1036-00004 · Client 1036 · Closing/Assignments

assignment-membership-interests-alliance.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Alliance LLC a Delaware limited liability company

Dated as of June 6, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024, by and between:

ASSIGNOR:

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205);

and

ASSIGNEE:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, and listed on the New York Stock Exchange under the ticker symbol "FREIT" (EIN: 52-2198437).

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, GMP Alliance LLC is a Delaware limited liability company (the "Company") (EIN: 84-2415728), formed under the laws of the State of Delaware and qualified to do business in the State of Texas, and is a single-purpose entity that owns the real property and improvements commonly known as Alliance Commerce Center, a logistics facility comprising approximately 485,000 rentable square feet constructed in 2020, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 (the "Property");

WHEREAS, Assignor is the sole member of the Company and holds one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"), and no other membership interests, equity interests, options, warrants, convertible securities, or other rights to acquire membership interests in the Company are authorized, issued, or outstanding;

WHEREAS, the Property is encumbered by that certain mortgage loan identified as Loan 1-E (the "Loan") under that certain Master Loan Agreement dated September 15, 2020 (as amended from time to time, the "Master Loan Agreement"), by and between the Company, as borrower, and Pinnacle Federal Bank, N.A., as lender (the "Lender"), with an aggregate outstanding principal balance under all loans secured under the Master Loan Agreement of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of February 28, 2024, bearing interest at a fixed rate of four and twenty-two hundredths percent (4.22%) per annum and maturing on July 1, 2028;

WHEREAS, the Lender has consented to the change of control of the Company resulting from the transactions contemplated by this Assignment, pursuant to that certain Consent Letter dated June 4, 2024 (the "Lender Consent"), issued by Pinnacle Federal Bank, N.A. to the Company and the Parties;

WHEREAS, this Assignment is made pursuant to and in accordance with that certain Purchase and Sale Agreement dated February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, the "PSA"), which PSA provides for the acquisition by Assignee of one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies, including the Company, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000), of which Six Hundred Twelve Million Dollars ($612,000,000) represents assumed mortgage debt and Four Hundred Eighty-Eight Million Dollars ($488,000,000) represents cash equity consideration, subject to adjustments including a property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000) and customary prorations as more fully set forth in the PSA;

WHEREAS, the PSA is governed by the laws of the State of New York, and this Assignment is one of the closing deliverables contemplated thereby; and

WHEREAS, Assignor desires to assign, transfer, and convey the Membership Interests to Assignee, and Assignee desires to accept such assignment and assume the obligations of the sole member of the Company from and after the Effective Date (as defined below), all on the terms and subject to the conditions set forth herein and in the PSA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consideration set forth in the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.

ARTICLE 1

ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and permitted assigns, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP Alliance LLC, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, equities, options, rights of first refusal, and restrictions of any kind or nature whatsoever, except for Permitted Exceptions as defined in the PSA. The Membership Interests assigned hereby constitute all of the issued and outstanding membership interests in the Company, and, upon the effectiveness of this Assignment, Assignee shall be the sole member of the Company and shall hold all rights, privileges, and interests appurtenant to such Membership Interests, including all voting rights, distribution rights, liquidation rights, and all other rights and benefits accruing to the holder of such Membership Interests under the Company's certificate of formation, operating agreement, and applicable law.

Section 1.2 — Effective Date. This Assignment shall be effective as of 11:59 p.m. Eastern Time on June 6, 2024 (the "Effective Date"), which is the actual closing date under the PSA. All matters of income, expense, risk of loss, ownership, and benefit with respect to the Membership Interests and the Company shall be allocated between Assignor and Assignee as of the Effective Date in accordance with the proration and allocation provisions of the PSA. From and after the Effective Date, Assignee shall be entitled to exercise all rights and powers of the sole member of the Company, and Assignor shall have no further rights with respect to the Membership Interests except as may be expressly provided in this Assignment or in the PSA.

ARTICLE 2

ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee. Assignee hereby accepts the assignment of the Membership Interests set forth in Article 1 and, in connection therewith, assumes and agrees to perform, pay, discharge, and be bound by all obligations, liabilities, covenants, duties, and responsibilities of the sole member of the Company arising from and after the Effective Date, including, without limitation, the following:

(a) all obligations and liabilities arising under the Amended and Restated Operating Agreement of GMP Alliance LLC, dated as of September 15, 2020 (as may be further amended and restated by Assignee following the Effective Date), to the extent accruing from and after the Effective Date;

(b) all obligations and liabilities of the Company, as landlord, under the leases, subleases, license agreements, and all amendments, guarantees, and ancillary agreements relating thereto affecting the Alliance Commerce Center property, to the extent accruing from and after the Effective Date;

(c) all obligations and liabilities of the Company under the loan documents evidencing Loan 1-E under the Master Loan Agreement dated September 15, 2020, with Pinnacle Federal Bank, N.A., as assumed and agreed to by Assignee pursuant to that certain Assumption Agreement of even date herewith executed by Assignee in favor of the Lender (the "Assumption Agreement"), to the extent accruing from and after the Effective Date;

(d) all obligations and liabilities of the Company under service contracts, property management agreements, maintenance agreements, vendor contracts, utility agreements, permits, licenses, warranties, and other agreements to which the Company is a party or by which the Company or the Property is bound, to the extent such obligations accrue from and after the Effective Date; and

(e) all other obligations and liabilities of the Company of every kind and nature, whether known or unknown, fixed or contingent, to the extent arising from and after the Effective Date.

Section 2.2 — Retained Liabilities of Assignor. Notwithstanding anything in this Assignment to the contrary, Assignor shall remain responsible for, and shall indemnify and hold harmless Assignee from and against, all obligations, liabilities, costs, expenses, claims, and duties of the sole member of the Company arising or accruing prior to the Effective Date (the "Retained Liabilities"), subject in all respects to the terms, conditions, limitations, and procedures set forth in the PSA, including the proration and working-capital true-up provisions set forth in Exhibit U of the PSA. The post-closing proration true-up shall be completed no later than September 4, 2024, which is ninety (90) days after the Effective Date (the "True-Up Deadline"). If the Parties are unable to agree on any proration item by the True-Up Deadline, the dispute resolution procedures set forth in Section 12.4 of the PSA shall govern. For the avoidance of doubt, the allocation of Retained Liabilities between the Parties shall be determined in accordance with the PSA, and nothing in this Assignment shall be deemed to expand or limit the indemnification obligations set forth therein.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby makes the following representations and warranties to Assignee as of the Effective Date:

Section 3.1 — 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, authority, and legal right to execute, deliver, and perform this Assignment on behalf of Assignor. The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor and its general partner, including the authorization and approval of Victor Lansdell and Elise Rathborne, each in their capacity as Co-Founder and Managing Partner of Greystone Meridian Capital LLC. No other partnership, limited liability company, or other organizational action or approval is required for Assignor to consummate the transactions contemplated hereby.

Section 3.2 — Ownership of Membership Interests. Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests are free and clear of all liens, pledges, security interests, claims, encumbrances, mortgages, charges, equities, options, warrants, rights of first refusal, preemptive rights, co-sale rights, drag-along rights, tag-along rights, and other restrictions or adverse claims of any kind, except as disclosed in the PSA and the disclosure schedules attached thereto. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests or any right to acquire any interest therein, and no commitment, arrangement, or understanding exists to issue, sell, or otherwise transfer any interest in the Company.

Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Assignor or the certificate of formation or operating agreement of the Company; (b) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, indenture, mortgage, lease, license, permit, order, judgment, decree, writ, injunction, or ruling to which Assignor or the Company is a party or by which any of them or any of their respective properties or assets is bound; or (c) violate any applicable law, statute, regulation, ordinance, rule, or governmental order applicable to Assignor, the Company, or the Membership Interests.

Section 3.4 — Consents. All consents, approvals, authorizations, waivers, filings, registrations, and notifications required to be obtained or made by Assignor, the Company, or any affiliate of Assignor in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been duly obtained or made, including, without limitation, the consent of Pinnacle Federal Bank, N.A. pursuant to the change of control provisions of Section 7.05 of the Master Loan Agreement dated September 15, 2020, as evidenced by the Lender Consent dated June 4, 2024. No further consent, approval, or action of, or filing with, any governmental authority or any other person or entity is required in connection with the valid execution, delivery, and performance of this Assignment.

Section 3.5 — Bring-Down. Each of the representations and warranties of Assignor set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. This bring-down is made consistent with and subject to the terms of the Seller's Closing Certificate of even date herewith delivered by Assignor to Assignee pursuant to Section 10.2(a)(iv) of the PSA.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby makes the following representations and warranties to Assignor as of the Effective Date:

Section 4.1 — 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, authority, and legal right to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee, including approval by the Board of Trustees of Fairwater Real Estate Investment Trust at a duly convened meeting held on February 22, 2024, at which a quorum was present, and no further trust, corporate, or other organizational action or approval is required for Assignee to consummate the transactions contemplated hereby.

Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the declaration of trust, bylaws, or other organizational documents of Assignee; (b) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, indenture, mortgage, lease, license, permit, order, judgment, decree, writ, injunction, or ruling to which Assignee is a party or by which Assignee or any of its properties or assets is bound; or (c) violate any applicable law, statute, regulation, ordinance, rule, or governmental order applicable to Assignee.

Section 4.3 — Bring-Down. Each of the representations and warranties of Assignee set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. This bring-down is made consistent with and subject to the terms of the Buyer's Closing Certificate of even date herewith delivered by Assignee to Assignor pursuant to Section 10.2(b)(iii) of the PSA.

ARTICLE 5

ARTICLE 6

REPLACEMENT GUARANTOR

Section 6.1 — Replacement Guaranty. Concurrently with the execution and delivery of this Assignment, Fairwater Real Estate Investment Trust, as replacement guarantor, has executed and delivered in favor of Pinnacle Federal Bank, N.A. that certain Replacement Carve-Out Guaranty dated as of the date hereof (the "Replacement Guaranty"), pursuant to which Fairwater Real Estate Investment Trust has replaced Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents evidencing Loan 1-E under the Master Loan Agreement. The Replacement Guaranty has been accepted by the Lender, and upon such acceptance, Assignor has been released from all guaranty obligations under the existing Carve-Out Guaranty Agreement dated September 15, 2020, as set forth in the Lender Consent and the Guaranty Release Letter of even date herewith.

Section 6.2 — Guarantor Financial Covenants. Pursuant to the Replacement Guaranty, Assignee, as replacement guarantor, is required to maintain (a) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and (b) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), each tested on a quarterly basis in accordance with the terms of the Replacement Guaranty and the Master Loan Agreement. Assignee hereby represents and warrants to Assignor that, as of the Effective Date, Assignee is in full compliance with each of the foregoing financial covenants and that no event, condition, or circumstance exists that would reasonably be expected to result in a failure by Assignee to satisfy such financial covenants during the twelve (12) month period following the Effective Date.

ARTICLE 7

INDEMNIFICATION

Section 7.1 — Survival and Cross-Reference to PSA. The indemnification obligations of the Parties with respect to this Assignment and the transactions contemplated hereby are governed by and subject to Article 14 of the PSA, and nothing in this Assignment shall be deemed to create, expand, limit, or otherwise modify any indemnification obligation set forth therein. For reference and convenience, the key indemnification parameters under the PSA are as follows:

(a) General Representation Survival Period: Eighteen (18) months from the Effective Date, expiring on December 6, 2025.

(b) Tax Representation Survival Period: Thirty-six (36) months from the Effective Date, expiring on June 6, 2027.

(c) General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000).

(d) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the aggregate purchase price.

(e) Basket (Tipping): Five Million Five Hundred Thousand Dollars ($5,500,000), representing fifty basis points (0.50%) of the aggregate purchase price. Once aggregate losses exceed the basket amount, Assignor shall be liable for all losses from dollar one (a "tipping" basket, not a deductible).

(f) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim. No individual claim shall count toward the basket unless such claim equals or exceeds the de minimis threshold.

(g) Indemnity Escrow: Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited with Commonwealth National Title Insurance Company, as escrow agent (the "Escrow Agent"), to be held and disbursed in accordance with the terms of the Indemnity Escrow Agreement of even date herewith, for a period of eighteen (18) months following the Effective Date.

Section 7.2 — R&W Insurance. Assignee has procured, at Assignee's sole cost and expense (subject to the premium-sharing provisions set forth in Section 9.4(e) of the PSA), a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, Policy No. SPC-2024-RWI-0682, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months following the Effective Date. The R&W Policy is subject to customary exclusions and limitations. Assignee acknowledges and agrees that the existence of the R&W Policy shall not reduce or otherwise affect Assignor's indemnification obligations under the PSA, and that Assignee's recovery under the R&W Policy shall be without prejudice to Assignee's rights under the PSA, subject to anti-stacking provisions in Article 14 of the PSA.

ARTICLE 8

FURTHER ASSURANCES

Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional instruments, documents, certificates, affidavits, and assurances as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to carry out the intent and purposes of this Assignment and to consummate fully the transactions contemplated hereby. Without limiting the generality of the foregoing:

(a) Assignor shall cooperate with Assignee in the preparation and filing of any amended certificates of formation, certificates of amendment, annual reports, or other filings with the Delaware Secretary of State, the Delaware Division of Corporations, and the Texas Secretary of State as may be necessary or desirable to reflect the change of membership of the Company from Assignor to Assignee, including any change of registered agent filings.

(b) Assignor shall promptly execute and deliver any transfer powers, assignments, consents, or other instruments that may be reasonably required by any governmental authority, lender, title company, or other third party to evidence and effectuate the transfer of the Membership Interests to Assignee.

(c) Each Party shall cooperate in good faith with the other Party to ensure the orderly transition of the Company's operations, contracts, and accounts following the Effective Date.

ARTICLE 9

PROPERTY MANAGEMENT TRANSITION

The Parties acknowledge that, concurrently with the execution and delivery of this Assignment, Argyle Property Services LLC, the Seller's affiliated property manager ("Argyle"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), and Fairwater Property Management LLC, the Buyer's affiliated property manager ("Fairwater PM"), having its principal office at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (SVP Operations: Leah Torrance), have entered into that certain Transition Services Agreement dated June 6, 2024 (the "Transition Services Agreement"), pursuant to which Argyle will provide transitional property management, accounting, leasing support, and tenant relations services with respect to the Alliance Commerce Center property and the other properties acquired pursuant to the PSA during a transition period of ninety (90) days from the Effective Date (the "Transition Period"), ending September 4, 2024. During the Transition Period, Argyle shall be compensated at a monthly transition fee of Three Hundred Seventy-Five Thousand Dollars ($375,000), resulting in a total transition fee for the three (3) month Transition Period of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000). The transition fee shall be payable monthly in arrears on the first business day of each calendar month following the month in which the services were performed. The Transition Services Agreement is incorporated herein by this reference solely for purposes of acknowledging the Parties' respective obligations with respect to the property management transition, and the terms and conditions thereof shall control in the event of any conflict with this Article 9.

ARTICLE 10

MISCELLANEOUS PROVISIONS

Section 10.1 — 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 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. The Parties agree that the selection of New York law is consistent with and required by the governing law provisions of the PSA, and the Parties hereby submit to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and the United States District Court for the Southern District of New York, as set forth in Section 16.8 of the PSA.

Section 10.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign this Assignment or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by the PSA.

Section 10.3 — Entire Agreement. This Assignment, together with the PSA and the other closing documents, instruments, certificates, and agreements delivered pursuant thereto (including the Assumption Agreement, the Replacement Guaranty, the Transition Services Agreement, the Indemnity Escrow Agreement, and the Seller's Closing Certificate and Buyer's Closing Certificate of even date herewith), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, relating to the subject matter hereof.

Section 10.4 — Counterparts; Electronic Signatures. This Assignment may be executed in two (2) or more 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 a signature page to this Assignment by facsimile, electronic mail in portable document format (.pdf), or by means of an electronic signature platform (including Brightwater Software or similar services) shall be as effective as delivery of a manually executed counterpart. The Parties agree that electronic signatures shall be deemed original signatures for all purposes and shall be binding upon the Parties to the same extent as original ink signatures.

Section 10.5 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Assignment shall continue in full force and effect, and the application of such provision to other persons, entities, or circumstances shall not be affected thereby. The Parties further agree that, in the event any provision is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid provision.

Section 10.6 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 16.1 of the PSA, addressed as follows:

If to Assignor:

Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Managing Partner

Email: vlansdell@greystonemeridian.com

With a copy to (which shall not constitute notice):

Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Attention: Nathaniel Pryce, Partner

Email: npryce@blackridgehayes.com

If to Assignee:

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: David Elgin Park, General Counsel

Email: depark@fairwaterreit.com

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Partner

Email: dfairchild@calderwoodharkness.com

Either Party may change its address for notices by giving notice to the other Party in the manner set forth above.

Section 10.7 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Parties. No waiver of any provision of this Assignment shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

Section 10.8 — No Third-Party Beneficiaries. Nothing in this Assignment, express or implied, is intended to, or shall, confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any right, benefit, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express third-party beneficiary of Assignee's assumption obligations set forth in Article 2 of this Assignment to the extent, and only to the extent, provided in the loan documents evidencing Loan 1-E under the Master Loan Agreement and in the Assumption Agreement of even date herewith, and Pinnacle Federal Bank, N.A. shall have the right to enforce such obligations directly against Assignee in accordance with the terms thereof.

[Signature Pages Follow]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP ALLIANCE LLC

IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption of Membership Interests to be duly executed and delivered as of the date first written above.

ASSIGNOR:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP ALLIANCE LLC

ASSIGNEE:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

EXHIBIT A

DESCRIPTION OF THE PROPERTY

The following is the legal description of the real property commonly known as Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, owned by GMP Alliance LLC (the "Company"):

Being a tract or parcel of land situated in the State of Texas, County of Tarrant, City of Fort Worth, and being more particularly described as follows:

All that certain lot, tract, or parcel of land situated in the William Brison Survey, Abstract No. 112, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Alliance Commerce Center Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 14382, Plat Records, Tarrant County, Texas, and being more particularly described by metes and bounds in that certain survey prepared by Ashbury Consulting Group (now Westmark Holdings), Job No. 041-0278-001, dated August 14, 2020, last revised September 10, 2020, and as set forth in the deed recorded as Instrument No. D220187452 in the Official Public Records of Tarrant County, Texas.

The complete metes and bounds legal description is set forth in Exhibit A to the PSA, which is incorporated herein by this reference.

Together with all buildings, improvements, and fixtures located thereon, and all easements, rights-of-way, privileges, and appurtenances belonging or in any way appertaining thereto.

EXHIBIT B

LOAN DOCUMENTS

The following is a list of the loan documents comprising Loan 1-E under the Master Loan Agreement dated September 15, 2020, by and between GMP Alliance LLC, as borrower, and Pinnacle Federal Bank, N.A., as lender. This list cross-references PSA Exhibit Q and is incorporated herein by this reference:

1. Master Loan Agreement, dated September 15, 2020, by and between the Company and Pinnacle Federal Bank, N.A., as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022, and as further amended by that certain Second Amendment to Master Loan Agreement dated November 15, 2023.

2. Promissory Note (Loan 1-E), dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., in the original principal amount as set forth therein.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated September 15, 2020, executed by the Company, as grantor, to Halcyon Insurance, as trustee, for the benefit of Pinnacle Federal Bank, N.A., as beneficiary, recorded in the Official Public Records of Tarrant County, Texas.

4. Assignment of Leases, Rents, and Profits, dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., recorded in the Official Public Records of Tarrant County, Texas.

5. Environmental Indemnity Agreement, dated September 15, 2020, executed by the Company and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.

6. Carve-Out Guaranty Agreement, dated September 15, 2020, executed by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. (to be replaced by the Replacement Carve-Out Guaranty of even date herewith).

7. Cash Management Agreement, dated September 15, 2020, by and among the Company, Pinnacle Federal Bank, N.A., and Magnolia Commerce Bank, N.A.

8. UCC-1 Financing Statement, filed with the Delaware Secretary of State on September 15, 2020, naming the Company as debtor and Pinnacle Federal Bank, N.A. as secured party (File No. 2020-7841256), as continued.

9. Consent Letter, dated June 4, 2024, from Pinnacle Federal Bank, N.A. consenting to the change of control of the Company.

10. Such other ancillary agreements, certificates, and instruments executed in connection with the foregoing as more particularly described in Exhibit Q to the PSA.

ACKNOWLEDGMENT AND NOTARIZATION

NOTARIAL ACKNOWLEDGMENT — ASSIGNOR

STATE OF GEORGIA COUNTY OF FULTON

Before me, the undersigned Notary Public, on this __ day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity on behalf of which he acted, executed the instrument for the purposes and consideration therein expressed.

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Notary Public, State of Georgia My Commission Expires: ____ [Notary Seal]

NOTARIAL ACKNOWLEDGMENT — ASSIGNEE

STATE OF MARYLAND COUNTY OF HOWARD

Before me, the undersigned Notary Public, on this __ day of June, 2024, personally appeared Marcus Devereaux, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Executive Vice President, Acquisitions of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and that by his signature on the instrument, the entity on behalf of which he acted, executed the instrument for the purposes and consideration therein expressed.

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Notary Public, State of Maryland My Commission Expires: ____ [Notary Seal]

This Assignment and Assumption of Membership Interests is being provided for lender compliance and recording purposes in the State of Texas, as may be required by Pinnacle Federal Bank, N.A. under the terms of the Master Loan Agreement and the Lender Consent. The original executed counterpart shall be retained by Assignee, with copies provided to Assignor, the Lender, and the Title Company.

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Alliance LLC a Delaware limited liability company
Dated as of June 6, 2024
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024, by and between:
ASSIGNOR:
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205);
and
ASSIGNEE:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, and listed on the New York Stock Exchange under the ticker symbol "FREIT" (EIN: 52-2198437).
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, GMP Alliance LLC is a Delaware limited liability company (the "Company") (EIN: 84-2415728), formed under the laws of the State of Delaware and qualified to do business in the State of Texas, and is a single-purpose entity that owns the real property and improvements commonly known as Alliance Commerce Center, a logistics facility comprising approximately 485,000 rentable square feet constructed in 2020, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177 (the "Property");
WHEREAS, Assignor is the sole member of the Company and holds one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"), and no other membership interests, equity interests, options, warrants, convertible securities, or other rights to acquire membership interests in the Company are authorized, issued, or outstanding;
WHEREAS, the Property is encumbered by that certain mortgage loan identified as Loan 1-E (the "Loan") under that certain Master Loan Agreement dated September 15, 2020 (as amended from time to time, the "Master Loan Agreement"), by and between the Company, as borrower, and Pinnacle Federal Bank, N.A., as lender (the "Lender"), with an aggregate outstanding principal balance under all loans secured under the Master Loan Agreement of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of February 28, 2024, bearing interest at a fixed rate of four and twenty-two hundredths percent (4.22%) per annum and maturing on July 1, 2028;
WHEREAS, the Lender has consented to the change of control of the Company resulting from the transactions contemplated by this Assignment, pursuant to that certain Consent Letter dated June 4, 2024 (the "Lender Consent"), issued by Pinnacle Federal Bank, N.A. to the Company and the Parties;
WHEREAS, this Assignment is made pursuant to and in accordance with that certain Purchase and Sale Agreement dated February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, the "PSA"), which PSA provides for the acquisition by Assignee of one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies, including the Company, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000), of which Six Hundred Twelve Million Dollars ($612,000,000) represents assumed mortgage debt and Four Hundred Eighty-Eight Million Dollars ($488,000,000) represents cash equity consideration, subject to adjustments including a property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000) and customary prorations as more fully set forth in the PSA;
WHEREAS, the PSA is governed by the laws of the State of New York, and this Assignment is one of the closing deliverables contemplated thereby; and
WHEREAS, Assignor desires to assign, transfer, and convey the Membership Interests to Assignee, and Assignee desires to accept such assignment and assume the obligations of the sole member of the Company from and after the Effective Date (as defined below), all on the terms and subject to the conditions set forth herein and in the PSA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consideration set forth in the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.
ARTICLE 1
ASSIGNMENT OF MEMBERSHIP INTERESTS
Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and permitted assigns, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP Alliance LLC, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, equities, options, rights of first refusal, and restrictions of any kind or nature whatsoever, except for Permitted Exceptions as defined in the PSA. The Membership Interests assigned hereby constitute all of the issued and outstanding membership interests in the Company, and, upon the effectiveness of this Assignment, Assignee shall be the sole member of the Company and shall hold all rights, privileges, and interests appurtenant to such Membership Interests, including all voting rights, distribution rights, liquidation rights, and all other rights and benefits accruing to the holder of such Membership Interests under the Company's certificate of formation, operating agreement, and applicable law.
Section 1.2 — Effective Date. This Assignment shall be effective as of 11:59 p.m. Eastern Time on June 6, 2024 (the "Effective Date"), which is the actual closing date under the PSA. All matters of income, expense, risk of loss, ownership, and benefit with respect to the Membership Interests and the Company shall be allocated between Assignor and Assignee as of the Effective Date in accordance with the proration and allocation provisions of the PSA. From and after the Effective Date, Assignee shall be entitled to exercise all rights and powers of the sole member of the Company, and Assignor shall have no further rights with respect to the Membership Interests except as may be expressly provided in this Assignment or in the PSA.
ARTICLE 2
ASSUMPTION OF OBLIGATIONS
Section 2.1 — Assumption by Assignee. Assignee hereby accepts the assignment of the Membership Interests set forth in Article 1 and, in connection therewith, assumes and agrees to perform, pay, discharge, and be bound by all obligations, liabilities, covenants, duties, and responsibilities of the sole member of the Company arising from and after the Effective Date, including, without limitation, the following:
(a) all obligations and liabilities arising under the Amended and Restated Operating Agreement of GMP Alliance LLC, dated as of September 15, 2020 (as may be further amended and restated by Assignee following the Effective Date), to the extent accruing from and after the Effective Date;
(b) all obligations and liabilities of the Company, as landlord, under the leases, subleases, license agreements, and all amendments, guarantees, and ancillary agreements relating thereto affecting the Alliance Commerce Center property, to the extent accruing from and after the Effective Date;
(c) all obligations and liabilities of the Company under the loan documents evidencing Loan 1-E under the Master Loan Agreement dated September 15, 2020, with Pinnacle Federal Bank, N.A., as assumed and agreed to by Assignee pursuant to that certain Assumption Agreement of even date herewith executed by Assignee in favor of the Lender (the "Assumption Agreement"), to the extent accruing from and after the Effective Date;
(d) all obligations and liabilities of the Company under service contracts, property management agreements, maintenance agreements, vendor contracts, utility agreements, permits, licenses, warranties, and other agreements to which the Company is a party or by which the Company or the Property is bound, to the extent such obligations accrue from and after the Effective Date; and
(e) all other obligations and liabilities of the Company of every kind and nature, whether known or unknown, fixed or contingent, to the extent arising from and after the Effective Date.
Section 2.2 — Retained Liabilities of Assignor. Notwithstanding anything in this Assignment to the contrary, Assignor shall remain responsible for, and shall indemnify and hold harmless Assignee from and against, all obligations, liabilities, costs, expenses, claims, and duties of the sole member of the Company arising or accruing prior to the Effective Date (the "Retained Liabilities"), subject in all respects to the terms, conditions, limitations, and procedures set forth in the PSA, including the proration and working-capital true-up provisions set forth in Exhibit U of the PSA. The post-closing proration true-up shall be completed no later than September 4, 2024, which is ninety (90) days after the Effective Date (the "True-Up Deadline"). If the Parties are unable to agree on any proration item by the True-Up Deadline, the dispute resolution procedures set forth in Section 12.4 of the PSA shall govern. For the avoidance of doubt, the allocation of Retained Liabilities between the Parties shall be determined in accordance with the PSA, and nothing in this Assignment shall be deemed to expand or limit the indemnification obligations set forth therein.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and warranties to Assignee as of the Effective Date:
Section 3.1 — 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, authority, and legal right to execute, deliver, and perform this Assignment on behalf of Assignor. The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor and its general partner, including the authorization and approval of Victor Lansdell and Elise Rathborne, each in their capacity as Co-Founder and Managing Partner of Greystone Meridian Capital LLC. No other partnership, limited liability company, or other organizational action or approval is required for Assignor to consummate the transactions contemplated hereby.
Section 3.2 — Ownership of Membership Interests. Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests are free and clear of all liens, pledges, security interests, claims, encumbrances, mortgages, charges, equities, options, warrants, rights of first refusal, preemptive rights, co-sale rights, drag-along rights, tag-along rights, and other restrictions or adverse claims of any kind, except as disclosed in the PSA and the disclosure schedules attached thereto. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests or any right to acquire any interest therein, and no commitment, arrangement, or understanding exists to issue, sell, or otherwise transfer any interest in the Company.
Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Assignor or the certificate of formation or operating agreement of the Company; (b) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, indenture, mortgage, lease, license, permit, order, judgment, decree, writ, injunction, or ruling to which Assignor or the Company is a party or by which any of them or any of their respective properties or assets is bound; or (c) violate any applicable law, statute, regulation, ordinance, rule, or governmental order applicable to Assignor, the Company, or the Membership Interests.
Section 3.4 — Consents. All consents, approvals, authorizations, waivers, filings, registrations, and notifications required to be obtained or made by Assignor, the Company, or any affiliate of Assignor in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been duly obtained or made, including, without limitation, the consent of Pinnacle Federal Bank, N.A. pursuant to the change of control provisions of Section 7.05 of the Master Loan Agreement dated September 15, 2020, as evidenced by the Lender Consent dated June 4, 2024. No further consent, approval, or action of, or filing with, any governmental authority or any other person or entity is required in connection with the valid execution, delivery, and performance of this Assignment.
Section 3.5 — Bring-Down. Each of the representations and warranties of Assignor set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. This bring-down is made consistent with and subject to the terms of the Seller's Closing Certificate of even date herewith delivered by Assignor to Assignee pursuant to Section 10.2(a)(iv) of the PSA.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and warranties to Assignor as of the Effective Date:
Section 4.1 — 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, authority, and legal right to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee, including approval by the Board of Trustees of Fairwater Real Estate Investment Trust at a duly convened meeting held on February 22, 2024, at which a quorum was present, and no further trust, corporate, or other organizational action or approval is required for Assignee to consummate the transactions contemplated hereby.
Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of the declaration of trust, bylaws, or other organizational documents of Assignee; (b) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, indenture, mortgage, lease, license, permit, order, judgment, decree, writ, injunction, or ruling to which Assignee is a party or by which Assignee or any of its properties or assets is bound; or (c) violate any applicable law, statute, regulation, ordinance, rule, or governmental order applicable to Assignee.
Section 4.3 — Bring-Down. Each of the representations and warranties of Assignee set forth in the PSA is hereby reaffirmed and brought down to the Effective Date and shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or material adverse effect, in all respects) as of the Effective Date with the same force and effect as though such representations and warranties had been made on and as of the Effective Date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. This bring-down is made consistent with and subject to the terms of the Buyer's Closing Certificate of even date herewith delivered by Assignee to Assignor pursuant to Section 10.2(b)(iii) of the PSA.
ARTICLE 5
COMPANY INFORMATION
Section 5.1 — Company Details. For reference purposes, the Company is described as follows:
Full Legal Name: GMP Alliance LLC
Jurisdiction of Formation: State of Delaware
Employer Identification Number (EIN): 84-2415728
Registered Agent and Address: Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801
Foreign Qualification: The Company is duly qualified to do business as a foreign limited liability company in the State of Texas.
Date of Formation: August 28, 2020
Section 5.2 — Property Owned by the Company. The Company is a single-purpose entity that owns the following real property and improvements:
Property Name: Alliance Commerce Center
Address: 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177
Property Type: Logistics / Industrial
Approximate Rentable square Footage: 485,000 square feet
Year Built: 2020
Legal Description: As set forth in Exhibit A attached hereto and incorporated herein by this reference, which legal description is identical to the legal description set forth in Exhibit A to the PSA.
Tarrant County Tax Parcel ID: To be confirmed on the tax rolls of Tarrant County, Texas.
Section 5.3 — Encumbrances on the Property. The Property is subject to the following mortgage indebtedness:
Loan Designation: Loan 1-E under the Master Loan Agreement
Lender: Pinnacle Federal Bank, N.A., 600 Travis Street, Suite 4400, Houston, Texas 77002
Loan Agreement: Master Loan Agreement dated September 15, 2020 (as amended)
Interest Rate: Fixed at four and twenty-two hundredths percent (4.22%) per annum
Maturity Date: July 1, 2028
Aggregate Outstanding Principal Balance (all Pinnacle loans under the Master Loan Agreement): $421,600,000 as of February 28, 2024
Lender Consent: The Lender's consent to the change of control of the Company was obtained on June 4, 2024, pursuant to the Lender Consent.
Consent Fee: The aggregate consent fee payable to Pinnacle Federal Bank, N.A. for all Pinnacle loans under the Master Loan Agreement is One Million Fifty-Four Thousand Dollars ($1,054,000), representing twenty-five basis points (0.25%) of the aggregate outstanding principal balance of $421,600,000. Loan 1-E's allocable share of such consent fee is determined on a pro rata basis by outstanding principal balance. Pursuant to Section 9.4(c) of the PSA, the aggregate consent fee is split fifty percent (50%) to Buyer and fifty percent (50%) to Seller.
Section 5.4 — Operating Accounts. The Company maintains operating accounts, reserve accounts, and escrow accounts at the following depository institution:
Bank: Magnolia Commerce Bank, N.A.
Address: 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303
Contact: Linda Prescott, Vice President, Commercial Banking
Account Transition: Signatories on the Company's bank accounts shall be updated to reflect Assignee's designees within five (5) business days following the Effective Date in accordance with Section 3 of the Transition Services Agreement (as defined in Article 9 hereof). Until such time as signatories are updated, Assignor shall not initiate any transaction on such accounts without the prior written consent of Assignee.
ARTICLE 6
REPLACEMENT GUARANTOR
Section 6.1 — Replacement Guaranty. Concurrently with the execution and delivery of this Assignment, Fairwater Real Estate Investment Trust, as replacement guarantor, has executed and delivered in favor of Pinnacle Federal Bank, N.A. that certain Replacement Carve-Out Guaranty dated as of the date hereof (the "Replacement Guaranty"), pursuant to which Fairwater Real Estate Investment Trust has replaced Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents evidencing Loan 1-E under the Master Loan Agreement. The Replacement Guaranty has been accepted by the Lender, and upon such acceptance, Assignor has been released from all guaranty obligations under the existing Carve-Out Guaranty Agreement dated September 15, 2020, as set forth in the Lender Consent and the Guaranty Release Letter of even date herewith.
Section 6.2 — Guarantor Financial Covenants. Pursuant to the Replacement Guaranty, Assignee, as replacement guarantor, is required to maintain (a) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and (b) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), each tested on a quarterly basis in accordance with the terms of the Replacement Guaranty and the Master Loan Agreement. Assignee hereby represents and warrants to Assignor that, as of the Effective Date, Assignee is in full compliance with each of the foregoing financial covenants and that no event, condition, or circumstance exists that would reasonably be expected to result in a failure by Assignee to satisfy such financial covenants during the twelve (12) month period following the Effective Date.
ARTICLE 7
INDEMNIFICATION
Section 7.1 — Survival and Cross-Reference to PSA. The indemnification obligations of the Parties with respect to this Assignment and the transactions contemplated hereby are governed by and subject to Article 14 of the PSA, and nothing in this Assignment shall be deemed to create, expand, limit, or otherwise modify any indemnification obligation set forth therein. For reference and convenience, the key indemnification parameters under the PSA are as follows:
(a) General Representation Survival Period: Eighteen (18) months from the Effective Date, expiring on December 6, 2025.
(b) Tax Representation Survival Period: Thirty-six (36) months from the Effective Date, expiring on June 6, 2027.
(c) General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000).
(d) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the aggregate purchase price.
(e) Basket (Tipping): Five Million Five Hundred Thousand Dollars ($5,500,000), representing fifty basis points (0.50%) of the aggregate purchase price. Once aggregate losses exceed the basket amount, Assignor shall be liable for all losses from dollar one (a "tipping" basket, not a deductible).
(f) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim. No individual claim shall count toward the basket unless such claim equals or exceeds the de minimis threshold.
(g) Indemnity Escrow: Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited with Commonwealth National Title Insurance Company, as escrow agent (the "Escrow Agent"), to be held and disbursed in accordance with the terms of the Indemnity Escrow Agreement of even date herewith, for a period of eighteen (18) months following the Effective Date.
Section 7.2 — R&W Insurance. Assignee has procured, at Assignee's sole cost and expense (subject to the premium-sharing provisions set forth in Section 9.4(e) of the PSA), a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, Policy No. SPC-2024-RWI-0682, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months following the Effective Date. The R&W Policy is subject to customary exclusions and limitations. Assignee acknowledges and agrees that the existence of the R&W Policy shall not reduce or otherwise affect Assignor's indemnification obligations under the PSA, and that Assignee's recovery under the R&W Policy shall be without prejudice to Assignee's rights under the PSA, subject to anti-stacking provisions in Article 14 of the PSA.
ARTICLE 8
FURTHER ASSURANCES
Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional instruments, documents, certificates, affidavits, and assurances as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to carry out the intent and purposes of this Assignment and to consummate fully the transactions contemplated hereby. Without limiting the generality of the foregoing:
(a) Assignor shall cooperate with Assignee in the preparation and filing of any amended certificates of formation, certificates of amendment, annual reports, or other filings with the Delaware Secretary of State, the Delaware Division of Corporations, and the Texas Secretary of State as may be necessary or desirable to reflect the change of membership of the Company from Assignor to Assignee, including any change of registered agent filings.
(b) Assignor shall promptly execute and deliver any transfer powers, assignments, consents, or other instruments that may be reasonably required by any governmental authority, lender, title company, or other third party to evidence and effectuate the transfer of the Membership Interests to Assignee.
(c) Each Party shall cooperate in good faith with the other Party to ensure the orderly transition of the Company's operations, contracts, and accounts following the Effective Date.
ARTICLE 9
PROPERTY MANAGEMENT TRANSITION
The Parties acknowledge that, concurrently with the execution and delivery of this Assignment, Argyle Property Services LLC, the Seller's affiliated property manager ("Argyle"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), and Fairwater Property Management LLC, the Buyer's affiliated property manager ("Fairwater PM"), having its principal office at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (SVP Operations: Leah Torrance), have entered into that certain Transition Services Agreement dated June 6, 2024 (the "Transition Services Agreement"), pursuant to which Argyle will provide transitional property management, accounting, leasing support, and tenant relations services with respect to the Alliance Commerce Center property and the other properties acquired pursuant to the PSA during a transition period of ninety (90) days from the Effective Date (the "Transition Period"), ending September 4, 2024. During the Transition Period, Argyle shall be compensated at a monthly transition fee of Three Hundred Seventy-Five Thousand Dollars ($375,000), resulting in a total transition fee for the three (3) month Transition Period of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000). The transition fee shall be payable monthly in arrears on the first business day of each calendar month following the month in which the services were performed. The Transition Services Agreement is incorporated herein by this reference solely for purposes of acknowledging the Parties' respective obligations with respect to the property management transition, and the terms and conditions thereof shall control in the event of any conflict with this Article 9.
ARTICLE 10
MISCELLANEOUS PROVISIONS
Section 10.1 — 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 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. The Parties agree that the selection of New York law is consistent with and required by the governing law provisions of the PSA, and the Parties hereby submit to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and the United States District Court for the Southern District of New York, as set forth in Section 16.8 of the PSA.
Section 10.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign this Assignment or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by the PSA.
Section 10.3 — Entire Agreement. This Assignment, together with the PSA and the other closing documents, instruments, certificates, and agreements delivered pursuant thereto (including the Assumption Agreement, the Replacement Guaranty, the Transition Services Agreement, the Indemnity Escrow Agreement, and the Seller's Closing Certificate and Buyer's Closing Certificate of even date herewith), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, relating to the subject matter hereof.
Section 10.4 — Counterparts; Electronic Signatures. This Assignment may be executed in two (2) or more 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 a signature page to this Assignment by facsimile, electronic mail in portable document format (.pdf), or by means of an electronic signature platform (including Brightwater Software or similar services) shall be as effective as delivery of a manually executed counterpart. The Parties agree that electronic signatures shall be deemed original signatures for all purposes and shall be binding upon the Parties to the same extent as original ink signatures.
Section 10.5 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Assignment shall continue in full force and effect, and the application of such provision to other persons, entities, or circumstances shall not be affected thereby. The Parties further agree that, in the event any provision is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid provision.
Section 10.6 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 16.1 of the PSA, addressed as follows:
If to Assignor:
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Managing Partner
Email: vlansdell@greystonemeridian.com
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Partner
Email: npryce@blackridgehayes.com
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Email: depark@fairwaterreit.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Partner
Email: dfairchild@calderwoodharkness.com
Either Party may change its address for notices by giving notice to the other Party in the manner set forth above.
Section 10.7 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Parties. No waiver of any provision of this Assignment shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
Section 10.8 — No Third-Party Beneficiaries. Nothing in this Assignment, express or implied, is intended to, or shall, confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any right, benefit, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express third-party beneficiary of Assignee's assumption obligations set forth in Article 2 of this Assignment to the extent, and only to the extent, provided in the loan documents evidencing Loan 1-E under the Master Loan Agreement and in the Assumption Agreement of even date herewith, and Pinnacle Federal Bank, N.A. shall have the right to enforce such obligations directly against Assignee in accordance with the terms thereof.
[Signature Pages Follow]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP ALLIANCE LLC
IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption of Membership Interests to be duly executed and delivered as of the date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP ALLIANCE LLC
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
EXHIBIT A
DESCRIPTION OF THE PROPERTY
The following is the legal description of the real property commonly known as Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, owned by GMP Alliance LLC (the "Company"):
Being a tract or parcel of land situated in the State of Texas, County of Tarrant, City of Fort Worth, and being more particularly described as follows:
All that certain lot, tract, or parcel of land situated in the William Brison Survey, Abstract No. 112, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Alliance Commerce Center Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 14382, Plat Records, Tarrant County, Texas, and being more particularly described by metes and bounds in that certain survey prepared by Ashbury Consulting Group (now Westmark Holdings), Job No. 041-0278-001, dated August 14, 2020, last revised September 10, 2020, and as set forth in the deed recorded as Instrument No. D220187452 in the Official Public Records of Tarrant County, Texas.
The complete metes and bounds legal description is set forth in Exhibit A to the PSA, which is incorporated herein by this reference.
Together with all buildings, improvements, and fixtures located thereon, and all easements, rights-of-way, privileges, and appurtenances belonging or in any way appertaining thereto.
EXHIBIT B
LOAN DOCUMENTS
The following is a list of the loan documents comprising Loan 1-E under the Master Loan Agreement dated September 15, 2020, by and between GMP Alliance LLC, as borrower, and Pinnacle Federal Bank, N.A., as lender. This list cross-references PSA Exhibit Q and is incorporated herein by this reference:
1.  Master Loan Agreement, dated September 15, 2020, by and between the Company and Pinnacle Federal Bank, N.A., as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022, and as further amended by that certain Second Amendment to Master Loan Agreement dated November 15, 2023.
2.  Promissory Note (Loan 1-E), dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., in the original principal amount as set forth therein.
3.  Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated September 15, 2020, executed by the Company, as grantor, to Halcyon Insurance, as trustee, for the benefit of Pinnacle Federal Bank, N.A., as beneficiary, recorded in the Official Public Records of Tarrant County, Texas.
4.  Assignment of Leases, Rents, and Profits, dated September 15, 2020, executed by the Company in favor of Pinnacle Federal Bank, N.A., recorded in the Official Public Records of Tarrant County, Texas.
5.  Environmental Indemnity Agreement, dated September 15, 2020, executed by the Company and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.
6.  Carve-Out Guaranty Agreement, dated September 15, 2020, executed by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. (to be replaced by the Replacement Carve-Out Guaranty of even date herewith).
7.  Cash Management Agreement, dated September 15, 2020, by and among the Company, Pinnacle Federal Bank, N.A., and Magnolia Commerce Bank, N.A.
8.  UCC-1 Financing Statement, filed with the Delaware Secretary of State on September 15, 2020, naming the Company as debtor and Pinnacle Federal Bank, N.A. as secured party (File No. 2020-7841256), as continued.
9.  Consent Letter, dated June 4, 2024, from Pinnacle Federal Bank, N.A. consenting to the change of control of the Company.
10.  Such other ancillary agreements, certificates, and instruments executed in connection with the foregoing as more particularly described in Exhibit Q to the PSA.
ACKNOWLEDGMENT AND NOTARIZATION
NOTARIAL ACKNOWLEDGMENT — ASSIGNOR
STATE OF GEORGIA COUNTY OF FULTON
Before me, the undersigned Notary Public, on this __ day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity on behalf of which he acted, executed the instrument for the purposes and consideration therein expressed.
________________________________________
Notary Public, State of Georgia My Commission Expires: ____ [Notary Seal]
NOTARIAL ACKNOWLEDGMENT — ASSIGNEE
STATE OF MARYLAND COUNTY OF HOWARD
Before me, the undersigned Notary Public, on this __ day of June, 2024, personally appeared Marcus Devereaux, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Executive Vice President, Acquisitions of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and that by his signature on the instrument, the entity on behalf of which he acted, executed the instrument for the purposes and consideration therein expressed.
________________________________________
Notary Public, State of Maryland My Commission Expires: ____ [Notary Seal]
This Assignment and Assumption of Membership Interests is being provided for lender compliance and recording purposes in the State of Texas, as may be required by Pinnacle Federal Bank, N.A. under the terms of the Master Loan Agreement and the Lender Consent. The original executed counterpart shall be retained by Assignee, with copies provided to Assignor, the Lender, and the Title Company.

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

RECITALS

ARTICLE 1

ASSIGNMENT OF MEMBERSHIP INTERESTS

ARTICLE 2

ASSUMPTION OF OBLIGATIONS

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

ARTICLE 5

COMPANY INFORMATION

ARTICLE 6

REPLACEMENT GUARANTOR

ARTICLE 7

INDEMNIFICATION

ARTICLE 8

FURTHER ASSURANCES

ARTICLE 9

PROPERTY MANAGEMENT TRANSITION

ARTICLE 10

MISCELLANEOUS PROVISIONS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

DESCRIPTION OF THE PROPERTY

EXHIBIT B

LOAN DOCUMENTS

ACKNOWLEDGMENT AND NOTARIZATION

STATE OF GEORGIA COUNTY OF FULTON

STATE OF MARYLAND COUNTY OF HOWARD

Record

Parties

Dates

Amounts