Contract analysis

1. Fairfield Logistics Center I — 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield I LLC, Employer Identification Number: 84-2310561);

2. Fairfield Logistics Center II — 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield II LLC, Employer Identification Number: 84-2310578);

3. Westlake Distribution Hub — 11500 Westlake Parkway, Houston, TX 77082 (owned by GMP Westlake LLC, Employer Identification Number: 84-2415693);

4. Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, TX 77449 (owned by GMP Katy LLC, Employer Identification Number: 84-2415710);

5. Alliance Commerce Center — 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 (owned by GMP Alliance LLC, Employer Identification Number: 84-2415728);

6. Lakeland Crossings Industrial — 7100 Drane Field Road, Lakeland, FL 33811 (owned by GMP Lakeland LLC, Employer Identification Number: 84-2527834);

7. Southport Logistics Park — 3200 Southport Connector Road, Jacksonville, FL 32218 (owned by GMP Southport LLC, Employer Identification Number: 84-2527849);

8. Murfreesboro Distribution Center — 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 (owned by GMP Murfreesboro LLC, Employer Identification Number: 84-2527856);

9. Buckhead Place Office Tower — 3380 Peachtree Road NE, Atlanta, GA 30326 (owned by GMP Buckhead LLC, Employer Identification Number: 84-2639901);

10. SouthPark Corporate Center — 6200 Fairview Road, Charlotte, NC 28210 (owned by GMP SouthPark LLC, Employer Identification Number: 84-2639918);

11. Cool Springs Office Park — 5000 Virginia Way, Brentwood, TN 37027 (owned by GMP Cool Springs LLC, Employer Identification Number: 84-2639925);

12. Brickell Bay Office Building — 1450 Brickell Avenue, Miami, FL 33131 (owned by GMP Brickell LLC, Employer Identification Number: 84-2639932);

13. Peachtree Corners Logistics Center — 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (owned by GMP Peachtree LLC, Employer Identification Number: 84-2741063); and

14. Mount Juliet Commerce Park — 400 South Mount Juliet Road, Mount Juliet, TN 37122 (owned by GMP Mount Juliet LLC, Employer Identification Number: 84-2741070). B. The PSA and Entity-Level Transfer. Assignor and Assignee entered into the PSA dated as of February 28, 2024, as amended by the First Amendment thereto dated as of April 12, 2024, and the Second Amendment thereto dated as of May 28, 2024, pursuant to which

Section 1.1 Defined Terms. As used in this Assignment, the following capitalized terms shall have the meanings set forth below: "Assigned Interests" means, collectively, the Leases, the Service Contracts, and the Intangible Property. "Closing Date" means June 6, 2024. "Intangible Property" means all warranties, guaranties (including, without limitation, contractor warranties, subcontractor warranties, and manufacture

Section 1.2 PSA Definitions Incorporated. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings assigned to such terms in the PSA. In the event of any conflict between a definition set forth in this Assignment and a definition set forth in the PSA, the definition set forth in the PSA shall control.

Section 2.1 Assignment of Leases. Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's and each Target Entity's right, title, and interest as landlord in, to, and under each of the eighty-seven (87) Leases described in Exhibit B attached hereto, together with all of the following: (a) All rents, additional rents, percentage rents, expense reimbursements, common area maintenance cha

Section 2.2 Assignment of Service Contracts. Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's and each Target Entity's right, title, and interest in, to, and under each of the sixty-three (63) Service Contracts described in Exhibit C attached hereto, together with all rights, privileges, benefits, and entitlements thereunder that accrue from and after the Closing Date. The fore

Section 2.3 Assignment of Intangible Property. Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's and each Target Entity's right, title, and interest in, to, and under all Intangible Property, including, without limitation, each of the following: (a) All warranties and guaranties, whether express or implied, from contractors, subcontractors, materialmen, suppliers, and manufactur

Section 2.4 Supplemental Nature of Assignment. The parties acknowledge and agree that this Assignment is supplemental to, and not in lieu of, the entity-level transfer accomplished through the fourteen (14) Membership Interest Assignments executed concurrently herewith. The entity-level transfer constitutes the primary mechanism by which Assignee has acquired the Assigned Interests, and this Assignment is executed an

Section 3.1 Assumption of Lease Obligations. Assignee hereby accepts the foregoing assignment of the Leases set forth in Section 2.1 and assumes and agrees to perform, observe, fulfill, and be bound by all of the obligations, duties, covenants, and liabilities of the landlord under each of the eighty-seven (87) Leases arising from and after the Closing Date, in accordance with the terms and conditions of each such Le

Section 3.2 Assumption of Service Contract Obligations. Assignee hereby accepts the foregoing assignment of the Service Contracts set forth in Section 2.2 and assumes and agrees to perform, observe, fulfill, and be bound by all of the obligations, duties, covenants, and liabilities of the applicable Target Entity under each of the sixty-three (63) Service Contracts arising from and after the Closing Date, in accordan

Section 3.3 Assumption of Intangible Property Obligations. Assignee hereby accepts the foregoing assignment of the Intangible Property set forth in Section 2.3 and assumes any and all obligations, duties, and liabilities associated with the Intangible Property arising from and after the Closing Date, to the extent applicable and to the extent such obligations run with or are appurtenant to the Intangible Property.

Section 3.4 Limitation on Assumed Obligations. Notwithstanding anything to the contrary contained in this Assignment, Assignee does not assume and shall not be responsible for any obligations, liabilities, claims, demands, losses, costs, expenses, or defaults arising under or relating to the Leases, Service Contracts, or Intangible Property that are attributable to or arise from events, acts, omissions, or circumstan

ARTICLE IV PRORATIONS AND ADJUSTMENTS

Section 4.1 Prorations. The income, expenses, and other items attributable to the ownership and operation of the Properties have been prorated between Assignor and Assignee as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, in accordance with the proration and working-capital methodology set forth in Exhibit U to the PSA and as reflected in the Preliminary Closing Proration Statement exe

Section 4.2 Post-Closing True-Up. Assignor and Assignee shall cooperate in good faith to prepare and agree upon a final proration statement (the "Final Proration Statement") within ninety (90) days following the Closing Date (that is, by September 4, 2024), in accordance with the procedures and methodology set forth in Exhibit V to the PSA. Any net adjustment reflected on the Final Proration Statement in favor of eit

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.1 Assignor's Representations. Assignor represents and warrants to Assignee, as of the Closing Date, as follows: (a) Authority. Assignor has the right, power, legal capacity, and authority to execute, deliver, and perform this Assignment and to assign, transfer, and convey the Assigned Interests to Assignee as contemplated herein. The execution, delivery, and performance of this Assignment by Assignor have b

Section 5.2 Assignee's Representations. Assignee represents and warrants to Assignor, as of the Closing Date, as follows: (a) Authority. Assignee has the right, power, legal capacity, and authority to execute, deliver, and perform this Assignment and to accept the assignment of and assume the Assigned Interests as contemplated herein. The execution, delivery, and performance of this Assignment by Assignee have been d

ARTICLE VI PROPERTY MANAGEMENT TRANSITION

Section 6.1 Transition from Argyle to Fairwater PM. The parties acknowledge that, concurrently with the execution and delivery of this Assignment, Argyle Property Services LLC (3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326; portfolio manager: Sean Kilpatrick) and Fairwater Property Management LLC (7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044; SVP, Operations: Leah Torrance) have entered

Section 6.2 Tenant Notification. In connection with the consummation of the transactions contemplated by the PSA and this Assignment, tenant notification letters were prepared and distributed to all eighty-seven (87) tenants under the Leases, advising each tenant of the change of ownership of the applicable Property to Fairwater Real Estate Investment Trust and the transition of property management responsibilities t

Section 7.1 Further Assurances. Each party hereto covenants and agrees that, from and after the Closing Date, it shall execute and deliver such additional documents, instruments, certificates, and agreements, and shall take such further actions, as may be reasonably requested by the other party and as may be reasonably necessary or desirable to effectuate the purposes and intent of this Assignment, including, without

Section 7.2 Cooperation on Rent Collections. Assignor shall cooperate with Assignee in good faith in collecting any rents, additional rents, reimbursements, or other amounts due and payable by tenants under the Leases for rental periods or otherwise attributable to the period prior to the Closing Date; provided, however, that Assignee shall first apply any post-closing rent collections received from tenants to curren

Section 7.3 Lender Compliance. The parties acknowledge and agree that the Properties are encumbered by mortgage debt that has been assumed by Assignee in connection with the transactions contemplated by the PSA in the aggregate principal amount of Six Hundred Twelve Million Dollars ($612,000,000), as follows: (a) Pinnacle Federal Bank, N.A.: Aggregate outstanding principal balance of Four Hundred Twenty-One Million S

Section 8.1 Assignor's Indemnification. Subject to the limitations set forth in the PSA (including, without limitation, the General Representation Cap, the Fundamental Representation Cap, the Basket, the De Minimis Threshold, and the applicable survival periods), Assignor shall indemnify, defend, and hold harmless Assignee and its officers, trustees, employees, agents, successors, and assigns (collectively, the "Assi

Section 8.2 Assignee's Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its partners, members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' f

Section 8.3 Incorporation of PSA Indemnification Terms. The indemnification provisions of this Article VIII are subject to and governed by the indemnification provisions of the PSA, including Article XII thereof, and the terms and conditions of the Indemnity Escrow Agreement, pursuant to which Sixteen Million Five Hundred Thousand Dollars ($16,500,000) is held in escrow by Commonwealth National Title Insurance Compan

ARTICLE IX MISCELLANEOUS PROVISIONS

Section 9.1 Governing Law. This Assignment shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect 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 provision set forth in the PSA. Notwithstanding the foregoing, to the extent that matters of title, recordi

Section 9.2 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. Neither party may assign its rights or obligations under this Assignment without the prior written consent of the other party, except as expressly permitted by the PSA.

Section 9.3 Entire Agreement. This Assignment, together with the PSA, the Membership Interest Assignments, the Transition Services Agreement, the Indemnity Escrow Agreement, and the other closing documents delivered concurrently herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, n

Section 9.4 Amendments. 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 amendment or modification shall be effective.

Section 9.5 Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages hereto by electronic mail in portable document format (.pdf) or by other electronic transmission shall constitute effective execution and delivery

Section 9.6 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be given in accordance with the notice provisions set forth in the PSA. For convenience of reference, the key notice addresses of the parties are as follows: If to Assignor: Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta

Section 9.7 Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Assignment, and the application of such provision to other persons, entities, or circumstances, shall not be affected thereby and shall remain in full force and effect, and th

Section 9.8 No Third-Party Beneficiaries. Except as expressly provided in the PSA (including, without limitation, with respect to the rights of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as existing mortgage lenders), this Assignment is not intended to and shall not confer any rights, benefits, remedies, obligations, or liabilities upon any person or entity other

Section 9.9 Waiver. No waiver of any breach, default, or failure of condition under this Assignment shall be deemed a waiver of any subsequent breach, default, or failure of condition, whether of a like or different nature. No waiver shall be effective unless in writing and signed by the party granting the waiver. No failure or delay by either party in exercising any right, power, or privilege under this Assignment s

Section 9.10 Construction. The section headings and article headings contained in this Assignment are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment. Whenever used in this Assignment, the word "including" (and correlative words such as "include" and "includes") means "including without limitation." References to "herein," "hereof," "he