Contract analysis

I. The Assumption Agreement, executed concurrently herewith, confirms the Borrowers' obligations under the Loan Documents and establishes Fairwater Real Estate Investment Trust's responsibility as the new indirect owner of the Borrowers. J. Guarantor acknowledges that Lender would not have consented to the change of control of the Borrowers without the execution and delivery of this Guaranty, and that Guarantor has r

ARTICLE I — DEFINITIONS As used in this Guaranty, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. "Borrowers" means GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063), and GMP Mount Juliet LLC, a Delaware limited liability company (EIN: 84-2741070), individu

ARTICLE II — GUARANTY OF CARVE-OUT OBLIGATIONS

Section 2.1 — Guaranty Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance of all Guaranteed Obligations when and as the same shall become due and payable or required to be performed, whether at maturity, by acceleration, or otherwise, and whether now existing or hereafter arising. This Guaranty is an absolute, unconditional, and irrevocable guaranty of

Section 2.2 — Full Recourse Liability Upon the occurrence of a Full Recourse Event, the Guarantor's liability under this Guaranty shall automatically and without further notice or action extend to and include the full outstanding balance of the indebtedness evidenced by and arising under the Loan Documents, including without limitation: (a) all outstanding principal (which was $48,100,000.00 as of February 28, 2024,

Section 2.3 — Loss Guaranty With respect to Carve-Out Obligations that are loss-based in nature (as distinguished from Full Recourse Events that trigger full recourse liability under Section 2.2), Guarantor hereby guarantees payment to Lender of all actual losses, damages, costs, liabilities, and expenses (including reasonable attorneys' fees and disbursements) sustained or incurred by Lender as a direct or indirect

Section 2.4 — Environmental Indemnity Guarantor hereby guarantees and unconditionally agrees to indemnify, defend, and hold harmless Lender and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, liabilities, damages, costs, claims, demands, penalties, fines, settlements, and expenses (including reasonable attorneys' fees, expert fees, consultant fees, laboratory c

ARTICLE III — FINANCIAL COVENANTS OF GUARANTOR

Section 3.1 — Minimum Tangible Net Worth Guarantor shall maintain at all times during the term of this Guaranty a Tangible Net Worth of not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00). For the avoidance of doubt, Tangible Net Worth shall be calculated on a consolidated basis in accordance with GAAP and shall equal total assets minus total liabilities minus all intangible assets (including good

Section 3.2 — Minimum Liquid Assets Guarantor shall maintain at all times during the term of this Guaranty Liquid Assets of not less than Fifty Million and 00/100 Dollars ($50,000,000.00). For the avoidance of doubt, Liquid Assets shall consist solely of unrestricted cash, unrestricted cash equivalents, and marketable securities that are freely tradeable on a recognized national securities exchange or over-the-counte

Section 3.3 — Financial Reporting Guarantor shall deliver to Lender, or cause to be delivered to Lender, the following financial information within the time periods specified: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, annual audited consolidated financial statements of Guarantor, prepared in accordance with GAAP and audited by a natio

Section 3.4 — Failure to Comply A breach by Guarantor of the financial covenant set forth in Section 3.1 or Section 3.2 that remains uncured for a period of thirty (30) days after written notice thereof from Lender to Guarantor (specifying in reasonable detail the nature of such breach) shall constitute a default under this Guaranty and shall, at Lender's election, constitute an event of default under the Loan Docume

ARTICLE IV — GUARANTOR'S REPRESENTATIONS AND WARRANTIES Guarantor hereby represents and warrants to Lender as of the date hereof as follows:

Section 4.1 — Organization and Authority Guarantor is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland. Guarantor has full power, authority, and legal right to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. Guarantor has full power and authority to exec

Section 4.2 — Enforceability This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and subject to gene

Section 4.3 — No Conflicts The execution, delivery, and performance of this Guaranty by Guarantor do not and will not (a) violate or conflict with Guarantor's declaration of trust, bylaws, or any other organizational or governing document of Guarantor, (b) violate or conflict with any law, regulation, order, writ, judgment, injunction, decree, or award applicable to Guarantor, (c) result in a breach of, or constitute

Section 4.4 — Litigation There is no action, suit, proceeding, inquiry, or investigation pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor or any of its subsidiaries before or by any court, arbitrator, administrative agency, or other governmental authority that (a) questions the validity or enforceability of this Guaranty or any action taken or to be taken by Guarantor pursuant to t

Section 4.5 — Financial Condition The most recent financial statements of Guarantor filed with the United States Securities and Exchange Commission (including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the most recent Quarterly Report on Form 10-Q filed prior to the date hereof) are true, correct, and complete in all material respects and fairly present the consolidated financial

Section 4.6 — REIT Status Guarantor has elected to be treated as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is in compliance with the requirements for qualification as a real estate investment trust under the Code. Guarantor intends to continue to qualify as a real estate investment trust under the Code for each taxable year during

Section 4.7 — Solvency Guarantor is solvent and will not be rendered insolvent by the execution, delivery, and performance of its obligations under this Guaranty. As of the date hereof and after giving effect to the obligations assumed under this Guaranty: (a) the fair value of Guarantor's assets exceeds the sum of Guarantor's debts (including contingent liabilities); (b) the present fair saleable value of Guarantor'

ARTICLE V — COVENANTS OF GUARANTOR

Section 5.1 — Maintenance of Existence Guarantor shall at all times during the term of this Guaranty maintain its existence and good standing as a Maryland real estate investment trust under the laws of the State of Maryland and shall maintain its qualification to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where t

Section 5.2 — Notice of Default Guarantor shall promptly (and in any event within five (5) business days) notify Lender in writing of the occurrence of any event that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default or event of default under this Guaranty. Such notice shall describe the nature of such default or event of default in reasonable detail and shall s

Section 5.3 — Further Assurances Guarantor shall, from time to time, execute, deliver, and file (or cause to be executed, delivered, and filed) such further documents, instruments, certificates, agreements, and financing statements and take (or cause to be taken) such further actions as Lender may reasonably request in order to carry out the intent and purposes of this Guaranty and to establish, protect, perfect, and

ARTICLE VI — WAIVERS BY GUARANTOR

Section 6.1 — General Waivers Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by Lender; (b) notice of the creation, existence, or incurrence of any of the Guaranteed Obligations or of any new or additional indebtedness or obligation of any Borrower to Lender; (c) notice of any default or event of default under the L

Section 6.2 — Modifications to Loan Documents Without notice to or the consent of Guarantor and without in any way releasing, discharging, diminishing, or otherwise affecting the liability of Guarantor under this Guaranty, Lender may, from time to time, in its sole and absolute discretion: (a) modify, amend, extend, renew, accelerate, supplement, restate, or otherwise change any of the terms, conditions, covenants, o

Section 6.3 — Waiver of Subrogation Until such time as all Guaranteed Obligations have been fully and indefeasibly paid, satisfied, and performed and all commitments of Lender to extend credit to the Borrowers under the Loan Documents have been terminated, Guarantor hereby unconditionally and irrevocably waives: (a) any right of subrogation that Guarantor may have against any Borrower or any other person or entity wi

Section 6.4 — Reinstatement If at any time any payment of any of the Guaranteed Obligations, or any part thereof, is rescinded, avoided, set aside, or must be returned, refunded, or repaid by Lender for any reason whatsoever, including without limitation as a result of any bankruptcy, insolvency, reorganization, or similar proceeding, or as a result of any preference, fraudulent transfer, or fraudulent conveyance cla

ARTICLE VII — RELEASE OF ORIGINAL GUARANTOR

Section 7.1 — Release Upon the delivery, acceptance, and effectiveness of this Replacement Carve-Out Guaranty by Lender, the Original Guaranty executed by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, dated on or about November 22, 2019, is hereby terminated in its entirety, and the Original Guarantor (Greystone Meridian Partners Fund III, L.P.) is hereby fully and unconditionally releas

ARTICLE VIII — EVENTS OF DEFAULT; REMEDIES

Section 8.1 — Events of Default Each of the following shall constitute an event of default under this Guaranty (each, a "Guaranty Event of Default"): (a) the failure by Guarantor to perform or comply with any obligation, covenant, or agreement of Guarantor under this Guaranty, and such failure continues for a period of thirty (30) days after written notice thereof from Lender to Guarantor (or such shorter cure period

Section 8.2 — Remedies Upon the occurrence and during the continuance of a Guaranty Event of Default, Lender may, in its sole and absolute discretion, exercise any or all of the following rights and remedies (in addition to any other rights and remedies available to Lender under the Loan Documents or applicable law): (a) declare all Guaranteed Obligations immediately due and payable, without demand, presentment, prot

ARTICLE IX — MISCELLANEOUS PROVISIONS

Section 9.1 — Governing Law This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The parties acknowledge that the State of Connecticut is the domicile of Sycam

Section 9.2 — Jurisdiction and Venue Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Connecticut and the United States District Court for the District of Connecticut, in each case sitting in Hartford County, Connecticut, for the purposes of any suit, action, or proceeding arising out of or relating to this Guaranty, and Guarantor hereby irrevocably

Section 9.3 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Guaranty shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier (with writ

Section 9.4 — Entire Agreement; Amendments This Guaranty, together with the other Loan Documents, constitutes the entire agreement between Guarantor and Lender with respect to the subject matter hereof and supersedes and replaces the Original Guaranty in its entirety. This Guaranty may not be amended, modified, restated, supplemented, or waived except by an instrument in writing signed by both Guarantor and Lender. N

Section 9.5 — Successors and Assigns This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Lender and its successors, assigns, and participants. Guarantor may not assign, delegate, or transfer this Guaranty or any of its obligations hereunder without the prior written consent of Lender, and any attempted assignment, delegation, or transfer without such consent

Section 9.6 — Severability If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby. Any such invalid, illegal, or unenforceable provision shall be modified by such court to the minimum extent necessary to make it valid, legal

Section 9.7 — No Waiver No failure or delay by Lender in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Guaranty shall be effective unless in writing and signed

Section 9.8 — Interpretation The headings and captions in this Guaranty are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Guaranty. Unless the context otherwise requires: (a) references to "Sections" and "Articles" refer to sections and articles of this Guaranty; (b) references to "Exhibits" refer to exhibits attached to this

Section 9.9 — Counterparts; Electronic Signatures This Guaranty 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 Guaranty by electronic transmission (including by portable document format (.pdf)) shall be as effective as delivery of a manually executed counterpar

Section 9.10 — Relationship to Other Loan Documents This Guaranty supplements and is in addition to, and shall be read and construed together with, the other Loan Documents. This Guaranty replaces and supersedes the Original Guaranty in its entirety, and from and after the date hereof, all references in the Loan Documents to the "Guaranty" or the "Carve-Out Guaranty" or words of similar import shall be deemed to refe

1. Note Purchase Agreement dated November 22, 2019, as amended, by and between GMP Peachtree LLC and GMP Mount Juliet LLC, as borrowers, and Sycamore Life Insurance Company, as lender, pursuant to which Lender agreed to purchase certain promissory notes issued by the Borrowers in connection with Loan 3-A and Loan 3-B.

2. Promissory Note (Loan 3-A) in the original principal amount of $26,300,000.00, dated November 22, 2019, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company, secured by Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071.

3. Promissory Note (Loan 3-B) in the original principal amount of $21,800,000.00, dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company, secured by Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122.

4. Aggregate outstanding principal balance of Loan 3-A and Loan 3-B: $48,100,000.00 as of February 28, 2024.

5. Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Peachtree Corners Logistics Center), dated November 22, 2019, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company, recorded in the land records of Gwinnett County, Georgia, encumbering the Peachtree Property.

6. Deed of Trust, Assignment of Leases and Rents, and Security Agreement (Mount Juliet Commerce Park), dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company, recorded in the land records of Wilson County, Tennessee, encumbering the Mount Juliet Property.

7. Assignment of Leases and Rents — Peachtree Corners Logistics Center, dated November 22, 2019, executed by GMP Peachtree LLC in favor of Sycamore Life Insurance Company.

8. Assignment of Leases and Rents — Mount Juliet Commerce Park, dated November 22, 2019, executed by GMP Mount Juliet LLC in favor of Sycamore Life Insurance Company.

9. Environmental Indemnity Agreement, dated November 22, 2019, executed by the Borrowers and the Original Guarantor in favor of Sycamore Life Insurance Company.

10. Original Carve-Out Guaranty, dated November 22, 2019, executed by Greystone Meridian Partners Fund III, L.P. in favor of Sycamore Life Insurance Company (being replaced and superseded in its entirety by the Replacement Carve-Out Guaranty to which this Exhibit A is attached).

11. All amendments, supplements, modifications, restatements, and other agreements entered into in connection with or relating to any of the foregoing documents. Loan Terms Summary: EXHIBIT B DESCRIPTION OF PROPERTIES The following is a description of the Properties referred to in the foregoing Replacement Carve-Out Guaranty. Capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to