Contract analysis

14. GMP Mount Juliet LLC Each Target Entity is the fee simple owner (or ground lessee, as applicable) of the real property and improvements more particularly described in Exhibit A to the Agreement (each, a "Property" and, collectively, the "Properties"). B. The Purchase Price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustment as provided in the Agreement, including,

Section 1. Bring-Down of Representations and Warranties. Seller hereby certifies that each of the representations and warranties made by Seller in Article IV of the Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except: (i) to the extent such rep

Section 2. Seller's Knowledge Individuals. Seller hereby confirms that all references to "Seller's knowledge," "the knowledge of Seller," "to the best of Seller's knowledge," or similar formulations in the representations and warranties set forth in Article IV of the Agreement, in the Disclosure Schedules delivered in connection therewith, and in this Certificate are based on the actual knowledge of the following ind

Section 3. Updated Disclosure Schedules. Except as set forth on the updated disclosure schedules attached hereto as Schedule A (if any), the Disclosure Schedules delivered by Seller to Buyer in connection with the Agreement on February 28, 2024 — including the general Disclosure Schedules (Schedule 1) and the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) — remain true, correct, and complete in a

Section 4. Covenants. Seller hereby certifies that Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller on or prior to the Closing Date, including, without limitation, the following: (a) Ordinary Course Operations. Between the date of the Agreement (February 28, 2024) and the Closing Date, Seller

Section 5. No Material Adverse Effect. Seller hereby certifies that since the date of the Agreement (February 28, 2024) through the Closing Date, no event, occurrence, change, development, circumstance, condition, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target Entities, the Properties, or the Intere

Section 6. No Proceedings. Seller hereby certifies that, as of the Closing Date, there is no action, suit, litigation, claim, arbitration, investigation, inquiry, or governmental proceeding pending, or, to Seller's knowledge, threatened in writing, against Seller, any Target Entity, or any Property that would: (i) restrain, enjoin, prevent, prohibit, or otherwise materially impair the ability of Seller or any Target

Section 7. Title to Interests. Seller hereby certifies that, as of the Closing Date, Seller is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in each of the fourteen (14) Target Entities, free and clear of all liens, charges, encumbrances, pledges, security interests, options, rights of first refusal, rights of first offer, transfer restrictions (

Section 8. Authority and Authorization. Seller hereby certifies as follows: (a) Seller is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has full power and authority to execute, deliver, and perform its obligations under the Agreement, this Certificate, and all other documents, instruments, and agreements to be executed and delivered by Sel

Section 9. Indemnification Matters. Seller hereby certifies and confirms as follows: (a) As of the Closing Date, Seller is not aware of any facts, circumstances, events, conditions, or occurrences that would reasonably be expected to give rise to a claim for indemnification by Buyer under Article XI of the Agreement or that would reasonably be expected to result in a Loss (as defined in Section 11.2 of the Agreement)

Section 10. Assumed Debt / Lender Consents. Seller hereby certifies and confirms that all requisite lender consents for the change of control of the Target Entities under the Assumed Loan Documents have been obtained as follows: (a) Pinnacle Federal Bank, N.A. — Written consent received on June 4, 2024, with respect to Loans 1-A through 1-H, having an aggregate outstanding principal balance of approximately Four Hund

Section 11. Security Deposits. Seller hereby certifies and confirms that, as of the Closing Date, the aggregate tenant security deposits held by the Target Entities total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000). All such security deposits are held in segregated or commingled depository accounts at Magnolia Commerce Bank, N.A., in accordance with the requirements of the applicable tenant le

Section 12. Service Contracts. Seller hereby certifies and confirms that the list of service contracts, property management agreements, and other material contracts set forth on Exhibit I to the Agreement is complete and accurate in all material respects as of the Closing Date, except as updated in any supplemental disclosure schedules attached hereto as part of Schedule A. No Target Entity has entered into, modified

Section 13. Insurance. Seller hereby certifies and confirms that, as of the Closing Date, all insurance policies covering the Properties and the Target Entities that are required to be maintained under the Assumed Loan Documents and under the Agreement remain in full force and effect. No notice of cancellation, non-renewal, or material modification has been received by Seller or any Target Entity with respect to any

Section 14. Tax Matters. Seller hereby certifies and confirms as follows: (a) Each Target Entity has timely filed (or has obtained valid extensions for the filing of) all income, franchise, real property, personal property, and other tax returns required to be filed with any federal, state, or local taxing authority on or prior to the Closing Date, and all such returns are true, correct, and complete in all material

Section 15. Environmental. Seller hereby certifies and confirms that, except as disclosed in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC (as listed in Exhibit N to the Agreement) and in the Disclosure Schedules (including the Property-Specific Disclosure Schedules for the applicable Properties), to Seller's knowledge: (a) No Target Entity or Property is in violation of any a

Section 16. Limitations / Qualifications. This Certificate is delivered solely for purposes of satisfying the closing condition set forth in Section 9.2(a)(iii) of the Agreement. This Certificate is subject in all respects to the limitations on liability, disclaimers, and other qualifications set forth in the Agreement, including, without limitation, the caps on liability, baskets, de minimis thresholds, survival per

Section 17. Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict-of-laws provision or rule (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 law provision se