Contract analysis

Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Note Purchase Agreement dated as of November 22, 2019. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: "Assuming Party" means Fairwater Real Estate Investment Trust, a Maryland real estate investme

Section 1.2 Rules of Construction. The following rules of construction shall apply to this Agreement: (a) Unless the context otherwise requires, all references herein to Articles, Sections, and Exhibits are to Articles, Sections, and Exhibits of or to this Agreement. (b) The headings and captions of the Articles, Sections, and Exhibits of this Agreement are for convenience of reference only and shall not define, limi

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 Assumption by New Owner. As of the Effective Date, the Assuming Party hereby irrevocably and unconditionally assumes and agrees to perform, observe, and be bound by all of the obligations, covenants, representations, warranties, terms, and conditions imposed upon or applicable to the "Owner," the "Sponsor," or the direct or indirect owner of membership interests in the Borrowers under the Loan Documents,

Section 2.2 Borrowers' Obligations Unaffected. The obligations of GMP Peachtree LLC, as Borrower A, and GMP Mount Juliet LLC, as Borrower B, under the Note Purchase Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. Nothing in this Agreement shall be deemed to constitute a novation, discharge, or release of any Borrower's obligations und

Section 2.3 Confirmation of Loan Terms. The Parties hereby confirm the following terms and balances with respect to the Loans: (a) Loan 3-A (GMP Peachtree LLC): (i) Outstanding principal balance as of the Effective Date: as set forth on the most recent loan statement delivered by the Lender; (ii) Accrued and unpaid interest through the Effective Date: current and paid through the most recent payment date; (iii) Escro

Section 2.4 No Release of Borrowers. Nothing in this Agreement shall be deemed to release, discharge, or modify the obligations of GMP Peachtree LLC or GMP Mount Juliet LLC as Borrowers under the Note Purchase Agreement or any other Loan Document. Each Borrower shall remain primarily liable for all obligations arising under the Loan Documents, and the assumption of obligations by the Assuming Party pursuant to this A

ARTICLE 3 — REPLACEMENT GUARANTY AND RELEASE OF ORIGINAL GUARANTOR

Section 3.1 Delivery of Replacement Guaranty. The Assuming Party has, simultaneously with the execution and delivery of this Agreement, executed and delivered to the Lender the Replacement Guaranty, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by reference. The Replacement Guaranty replaces and supersedes the Original Guaranty in all respects with respect to obligations ari

Section 3.2 Financial Covenants of Assuming Party (as Replacement Guarantor). The Assuming Party, in its capacity as Replacement Guarantor under the Replacement Guaranty, hereby covenants and agrees that, for so long as any obligations remain outstanding under the Loan Documents, the Assuming Party shall: (a) maintain a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) at all tim

Section 3.3 Release of Original Guarantor. Effective as of the Effective Date and conditioned upon the satisfaction of each of the following conditions: (a) the execution, delivery, and effectiveness of the Replacement Guaranty, (b) the payment of the consent fee of $60,125 to the Lender, and (c) the satisfaction of all conditions set forth in the Consent, the Lender hereby releases and forever discharges Greystone M

Section 3.4 Confirmation of Release. The Lender hereby confirms that, subject to the terms and conditions of Section 3.3, the Original Guaranty is terminated and of no further force or effect as of the Effective Date with respect to obligations arising from and after such date. Notwithstanding the foregoing, the termination of the Original Guaranty shall not affect any rights, remedies, or claims of the Lender arisin

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSUMING PARTY The Assuming Party hereby represents and warrants to the Lender, as of the Effective Date, as follows:

Section 4.1 Organization and Authority. The Assuming Party is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. The Assuming Party has full power and authority to execute, deliver, and perform this Agreement and the Replacement Guaranty and to consummate the transactions contemplated hereby and thereby. The Assuming Party is duly qualified t

Section 4.2 Due Authorization. The execution, delivery, and performance of this Agreement and the Replacement Guaranty by the Assuming Party have been duly authorized by all necessary action on the part of the Assuming Party, including by resolution of the Board of Trustees of Fairwater Real Estate Investment Trust. No further approval, consent, authorization, or other action by, or filing with, any person, entity, o

Section 4.3 Enforceability. This Agreement and the Replacement Guaranty constitute the legal, valid, and binding obligations of the Assuming Party, enforceable against the Assuming Party in accordance with their respective terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect re

Section 4.4 No Conflicts. The execution, delivery, and performance of this Agreement and the Replacement Guaranty by the Assuming Party do not and will not (a) violate, conflict with, or result in a breach of any provision of the declaration of trust, bylaws, or other organizational documents of the Assuming Party, (b) violate any applicable law, statute, rule, regulation, order, judgment, decree, or injunction of an

Section 4.5 Compliance with Financial Covenants. As of the Effective Date, the Assuming Party represents and warrants that (a) its tangible net worth, calculated in accordance with GAAP, is not less than Five Hundred Million Dollars ($500,000,000), and (b) its liquid assets (as defined in Section 3.2(b)) are not less than Fifty Million Dollars ($50,000,000). An officer's certificate evidencing compliance with such fi

Section 4.6 No Litigation. There is no pending or, to the actual knowledge of the Assuming Party, threatened litigation, action, suit, arbitration, investigation, or proceeding before any court, governmental authority, or arbitral tribunal that would reasonably be expected to materially and adversely affect the Assuming Party's ability to execute, deliver, or perform its obligations under this Agreement or the Replac

Section 4.7 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 does not hold assets that constitute "plan assets" within the meaning of 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA). The assets of the Borrowers do not constitute "plan assets" within the meaning of ERISA. No portion of

Section 4.8 REIT Status. The Assuming Party is organized and has been operated in a manner intended to qualify, and the Assuming Party has elected to qualify, as a real estate investment trust (a "REIT") under Sections 856 through 860 of the Code. The Assuming Party has not received any written notification from the Internal Revenue Service challenging or proposing to revoke such REIT qualification.

Section 4.9 Knowledge Individuals. For purposes of this Agreement, the Loan Documents, the Replacement Guaranty, and any other document or agreement executed in connection herewith or therewith, the "knowledge" of the Assuming Party (as new indirect owner of the Borrowers) shall mean the actual knowledge, without independent investigation or inquiry (other than reasonable inquiry of direct reports), of the following

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF TRANSFEROR The Transferor hereby represents and warrants to the Lender and the Assuming Party, as of the Effective 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. Its general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. The Transferor has full power and authority to execute, deliver, and perform this Agreement and to consummate the transacti

Section 5.2 Due Authorization. The execution and delivery of this Agreement by the Transferor have been duly authorized by all necessary action on the part of the Transferor, acting through its general partner, Greystone Meridian Capital LLC. No further approval, consent, authorization, or other action by, or filing with, any person, entity, or governmental authority is required in connection with the execution and d

Section 5.3 No Default. To the actual knowledge of the Transferor (as defined in Section 5.5), as of the Effective Date, no default or event of default exists under the Note Purchase Agreement or any other Loan Document. The Transferor has not received any written notice from the Lender alleging the existence of any default or event of default under the Note Purchase Agreement or any other Loan Document that has not

Section 5.4 Loan Status Confirmation. The Transferor hereby confirms the loan terms and balances set forth in Section 2.3 of this Agreement and represents and warrants that no prepayments, modifications, amendments, waivers, supplements, or side letters have been made to or entered into with respect to the Loan Documents other than as previously disclosed to the Lender in writing and set forth on Exhibit A hereto. Al

Section 5.5 Knowledge Individuals (Transferor). For purposes of this Agreement, the "knowledge" of the Transferor shall mean the actual knowledge, without independent investigation or inquiry (other than reasonable inquiry of direct reports), of the following individuals: (a) Victor Lansdell, Co-Founder & Managing Partner; (b) Elise Rathborne, Chief Financial Officer; and (c) Sean Kilpatrick, Vice President, Asset Ma

ARTICLE 6 — LENDER ACKNOWLEDGMENTS AND AGREEMENTS

Section 6.1 Recognition of Assuming Party. The Lender hereby recognizes and acknowledges the Assuming Party as the new sole indirect owner of one hundred percent (100%) of the membership interests in each Borrower, effective as of the Effective Date. From and after the Effective Date, the Lender shall treat the Assuming Party as the "Owner," "Sponsor," and indirect owner of the Borrowers for all purposes under the Lo

Section 6.2 Consent Confirmation. The Lender hereby confirms that the Consent dated May 22, 2024 remains in full force and effect and that, subject to the terms and conditions thereof and of this Agreement, the transfer of one hundred percent (100%) of the membership interests in each Borrower from the Transferor to the Assuming Party does not constitute a default or event of default under the Note Purchase Agreement

Section 6.3 Consent Fee Acknowledgment. The Lender acknowledges receipt of the consent fee in the amount of Sixty Thousand One Hundred Twenty-Five Dollars ($60,125), representing 0.125% of the aggregate outstanding principal balance of the Loans ($48,100,000), in full and complete satisfaction of any consent fee, assumption fee, transfer fee, or similar fee required under the Loan Documents in connection with the cha

Section 6.4 No Modification of Loan Terms. Except as expressly set forth in this Agreement, the Note Purchase Agreement and all other Loan Documents remain unmodified, in full force and effect, and binding upon the Borrowers, the Assuming Party (as indirect owner), and the Lender. Without limiting the generality of the foregoing, the fixed interest rate of 3.95% per annum, the maturity date of December 1, 2030, the a

Section 6.5 Notices. From and after the Effective Date, all notices, demands, requests, consents, and other communications to the Assuming Party (as new indirect owner of the Borrowers) under the Loan Documents shall be directed to: Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044 Attention: David Elgin Park, General Counsel Telephone: (410) 555-8200 Email: dpark@fai

Section 6.6 Counsel for Lender. The Lender's outside legal counsel in connection with this Agreement, the Consent, and the related transactions is: Partridge Wynn & Slater LLP 100 Constitution Plaza, Suite 700 Hartford, Connecticut 06103 Attention: Claire Wynn, Partner Telephone: (860) 555-4100 Email: cwynn@partridgewynn.com

ARTICLE 7 — PROPERTY MANAGEMENT

Section 7.1 Current Property Manager. The Lender acknowledges that each of the Properties is currently managed by Argyle Property Services LLC, an affiliate of the Transferor, pursuant to property management agreements entered into in connection with the Loan Documents. The Assuming Party has advised the Lender that it intends to transition property management responsibilities for each Property to Fairwater Property

Section 7.2 Lender Approval of New Manager. The Lender hereby approves Fairwater Property Management LLC as the replacement property manager for each of the Properties, subject to the following conditions: (a) Within ninety (90) days of the Effective Date, the Assuming Party shall cause each Borrower to execute and deliver to the Lender a new property management agreement with Fairwater Property Management LLC, in fo

Section 8.1 Replacement Insurance. The Assuming Party hereby confirms that replacement property and casualty insurance policies covering each of the Properties have been bound with Ironclad Indemnity Insurance Company, effective as of the Effective Date, and that such replacement policies satisfy all insurance requirements set forth in the Loan Documents, including, without limitation, requirements as to coverage typ

Section 8.2 Lender Named as Additional Insured / Mortgagee. All replacement insurance policies obtained pursuant to Section 8.1 name Sycamore Life Insurance Company as mortgagee and loss payee (or additional insured, as applicable) in accordance with the requirements of the Loan Documents. Standard mortgage clauses and loss payable endorsements, as applicable, have been included in each replacement policy and copies

Section 9.1 SPE Covenants. The Assuming Party hereby covenants and agrees that, for so long as any obligations remain outstanding under the Loan Documents, the Assuming Party shall cause each Borrower to continue to comply in all respects with all single-purpose entity covenants and separateness requirements set forth in the Loan Documents and each Borrower's respective operating agreement, as the same may be amended

Section 9.2 Reporting Obligations. The Assuming Party hereby covenants and agrees that it shall cause each Borrower to deliver to the Lender all financial statements, operating reports, rent rolls, tenant information, budget reports, capital expenditure reports, and such other reports and information as are required to be delivered under the Loan Documents, within the time periods specified therein. The Assuming Part

Section 9.3 Transfer Restrictions. The Assuming Party hereby acknowledges and agrees to be bound by all transfer restrictions applicable to the direct or indirect owner of the Borrowers under the Loan Documents, including, without limitation, the transfer restrictions and change of control provisions set forth in Section 7.02 of the Note Purchase Agreement. The Assuming Party agrees that no further transfer, sale, as

Section 9.4 Operating Accounts. The Borrowers' operating accounts and other deposit accounts shall continue to be maintained at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303; contact: Linda Prescott, Vice President, Commercial Banking), unless the Assuming Party obtains the prior written consent of the Lender to transfer such accounts to another financial institution in acco

Section 10.1 Assuming Party Indemnity. The Assuming Party hereby agrees to indemnify, defend, and hold harmless the Lender and its officers, directors, employees, agents, representatives, successors, and assigns (collectively, the "Lender Indemnitees") from and against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, and expenses (including, without limitatio

Section 10.2 Transferor Indemnity. The Transferor hereby agrees to indemnify, defend, and hold harmless the Lender Indemnitees from and against any and all Losses arising out of or in connection with acts, omissions, events, conditions, or circumstances attributable to the period prior to the Effective Date, to the extent such Losses are not released by the Lender pursuant to Section 3.3 of this Agreement. The indemn

ARTICLE 11 — CONDITIONS PRECEDENT

Section 11.1 Conditions to Effectiveness. This Agreement shall not become effective until each of the following conditions precedent has been satisfied (or waived by the Lender in its sole discretion): (a) Execution and Delivery of this Agreement. This Agreement shall have been duly executed and delivered by each of the Parties. (b) Execution and Delivery of Replacement Guaranty. The Replacement Guaranty shall have b

Section 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any choice of law or conflict of law provisions that would require the application of the laws of any other jurisdiction, consistent with the governing law provisions of the Note Purchase Agreement.

Section 12.2 Entire Agreement. This Agreement, together with the Consent, the Replacement Guaranty, the Note Purchase Agreement, and the other Loan Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, statements, promises, and understandings, whether written or oral, with respect to the subject matter

Section 12.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties hereto. No waiver of any breach or default under this Agreement shall constitute a waiver of any subsequent breach or default, whether of the same or a different provision of this Agreement.

Section 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, administrators, personal representatives, and permitted assigns. No Party may assign its rights or obligations under this Agreement without the prior written consent of all other Parties hereto, except that the Lender may assign its rights and obligatio

Section 12.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which taken 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 shall be effective as delivery of a manually executed cou

Section 12.6 Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been included herein, provided that the r

Section 12.7 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (a) delivered by hand, (b) sent by overnight courier (with confirmation of receipt), (c) sent by certified or registered mail, return receipt requested, postage prepaid, or (d) delivered by electronic mail (wi