Contract analysis

ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal, rights of first offer, preemptive rights, and restri

Section 1.2 — Allocated Purchase Price. The portion of the Purchase Price (as defined in the Purchase Agreement) allocated to the Membership Interests in the Company is $[__], as set forth in the Purchase Price Allocation Schedule attached to the Purchase Agreement as Exhibit K (the "Allocated Purchase Price"). The Parties acknowledge and agree that such allocation was determined based on independent appraised values

Section 1.3 — Consideration. The consideration for the assignment of the Membership Interests as contemplated herein consists of: (a) Assignee's proportionate share of the aggregate cash consideration paid at Closing in accordance with the Purchase Agreement, (b) Assignee's assumption of Assignor's obligations with respect to the assumed mortgage indebtedness secured by the Property (to the extent applicable to this

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee. Assignee hereby accepts the assignment of the Membership Interests described in Article 1 of this Assignment and, in connection therewith, hereby assumes and agrees to perform, discharge, fulfill, and be bound by all obligations and liabilities of the sole member of the Company arising from and after the Closing Date, including without limitation: (a) All obligations and duties o

Section 2.2 — Retained Obligations of Assignor. Notwithstanding Section 2.1, Assignor shall retain liability for all obligations and liabilities of the sole member of the Company arising prior to the Closing Date, except as otherwise expressly provided in the Purchase Agreement (including, without limitation, the proration and working-capital true-up provisions of Article [__] of the Purchase Agreement and Exhibit U

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby makes the following representations and warranties to Assignee as of the date hereof:

Section 3.1 — Organization and Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, a Delaware limited liability company, is the sole general partner of Assignor and has full power and authority to act on behalf of Assignor in connection with the execution, delivery, and performance of this Assignme

Section 3.2 — Ownership of Membership Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests constitute all of the issued and outstanding membership interests in the Company, and there are no other membership interests, equity interests, or securities of any kind in the Company outstanding or reserved for issuance.

Section 3.3 — No Conflicts. The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignor (including the certificate of limited partnership and limited partnership agreement of Assignor) or the organizational documents of the Compan

Section 3.4 — Consents. All required consents, approvals, authorizations, permits, filings, registrations, and notices for the assignment of the Membership Interests as contemplated hereby have been obtained, made, or given, as applicable, including without limitation: (a) Lender consent(s) from the applicable mortgage lender(s) to the change of control of the Company resulting from the transfer of the Membership Int

Section 3.5 — Bring-Down. The representations and warranties of Assignor set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to the Company, the Membership Interests, the Property, and the other matters described therein) are true and correct in all material respects as of the date hereof, as if made on

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby makes the following representations and warranties to Assignor as of the date hereof:

Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee has full power and authority under its Declaration of Trust and Bylaws, as amended, and under applicable Maryland law, to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The ex

Section 4.2 — No Conflicts. The execution and delivery of this Assignment by Assignee and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignee (including the Declaration of Trust and Bylaws of Assignee), or (b) conflict with, violate, result in a breach of, constitute a default (or an

Section 4.3 — Bring-Down. The representations and warranties of Assignee set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to Assignee's authority, financial capacity, and other matters described therein) are true and correct in all material respects as of the date hereof, as if made on and as of the

Section 5.1 — Amended and Restated Operating Agreement. Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, the Operating Agreement of the Company is hereby amended and restated in its entirety pursuant to that certain Amended and Restated Operating Agreement of [___] LLC dated as of the date hereof (the "A&R Operating Agreement"), a copy of

Section 5.2 — Officers and Managers. Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, all officers, managers, managing members, authorized signatories, and other authorized persons of the Company previously appointed by Assignor are hereby removed from their respective positions with the Company, and all authority previously granted to su

Section 5.3 — Tax Treatment. The Parties intend that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal income tax purposes as the acquisition of a one hundred percent (100%) ownership interest in the Company by Assignee, in a manner consistent with the Purchase Price Allocation set forth in Exhibit K to the Purchase Agreement and the provisions of Section 1060 of

Section 5.4 — EIN and Tax Identification. The Employer Identification Number (EIN) of the Company is [__]. The Company shall retain its existing EIN following the transfer of the Membership Interests contemplated by this Assignment, and no new EIN application shall be filed with the Internal Revenue Service in connection with such transfer, unless otherwise required by applicable law or IRS regulations.

ARTICLE 6 — ASSUMED INDEBTEDNESS

Section 6.1 — Mortgage Indebtedness. To the extent the Property owned by the Company is encumbered by mortgage indebtedness that is being assumed by Assignee (or its applicable affiliate) pursuant to the Purchase Agreement, the applicable Assumption Agreement and Replacement Guaranty delivered at Closing shall govern the rights and obligations of the Parties with respect to such indebtedness from and after the Closin

Section 6.2 — No Other Indebtedness. Other than the assumed mortgage indebtedness described in Section 6.1 of this Assignment, Assignor represents and warrants that, as of the Closing Date, the Company has no outstanding indebtedness for borrowed money, no outstanding guaranties of the obligations of any other person or entity, and no other material liabilities or obligations that constitute indebtedness, whether or

Section 7.1 — Incorporation by Reference. The indemnification provisions set forth in Article [__] of the Purchase Agreement are hereby incorporated herein by this reference and shall govern any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of, related to, or in connection with this Assignment, the Membership Interests, the C

Section 7.2 — Limitations. All limitations, qualifications, caps, baskets, thresholds, exclusions, and other restrictions on Assignor's indemnification liability set forth in the Purchase Agreement shall apply in full to this Assignment as if set forth herein, including without limitation: (a) The general representation cap of Fifty-Five Million Dollars ($55,000,000); (b) The fundamental representation cap of One Hun

ARTICLE 8 — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing

Section 8.2 — Entire Agreement. This Assignment, together with the Purchase Agreement (including all exhibits, schedules, and annexes thereto), the A&R Operating Agreement, and the other Closing documents delivered pursuant to the Purchase Agreement (including without limitation the Assumption Agreements, Replacement Guaranties, Closing Certificates, Escrow Agreement, and Transfer Tax Declarations), constitutes the e

Section 8.3 — Amendments and Waivers. This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment or any right or remedy hereunder shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No fa

Section 8.4 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign or transfer this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permi

Section 8.5 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including by portable document format (PDF) transmission, facsimile, or other electronic signature technology (including Brightwater Software or similar platforms), shall be d

Section 8.6 — Further Assurances. Each Party agrees, at the request of the other Party and without additional consideration, to execute and deliver such further instruments, documents, certificates, and agreements and to take such further actions as may be reasonably necessary or desirable to carry out, evidence, and effectuate the purposes and intent of this Assignment, including without limitation the filing of any

Section 8.7 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section [__] of the Purchase Agreement. For purposes of this Assignment, the addresses of the Parties for notice purposes are as follows: If to Assignor: Greystone Meridi

Section 8.8 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, is 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 each remaining provision of this Assignment shall

Section 8.9 — Construction. In the event of any conflict, inconsistency, or ambiguity between the terms and conditions of this Assignment and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall control and prevail. This Assignment shall be construed and interpreted in accordance with the rules of construction set forth in the Purchase Agreement, including witho

Section 8.10 — Third-Party Beneficiaries. Except as expressly set forth in this Section 8.10, this Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim under or by reason of this Assignment. Notwithstanding the fo