Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Assumption and Recognition Agreement, including all exhibits and schedules attached hereto, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Assuming Party" means Fairwater Real Estate Investment Trust, a r

Section 1.2 — Interpretation (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Master Loan Agreement. (b) References in this Agreement to sections, articles, exhibits, and schedules are to sections, articles, exhibits, and schedules of and to this Agreement, unless the context otherwise requires. (c) The words "include," "includes," and "inclu

ARTICLE II — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assuming Party As of the Effective Date, the Assuming Party hereby unconditionally and irrevocably assumes and agrees to perform, observe, and be bound by all of the covenants, obligations, duties, and liabilities of the "Controlling Party," "Principal," "Sponsor," or any similar designee under the Loan Documents, to the extent such obligations apply to the direct or indirect owner of the

Section 2.2 — Assumption of Guarantor Obligations The Assuming Party's obligations as the replacement guarantor under the Loan Documents are set forth exclusively in the Replacement Guaranty executed and delivered simultaneously herewith. Nothing contained in this Agreement shall be deemed to expand, modify, or otherwise alter the scope of the Assuming Party's obligations as guarantor beyond those obligations express

Section 2.3 — Borrower Obligations Continue The obligations, covenants, representations, and warranties of each Borrower under the Loan Documents shall remain in full force and effect and are not modified, released, diminished, or otherwise affected by (a) this Agreement, (b) the Transfer, (c) the Replacement Guaranty, (d) the release of the Original Guarantor as provided in Article VII hereof, or (e) any other actio

Section 2.4 — No Novation This Agreement does not constitute, and shall not be construed to constitute, a novation of any Borrower's obligations, or of any other party's obligations, under the Loan Documents. The Loans, as evidenced by the Loan Documents, shall continue in full force and effect, and nothing herein shall be construed to extinguish, release, discharge, impair, or otherwise affect any obligation of any

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSUMING PARTY The Assuming Party hereby represents and warrants to Lender as of the Effective Date as follows:

Section 3.1 — Organization and Authority Fairwater Real Estate Investment Trust is a real estate investment trust duly formed, validly existing, and in good standing under the laws of the State of Maryland. The Assuming Party is registered with the Securities and Exchange Commission as a reporting company, and its common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "

Section 3.2 — Authorization The execution, delivery, and performance by the Assuming Party of this Agreement, the Replacement Guaranty, and all other agreements, instruments, and documents to be executed and delivered by the Assuming Party in connection with the transactions contemplated hereby have been duly authorized by all necessary trust action of the Assuming Party, including, without limitation, resolutions du

Section 3.3 — Enforceability This Agreement constitutes, and the Replacement Guaranty when executed and delivered will constitute, a legal, valid, and binding obligation of the Assuming Party, enforceable against the Assuming Party in accordance with its respective terms, subject in each case to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general

Section 3.4 — No Conflicts The execution, delivery, and performance by the Assuming Party of this Agreement and the Replacement Guaranty, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, contravene, or conflict with the declaration of trust, bylaws, or any other organizational or governing document of the Assuming Party; (b) violate, contravene, or conflict w

Section 3.5 — No Litigation There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the Assuming Party, threatened against or affecting the Assuming Party or any of its subsidiaries or affiliates before any court, arbitrator, or governmental authority that (a) would reasonably be expected to have a material adverse effect on the business, financial condition, or oper

Section 3.6 — Financial Condition The Assuming Party has, as of the Effective Date, (a) a tangible net worth (determined in accordance with generally accepted accounting principles consistently applied, excluding goodwill and other intangible assets) of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) (the "Minimum Net Worth") and (b) liquid assets (consisting of unrestricted cash, cash equival

Section 3.7 — ERISA The Assuming Party is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the assets of the Assuming Party do not constitute "plan assets" within the meaning of the regulations promulgated by the U.S. Department of Labor at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA. No Borrower is, or as a r

Section 3.8 — Anti-Money Laundering / OFAC Neither the Assuming Party nor any of its officers, trustees, directors, partners, members, or, to the knowledge of the Assuming Party, its affiliates, is a "Prohibited Person" (as such term is defined in the Loan Documents) or is otherwise in violation of (a) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., (b) the Trading with the Enemy Act, 50 U

Section 3.9 — Acknowledgment of Loan Terms The Assuming Party acknowledges and confirms that it has received and reviewed complete copies of the Loan Documents, including, without limitation, the Master Loan Agreement, each Loan Supplement, each promissory note, each deed of trust, mortgage, or deed to secure debt, each security agreement, each assignment of leases and rents, each environmental indemnity agreement, a

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR The Transferor hereby represents and warrants to Lender and the Assuming Party as of the Effective Date as follows:

Section 4.1 — Organization and Authority Greystone Meridian Partners Fund III, L.P. is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Its sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company (EIN 83-1520984), whose co-founders and managing partners are Victor Lansdell and Elise Rathborne. The Transferor has the

Section 4.2 — Authorization The execution, delivery, and performance by the Transferor of this Agreement have been duly authorized by all necessary partnership action, including, without limitation, the authorization and approval of its general partner, Greystone Meridian Capital LLC. No further consent, approval, or authorization of any limited partner or any other person or entity is required in connection with the

Section 4.3 — No Default As of the Effective Date, to the actual knowledge of the Transferor (such knowledge being limited to the actual knowledge of Victor Lansdell, Elise Rathborne, and Sean Kilpatrick, each after reasonable inquiry), (a) no Event of Default (as defined in the Master Loan Agreement) has occurred and is continuing under any of the Loan Documents, and (b) no event has occurred and is continuing that,

Section 4.4 — Outstanding Balance Confirmation The Transferor confirms that, as of February 28, 2024, the aggregate outstanding principal balance under Loans 1-A through 1-H is Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000.00), as reflected on Exhibit B attached hereto. The Transferor further confirms that, as of the Effective Date, all interest, fees, charges, and other amount

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF LENDER Lender hereby represents and warrants to the Assuming Party and the Transferor as of the Effective Date as follows:

Section 5.1 — Authorization Pinnacle Federal Bank, N.A. has the requisite power and authority under its charter, bylaws, and applicable law to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Lender have been duly authorized by all necessary corporate action on the part of Lender.

Section 5.2 — Consent Lender hereby confirms its consent to the Transfer as set forth in the Consent Letter dated June 4, 2024, subject in all respects to the terms and conditions set forth therein and in this Agreement. Lender's consent to the Transfer shall not be deemed to constitute a consent to, or a waiver of any right with respect to, any future transfer, assignment, encumbrance, or other disposition of any di

ARTICLE VI — COVENANTS OF THE ASSUMING PARTY The Assuming Party hereby covenants and agrees with Lender as follows:

Section 6.1 — Compliance with Loan Documents From and after the Effective Date, the Assuming Party shall cause each Borrower to comply fully and in a timely manner with all of the terms, covenants, conditions, obligations, and requirements of the Loan Documents. The Assuming Party shall not permit, cause, or suffer any Borrower to take any action, or to fail to take any action, that would constitute or give rise to a

Section 6.2 — Financial Reporting The Assuming Party shall deliver, or cause to be delivered, to Lender each of the following: (a) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Assuming Party, audited annual financial statements of the Assuming Party, prepared in accordance with generally accepted accounting principles consistently applied, audited by a nat

Section 6.3 — Net Worth and Liquidity Maintenance The Assuming Party shall at all times maintain (a) a tangible net worth (determined in accordance with generally accepted accounting principles consistently applied, excluding goodwill and other intangible assets) of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) (the "Minimum Net Worth") and (b) liquid assets (consisting of unrestricted cash,

Section 6.4 — SPE Covenants From and after the Effective Date, the Assuming Party shall cause each Borrower to continue to comply in all respects with all single-purpose entity covenants set forth in the Master Loan Agreement and in the organizational documents of each Borrower, including, without limitation: (a) maintaining separate books and records from those of any other person or entity; (b) maintaining separate

Section 6.5 — Insurance The Assuming Party shall cause each Borrower to maintain, at all times during the term of the Loans, all insurance coverages required under the Loan Documents, including, without limitation, comprehensive general liability insurance, property insurance (including "all risk" coverage), business interruption and loss of rental income insurance, flood insurance (if applicable), earthquake insuran

Section 6.6 — Property Management The parties acknowledge that, as of the Effective Date, Argyle Property Services LLC, an affiliate of the Transferor, is the property manager for each of the Properties under property management agreements currently in effect. Pursuant to that certain Transition Services Agreement dated as of the Effective Date, by and between the Transferor (or its applicable affiliate) and the Assu

Section 6.7 — Notices The Assuming Party shall promptly notify Lender in writing (and in any event within five (5) business days of obtaining knowledge thereof) of the occurrence of any of the following: (a) any Event of Default or any event, condition, or circumstance that, with the giving of notice, the passage of time, or both, would reasonably be expected to constitute an Event of Default under any of the Loan Do

ARTICLE VII — RELEASE OF ORIGINAL GUARANTOR

Section 7.1 — Release Effective as of the Effective Date, and subject to the terms and conditions of this Article VII, Lender hereby releases and discharges Greystone Meridian Partners Fund III, L.P. from all obligations, liabilities, claims, and demands under the Original Guaranty to the extent that such obligations, liabilities, claims, and demands first arise from acts, omissions, events, or circumstances occurrin

Section 7.2 — Survival of Pre-Transfer Obligations Notwithstanding the release set forth in Section 7.1 above, the Original Guarantor's obligations under (a) any environmental indemnity agreement executed in connection with the Loan Documents, to the extent arising from environmental conditions existing at, or environmental releases occurring at, any Property prior to the Effective Date, and (b) any "bad boy" guarant

ARTICLE VIII — ADDITIONAL AGREEMENTS

Section 8.1 — Consent Fee Confirmation The parties hereby acknowledge and confirm that a consent fee in the aggregate amount of One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00), representing twenty-five basis points (0.25%) of the aggregate outstanding principal balance of $421,600,000.00 as of February 28, 2024, has been paid to Lender in immediately available funds in connection with Lender's cons

Section 8.2 — Loan Document Amendments Except as expressly modified by this Agreement, the Consent Letter dated June 4, 2024, and the Replacement Guaranty, the Loan Documents shall remain unchanged, unmodified, and in full force and effect in accordance with their respective terms. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Loan Document (other than the Repl

Section 8.3 — Operating Account Banks The Borrowers' operating and reserve accounts currently maintained at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303) shall be maintained in accordance with the terms and conditions of the Loan Documents, including all existing deposit account control agreements, blocked account agreements, and cash management agreements. In the event the

Section 8.4 — Title Insurance The Assuming Party shall cause to be delivered to Lender, promptly following the Effective Date, ALTA Owner's Policies of title insurance (2021 form), to be issued by Commonwealth National Title Insurance Company for each Property, together with such lender's endorsements, including without limitation date-down endorsements, as Lender may reasonably require confirming (a) the continued e

Section 8.5 — Further Assurances Each party hereto shall, from time to time and at the reasonable request of any other party, execute and deliver such further documents, instruments, certificates, opinions, and agreements, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement, the Consent Letter, and the Replacement Guaranty, and to give full

ARTICLE IX — DEFAULT AND REMEDIES

Section 9.1 — Events of Default Any breach by the Assuming Party of any representation, warranty, covenant, or obligation of the Assuming Party under this Agreement that remains uncured after (a) five (5) business days' written notice from Lender, in the case of any monetary default, or (b) thirty (30) days' written notice from Lender, in the case of any non-monetary default (provided that such thirty (30) day cure p

Section 9.2 — Remedies Upon the occurrence and during the continuance of an Event of Default under this Agreement (including any cross-default as provided in Section 9.1), Lender shall have all rights and remedies available to it under the Loan Documents, the Replacement Guaranty, this Agreement, and applicable law, including, without limitation, the right to accelerate the maturity of all outstanding Loans, to forec

Section 10.1 — Notices All notices, demands, consents, requests, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been 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 (such as Severin Partner

Section 10.2 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction), consistent with the governing law provisions of the Master Loan Agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdic

Section 10.3 — Successors and Assigns This Agreement 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 the Assuming Party nor the Transferor may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior writt

Section 10.4 — Entire Agreement This Agreement, together with the Consent Letter dated June 4, 2024, the Replacement Guaranty, and the Loan Documents (including all exhibits, schedules, and attachments thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, representations, warranties, commitments, an

Section 10.5 — Amendments and Waivers No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement, and no consent to any departure by any party from the terms hereof, shall be effective unless such amendment, modification, supplement, restatement, waiver, or consent is in writing and signed by all of the parties hereto (or, in the case of a waiver, by the party granting such waiv

Section 10.6 — Severability If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement and the application of such term, provision, covenant, or condition to persons, entities, or circumstances other than those as to whic

Section 10.7 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (.pdf), or other electronic means (including by Brightwater Software or similar electr

Section 10.8 — No Third-Party Beneficiaries Except as expressly provided herein, this Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, interest, or remedy of any nature whatsoever under or by reason o

Section 10.9 — Waiver of Jury Trial EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY,