Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABR" means annual base rent payable under a Lease, calculated on an annualized basis as of the date of determination. "Additional Deposit" means Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), payable by Buyer to the Escrow Agent on the first (1st) business day following expiration of

Section 1.2 — Rules of Construction (a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles and Sections of, and Exhibits and Schedules attached to, this Agreement, unless the context otherwise requires. All Exhibits and Schedules attached hereto are incorporated herein by this reference and made a part of this Agreement for all purposes. (b) This Agreement shal

ARTICLE II — PURCHASE AND SALE; PURCHASE PRICE

Section 2.1 — Agreement to Purchase and Sell Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, one hundred percent (100%) of the Membership Interests in each of the fourteen (14) Target Entities, free and clear of all liens, pledges, security interests, encumbrances, claims, and restrictio

Section 2.2 — Purchase Price (a) Aggregate Purchase Price. The aggregate purchase price for one hundred percent (100%) of the Membership Interests in the fourteen (14) Target Entities shall be One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be payable as follows: (i) Assumption of Assumed Debt. At Closing, Buyer shall cause the T

Section 2.3 — Earnest Money Deposit (a) Initial Deposit. Within two (2) business days following the mutual execution and delivery of this Agreement, Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available funds, the sum of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Initial Deposit" or "Earnest Money Deposit"), representing two and one-half percent (2.5%) of the

Section 2.4 — Independent Consideration Concurrently with the execution and delivery of this Agreement, Buyer has paid to Seller the sum of One Hundred Dollars ($100.00) as independent consideration for Seller's agreement to sell the Membership Interests to Buyer and for Seller's execution and delivery of this Agreement (the "Independent Consideration"). The Independent Consideration is non-refundable under all circu

Section 3.1 — Due Diligence Period The "Due Diligence Period" shall commence on the Effective Date and shall expire at 5:00 p.m. (Eastern Time) on April 15, 2024. During the Due Diligence Period, Buyer shall have the right to investigate, examine, and inspect the Properties, the Target Entities, the Leases, the Service Contracts, the Existing Loan Documents, environmental conditions at the Properties, title and surve

Section 3.2 — Access to Properties (a) During the Due Diligence Period and continuing through the Closing Date, Seller shall provide Buyer and its agents, consultants, contractors, and representatives (including, without limitation, Trident Environmental Group LLC and Rampart Building Sciences, Inc.) with reasonable access to each Property during normal business hours, upon not less than forty-eight (48) hours' prior

Section 3.3 — Seller's Delivery Obligations Within five (5) business days following the Effective Date, Seller shall deliver to Buyer, or make available in the electronic data room, true, correct, and complete copies of the following materials and information: (a) all Leases and amendments thereto (currently totaling eighty-seven (87) leases across the fourteen (14) Properties), together with all guaranties, side let

Section 3.4 — Termination During Due Diligence Period (a) If Buyer, in its sole and absolute discretion, is not satisfied with the results of its due diligence investigations for any reason or no reason, Buyer may terminate this Agreement by delivering written notice of termination to Seller and the Escrow Agent at any time prior to the expiration of the Due Diligence Period (i.e., on or before 5:00 p.m. (Eastern Tim

Section 4.1 — Title Commitments Buyer shall obtain, at Buyer's sole cost and expense, ALTA title commitments from Commonwealth National Title Insurance Company (the "Title Company") for each of the fourteen (14) Properties (collectively, the "Title Commitments"). Each Title Commitment shall include all Schedule B-I requirements and Schedule B-II exceptions, and shall be accompanied by legible copies of all recorded d

Section 4.2 — Surveys Buyer shall obtain, at Buyer's sole cost and expense, ALTA/NSPS Land Title Surveys (2021 Minimum Standard Detail Requirements, including Table A Items) for each Property from Meridian Land Surveying, Inc. or such other licensed surveyor as Buyer may select (the "Surveys"). Each Survey shall include the following Table A optional items: Items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10,

Section 4.3 — Title Objections (a) Buyer's Title Objection Deadline. On or before March 29, 2024, which date is thirty (30) days from the anticipated date of execution of this Agreement (the "Title Objection Deadline"), Buyer shall deliver to Seller written notice identifying any title or survey matters disclosed by the Title Commitments and/or the Surveys that are unacceptable to Buyer (collectively, the "Title Obje

Section 4.4 — Title Policies (a) At Closing, the Title Company shall issue ALTA Owner's Policies of Title Insurance (2021 form) for each Property (the "Title Policies"), insuring Buyer's interest in the Membership Interests and the Properties for the allocated portion of the Purchase Price, subject only to the Permitted Exceptions. The aggregate insured amount of the Title Policies shall be One Billion One Hundred Mi

Section 4.5 — Permitted Exceptions The "Permitted Exceptions" for each Property shall consist of those exceptions listed on Exhibit P attached hereto, and shall include: (a) the Existing Loan Documents (as assumed by Buyer at Closing); (b) the Leases, as disclosed on the rent roll delivered pursuant to Section 3.3(b) hereof; (c) standard printed exceptions that are removed by appropriate endorsement or affidavit; (d)

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Seller's Representations and Warranties Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date (except where a different date is expressly specified), subject to the disclosure schedules attached hereto, as follows: (a) Organization and Authority. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standin