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 Assumption Agreement, dated as of June 6, 2024, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof. "Borrowers" means, collectively, GMP Buckhead LLC, a D

Section 1.2 *Incorporation by Reference.* Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Loan Agreement, the definitions in this Agreement shall control solely for purposes of this Agreement.

ARTICLE II ASSUMPTION OF OBLIGATIONS

Section 2.1 *Assumption by New Owner.* Effective as of the Closing Date (June 6, 2024), New Owner hereby irrevocably assumes, and agrees to perform, observe, comply with, and be bound by, all of the obligations, covenants, agreements, terms, conditions, and liabilities of Original Owner (in its capacity as direct or indirect owner of the Borrowers) under and pursuant to each of the Loan Documents, as if New Owner had

Section 2.2 *Specific Assumed Obligations.* Without limiting the generality of the assumption set forth in Section 2.1 above, New Owner specifically and expressly assumes the following obligations under the Loan Documents: (a) Payment Obligations. All payment obligations under the Loans, including without limitation the obligation to cause each Borrower to pay all principal (including scheduled amortization and any a

Section 2.3 *No Release of Borrowers.* Nothing contained in this Agreement, including the assumption of obligations by New Owner set forth in Sections 2.1 and 2.2 above, shall be construed to release, discharge, or otherwise modify the obligations of any Borrower under the Loan Documents. Each Borrower remains primarily liable for all of its obligations under the Loan Documents, and the assumption by New Owner of the

ARTICLE III RELEASE OF ORIGINAL OWNER AND ORIGINAL GUARANTOR

Section 3.1 *Release of Original Owner. Subject to the terms and conditions of this Agreement, Lender hereby releases, remises, and forever discharges Original Owner (Greystone Meridian Partners Fund III, L.P.) from all obligations, liabilities, covenants, and agreements of Original Owner (in its capacity as direct or indirect owner of the Borrowers) under and pursuant to the Loan Documents arising from and after the

Section 3.2 *Release of Original Guarantor. Subject to the terms and conditions of this Agreement, Lender hereby releases, remises, and forever discharges Original Guarantor (Greystone Meridian Partners Fund III, L.P.) from all obligations, liabilities, and agreements of Original Guarantor under and pursuant to the Original Guaranty arising from and after the Closing Date (June 6, 2024); provided, however*, that such

Section 3.3 *Replacement Guaranty Effectiveness. Lender hereby acknowledges receipt of the Replacement Guaranty executed and delivered by Fairwater Real Estate Investment Trust, as Replacement Guarantor, dated as of the date hereof, a copy of which is attached hereto as Exhibit C*. Lender confirms that the Replacement Guaranty is in form and substance satisfactory to Lender and that all conditions to Lender's accepta

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF NEW OWNER New Owner hereby represents and warrants to Lender and Original Owner as of the Closing Date as follows:

Section 4.1 *Organization and Authority.* Fairwater Real Estate Investment Trust is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. New Owner has all requisite power and authority under its declaration of trust, bylaws, and applicable law to execute, deliver, and perform its obligations under this Agreement and the Replacement Guaranty, an

Section 4.2 *Due Authorization.* The execution, delivery, and performance by New Owner of this Agreement and the Replacement Guaranty, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of New Owner, including all necessary action by New Owner's board of trustees. No further corporate, trust, or other organizational action is require

Section 4.3 *No Conflict.* The execution, delivery, and performance by New Owner of this Agreement and the Replacement Guaranty, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of New Owner's declaration of trust or bylaws, (b) violate, conflict with, or result in a breach of any applicable law, rule, regu

Section 4.4 *Enforceability.* This Agreement constitutes, and the Replacement Guaranty when executed and delivered will constitute, the legal, valid, and binding obligation of New Owner, enforceable against New Owner in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from t

Section 4.5 *Financial Condition.* New Owner represents and warrants that, as of the Closing Date: (a) New Owner has a tangible net worth (determined in accordance with generally accepted accounting principles consistently applied) of not less than Five Hundred Million and No/100 Dollars ($500,000,000); (b) New Owner has liquid assets (consisting of cash, cash equivalents, and marketable securities readily convertibl

Section 4.6 *No Default.* To New Owner's knowledge, as of the Closing Date, no event of default, and no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default, exists under the Loan Documents (other than the change of control that has been consented to by Lender pursuant to the Consent and this Agreement).

Section 4.7 *REIT Status. New Owner is a real estate investment trust that has elected to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code*"), and New Owner has maintained its qualification as a REIT for each taxable year since its initial election. New Owner is not aware of any circumstances that would reasonably be expecte

Section 4.8 *Knowledge Individuals.* For purposes of this Agreement, references to New Owner's "knowledge" or matters "known" to New Owner mean the actual, present, conscious knowledge of Marcus Devereaux (Executive Vice President, Acquisitions), Leah Torrance (Senior Vice President, Operations), and David Elgin Park (General Counsel), in each case without independent investigation or inquiry, except to the extent su

ARTICLE V REPRESENTATIONS AND WARRANTIES OF ORIGINAL OWNER Original Owner hereby represents and warrants to Lender and New Owner as of the Closing Date as follows:

Section 5.1 *Organization and Authority.* Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Original Owner is Greystone Meridian Capital LLC, a Delaware limited liability company. The Managing Partners of Greystone Meridian Capital LLC are Victor Lansdell and Elise Rathborne, who se

Section 5.2 *Due Authorization.* The execution, delivery, and performance by Original Owner of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Original Owner, including authorization by its general partner, Greystone Meridian Capital LLC, and by the Managing Partners thereof. No further partnership, limited liability compan

Section 5.3 *No Default.* To Original Owner's knowledge (which, for purposes of this Agreement, means the actual, present, conscious knowledge of Victor Lansdell, Co-Founder and Managing Partner, Elise Rathborne, Co-Founder and Managing Partner, and Sean Kilpatrick, Senior Vice President, Asset Management, in each case without independent investigation or inquiry, except to the extent such persons have obtained knowl

Section 5.4 *Loan Balance Confirmation.* Original Owner confirms that, as of February 28, 2024, the aggregate outstanding principal balance of the Loans is One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000), allocated among the Loans as follows: The foregoing balances are subject to scheduled amortization occurring between February 28, 2024, and the Closing Date, and the parties ac

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF LENDER Lender hereby represents and warrants to New Owner and Original Owner as of the Closing Date as follows:

Section 6.1 *Authority.* Veltrano Capital Lending Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Lender have been duly authorized by all necessary corporate action

Section 6.2 *Consent.* Lender confirms that the Consent dated May 17, 2024, remains in full force and effect as of the Closing Date and has not been revoked, modified, or withdrawn. Lender's consent to the Transfer and the change of control with respect to the Borrowers is effective as of the Closing Date, conditioned upon and subject to (a) the execution and delivery of this Agreement by all parties hereto, (b) the

Section 6.3 *No Default by Borrowers.* To Lender's knowledge, as of the Closing Date, no event of default by any Borrower under the Loan Documents exists, other than the change of control with respect to the Borrowers that has been consented to by Lender pursuant to the Consent and this Agreement. Lender has not delivered to any Borrower or to Original Owner any written notice of default that remains outstanding and

ARTICLE VII LOAN TERMS CONFIRMATION

Section 7.1 *Confirmation of Loan Terms.* The parties hereby confirm that the following terms and conditions of the Loans remain unchanged and in full force and effect as of the Closing Date: (a) Outstanding Principal Balance. The aggregate outstanding principal balance of the Loans is One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000) as of February 28, 2024, subject to scheduled

Section 7.2 *No Modification.* Except as expressly set forth in this Agreement (including the release of Original Owner and Original Guarantor and the substitution of New Owner and Replacement Guarantor), this Agreement does not modify, amend, supplement, restate, or otherwise change any term, condition, covenant, or provision of the Loan Agreement or any of the other Loan Documents. All terms, conditions, covenants,

Section 7.3 *Loan Documents Remain in Effect.* The Loan Documents continue in full force and effect in accordance with their respective terms. Nothing contained in this Agreement shall be deemed or construed to constitute a novation of the Loans, the Loan Agreement, or any of the other Loan Documents. The Loans remain in existence as the same Loans under the Loan Agreement, and the Loan Documents remain in existence

ARTICLE VIII COVENANTS OF NEW OWNER New Owner hereby covenants and agrees with Lender as follows:

Section 8.1 *Compliance with Loan Documents.* From and after the Closing Date, New Owner shall cause each Borrower to comply with all obligations, covenants, agreements, terms, and conditions applicable to such Borrower under the Loan Documents, and New Owner shall itself comply with all obligations, covenants, agreements, terms, and conditions applicable to New Owner (as the direct or indirect owner of the Borrowers

Section 8.2 *Financial Reporting.* New Owner shall deliver, or cause to be delivered, to Lender all financial statements, operating statements, rent rolls, capital expenditure reports, operating budgets, leasing activity reports, and all other reports and information required to be delivered to Lender under the Loan Documents, in each case in the form, at the times, and containing the information required by the Loan

Section 8.3 *Net Worth and Liquidity Covenants.* New Owner (in its capacity as Replacement Guarantor under the Replacement Guaranty) shall maintain at all times during the term of the Loans (a) a minimum tangible net worth (determined in accordance with generally accepted accounting principles consistently applied) of not less than Five Hundred Million and No/100 Dollars ($500,000,000), and (b) minimum liquid assets

Section 8.4 *Insurance.* New Owner shall cause each Borrower to maintain, at all times during the term of the Loans, all insurance coverages required by the Loan Documents, including without limitation property insurance, casualty insurance, general liability insurance, umbrella/excess liability insurance, flood insurance (if applicable), terrorism insurance, and such other coverages as may be required by the Loan Do

Section 8.5 *Property Management. New Owner acknowledges and agrees that property management for the four Properties shall transition from Argyle Property Services LLC (an affiliate of Seller, managed by Sean Kilpatrick, Senior Vice President, Asset Management) to Fairwater Property Management LLC (a wholly owned subsidiary of New Owner, managed by Leah Torrance, Senior Vice President, Operations), pursuant to and in

Section 8.6 *Operating Accounts.* The parties acknowledge that, as of the Closing Date, the operating accounts, reserve accounts, and escrow accounts for the Borrowers are maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking). New Owner shall comply with all requirements under the Loan Documents r

Section 9.1 *New Owner Indemnification. From and after the Closing Date, New Owner shall indemnify, defend, and hold harmless Lender and its affiliates, and their respective officers, directors, employees, agents, representatives, successors, and assigns (collectively, the "Lender Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorn

Section 9.2 *Original Owner Indemnification.* Original Owner shall indemnify, defend, and hold harmless the Lender Indemnified Parties from and against any and all Losses arising from, in connection with, or related to any acts, omissions, events, conditions, or circumstances occurring, existing, or arising prior to the Closing Date with respect to the Properties, the Loans, or the Loan Documents, including without l

Section 9.3 *Survival.* The indemnification obligations set forth in this Article IX, and the representations and warranties set forth in Articles IV, V, and VI, shall survive the execution and delivery of this Agreement and shall continue in full force and effect indefinitely (or, if the Loan Documents specify a limitation period for indemnification obligations, for the period specified in the Loan Documents, but in

ARTICLE X CONDITIONS SATISFIED

Section 10.1 *Conditions to Effectiveness.* The parties acknowledge and confirm that all of the following conditions to the effectiveness of the Consent and this Agreement have been satisfied as of the Closing Date: (a) Consent Fee. Payment of the consent fee of Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500), representing fifty basis points (0.50%) of the aggregate outstanding principal bala

Section 11.1 *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 conflicts of laws principles that would require the application of the law of any other jurisdiction. The choice of New York law is consistent with the governing law provisions of the PSA and the Loan Agreement. Each party hereto irrevocably submits to t

Section 11.2 *Notices.* All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) one (1) Business Day after being sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), (c) three (3) Business Days after being sent

Section 11.3 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto; provided, however*, that Lender may assign its rights and obligations under this Agreement in connection wi

Section 11.4 *Amendments.* This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by Lender, New Owner, and Original Owner (or, in the case of a waiver, by the party granting the waiver). No oral agreement, course of dealing, or course of performance shall be effective to amend or modify this Agreement.

Section 11.5 *Counterparts; Electronic Signatures.* This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (PDF), or other electronic means (including Bri

Section 11.6 *Entire Agreement.* This Agreement, together with the Loan Documents, the Consent, the Replacement Guaranty, and the PSA (as among Buyer and Seller), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, both written and oral, with respect to such subject

Section 11.7 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substan

Section 11.8 *No Waiver.* No waiver by any party of any provision of this Agreement shall be effective unless such waiver is set forth in a writing executed by the waiving party. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right, power, or privilege shall preclude any other or further exe

Section 11.9 *Construction.* The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise requires: (a) the singular shall include the plural, and the plural shall include the singular; (b) "including" means "including without limitation" and shall not be construed to limit any general sta

Section 11.10 *Relationship to PSA. This Agreement is being executed and delivered pursuant to, and in satisfaction of certain conditions under, the PSA. In the event of any conflict between this Agreement and the PSA with respect to the rights and obligations as between Buyer and Seller (in their capacities as parties to the PSA), the PSA shall control; provided, however*, that as between Lender and any other party

Section 11.11 *Counsel Representation.* Each party acknowledges that it has been represented by competent legal counsel in connection with the negotiation, drafting, and execution of this Agreement: (a) New Owner has been represented by Calderwood & Harkness LLP, 450 Park Avenue, 28th Floor, New York, New York 10022, and 1700 K Street NW, Suite 900, Washington, DC 20006. The principal attorneys representing New Owner

I. Loan Agreement and Amendments

1. Loan Agreement dated as of February 1, 2021, by and among Veltrano Capital Lending Corp., as Lender, and GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC, as Borrowers.