intent and purposes of this Assignment and to fully effectuate the

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — 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 provision or rule (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 l

Section 7.2 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as otherwise provided in the PSA.

Section 7.3 — Entire Agreement. This Assignment, together with the PSA (including all exhibits, schedules, and amendments thereto, including, without limitation, Schedule 2-3 with respect to the Company and the Property) and the other closing documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith, constitutes the entire agreement between the Parties with respect to t

Section 7.4 — 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 waiver by any Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, nor shall any waiver constitute a continuing waiver.

Section 7.5 — Counterparts. This Assignment may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by portable document format (PDF) or by any electronic signature method compliant with the federal Electr

Section 7.6 — Severability. If any term, provision, covenant, or condition of this Assignment, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Assignment, and the application of such term, provision, covenant, or condition to other pe

Section 7.7 — 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. For the avoidance of doubt, notices shall be delivered to the following addresses (or to such other address as a Party may designate by notic

Section 7.8 — No Third-Party Beneficiaries. Except as otherwise expressly provided in the PSA with respect to indemnification, representations and warranties insurance matters, and other specified third-party rights, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, rem

Section 7.9 — Relationship to PSA. This Assignment is delivered pursuant to and in furtherance of the PSA and the transactions contemplated thereby. In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the PSA, the terms and provisions of the PSA shall control and govern. Nothing in this Assignment is intended to modify, amend, supplement, o

1. Assumption Agreement — Pinnacle Loans (Execution Version), dated June 6, 2024, by and among GMP Westlake LLC, Fairwater Real Estate Investment Trust (as replacement guarantor), and Pinnacle Federal Bank, N.A., pursuant to which the Company's obligations under Loan 1-C are confirmed and Fairwater Real Estate Investment Trust assumes the carve-out guaranty obligations with respect thereto.

2. Replacement Guaranty — Pinnacle Loans (Execution Version), dated June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., pursuant to which Fairwater Real Estate Investment Trust guarantees certain recourse carve-out obligations of the Company under the Pinnacle Loan Agreement with respect to Loan 1-C, replacing in its entirety the prior guaranty of Greystone Meridi

3. Lender Consent Letter, dated June 4, 2024, executed by Pinnacle Federal Bank, N.A., consenting to the transfer of the Membership Interests and the change of control of the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, subject to the terms and conditions set forth therein. [End of Exhibit C] Item | Detail Lender | Pinnacle Federal Bank, N.A., a national banking a