1036-00004 · Client 1036 · Closing/Assignments

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

3 / 172 ← → ✕

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Buckhead LLC

Execution Date: June 6, 2024

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

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company;

and

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer").

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

This Assignment is delivered pursuant to and in connection with that certain Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by (i) that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (as so amended, the "PSA"). This Assignment is one of fourteen (14) assignment instruments being delivered concurrently at closing under the PSA, each relating to one of the fourteen (14) property-owning limited liability companies whose membership interests are being transferred as part of the portfolio transaction contemplated thereby.

RECITALS

WHEREAS, the Parties desire to set forth the terms and conditions upon which the Assignor shall assign, and the Assignee shall accept and assume, the Membership Interests (as defined below) in GMP Buckhead LLC, a Delaware limited liability company;

A. The Company. GMP Buckhead LLC (the "Company") is a Delaware limited liability company, Employer Identification Number 84-2639901, duly formed and validly existing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). The Company is the sole owner of that certain real property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, and more particularly described in Exhibit A attached hereto (the "Property"). The Property is a Class A office building comprising approximately 285,000 rentable square feet, completed in 2018, situated in the Buckhead submarket of Atlanta, Fulton County, Georgia. The Company holds fee simple title to the Property subject only to the Permitted Exceptions (as defined in the PSA) and the lien of the Veltrano Capital mortgage described below.

B. Assignor's Ownership. Assignor is Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, Employer Identification Number 83-1647205, with its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801. The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company, Employer Identification Number 83-1520984. Assignor is the sole member and the legal and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor acquired the Membership Interests at the time of the Company's formation and has continuously held the Membership Interests without interruption or dilution since such date. No other person or entity holds, or has ever held, any membership interest, equity interest, profit interest, or other ownership interest in the Company.

C. The PSA. Pursuant to the PSA, Assignor agreed to sell, transfer, assign, and convey to Assignee, and Assignee agreed to purchase, acquire, and assume from Assignor, all of the Membership Interests, together with the membership interests in thirteen (13) other property-owning Delaware limited liability companies, as part of a portfolio transaction with an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The Purchase Price is subject to adjustment pursuant to the terms of the PSA, including, without limitation, a property condition assessment credit in the aggregate amount of One Million Seventy Thousand Dollars ($1,070,000), proration adjustments set forth in Section 8.4 of the PSA, and other customary closing adjustments. The portion of the Purchase Price allocated to the Membership Interests in the Company and, accordingly, to the Property, was determined by the Parties pursuant to the allocation schedule attached to the PSA as Exhibit Q, which allocation was agreed upon for all purposes, including federal and state income tax reporting under Section 1060 of the Internal Revenue Code of 1986, as amended.

D. Assignee. Assignee is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, Employer Identification Number 52-2198437, with its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has been duly organized and is validly existing and in good standing under the laws of the State of Maryland, and has the legal capacity, power, and authority to acquire, hold, and manage the Membership Interests in the Company and to carry out the transactions contemplated by this Assignment and the PSA.

E. Assumed Debt. The Property is encumbered by a mortgage loan (designated as "Loan 2-A" in the PSA) from Veltrano Capital Lending Corp., a Delaware corporation, pursuant to that certain Loan Agreement, dated as of February 1, 2021, by and between the Company, as borrower, and Veltrano Capital Lending Corp., as lender, as amended by that certain First Amendment to Loan Agreement, dated as of August 15, 2022, and that certain Second Amendment to Loan Agreement, dated as of January 10, 2023 (as so amended, and together with the related promissory note, deed to secure debt, security agreement, assignment of leases and rents, environmental indemnity agreement, guaranty, and all other instruments and documents executed in connection therewith, collectively, the "Loan Documents"). As of February 28, 2024, the outstanding principal balance of Loan 2-A, together with the outstanding principal balances of Loans 2-B, 2-C, and 2-D (each made by Veltrano Capital Lending Corp. to other property-owning entities within the portfolio), was in the aggregate amount of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000). Loan 2-A bears interest at a fixed rate of four and sixty-eight hundredths percent (4.68%) per annum and matures on March 1, 2029. Veltrano Capital Lending Corp. has consented to the change of control of the Company effectuated by this Assignment, as evidenced by that certain Lender Consent and Approval Letter, dated as of May 17, 2024, executed by Veltrano Capital Lending Corp. (the "Lender Consent"). In connection with the Lender Consent, Assignee has executed and delivered to Veltrano Capital Lending Corp. a Replacement Carve-Out Guaranty (the "Replacement Guaranty") and a Loan Assumption Agreement (the "Assumption Agreement"), each dated as of the Assignment Effective Date. Simultaneously with the delivery of this Assignment, the existing carve-out guaranty of Assignor and its affiliates has been released by Veltrano Capital Lending Corp.

F. Conditions Satisfied. All conditions precedent to the closing of the transaction contemplated by the PSA have been satisfied or, where applicable, duly waived by the Party entitled to the benefit thereof. Without limiting the generality of the foregoing: (i) all required lender consents have been obtained, including the consent of Pinnacle Federal Bank, N.A. (received June 4, 2024), the consent of Veltrano Capital Lending Corp. (received May 17, 2024), and the consent of Sycamore Life Insurance Company (received May 22, 2024); (ii) tenant estoppel certificates representing approximately ninety-one and four-tenths percent (91.4%) of in-place annual base rent, totaling Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of aggregate in-place annual base rent of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000), have been received and approved by Assignee, which amount exceeds the eighty percent (80%) threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) established in Section 7.2(d) of the PSA; and (iii) thirty-four (34) of thirty-eight (38) required Major Tenant Subordination, Non-Disturbance, and Attornment Agreements (the "Major Tenant SNDAs") have been executed and delivered, with the four (4) remaining Major Tenant SNDAs subject to the terms of that certain Post-Closing SNDA Carve-Out Side Letter, dated as of the Assignment Effective Date, executed by both Parties (the "SNDA Side Letter"), pursuant to which Assignor has deposited Two Hundred Fifty Thousand Dollars ($250,000) into escrow as security for its post-closing obligations with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Purchase Price paid under the PSA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:

"Assignment Effective Date" means June 6, 2024, the date upon which this Assignment becomes effective and the Membership Interests are transferred from Assignor to Assignee.

"Assumed Obligations" means all obligations and liabilities of the holder of the Membership Interests arising from and after the Assignment Effective Date, including, without limitation, all obligations arising under the Company Operating Agreement, all leases and tenant agreements affecting the Property, all service contracts assumed pursuant to the PSA, and all obligations under the Loan Documents as assumed pursuant to the Assumption Agreement with Veltrano Capital Lending Corp., in each case to the extent attributable to the period from and after the Assignment Effective Date.

"Assumption Agreement" means the Loan Assumption Agreement, dated as of the Assignment Effective Date, by and among the Company, Assignee, and Veltrano Capital Lending Corp., pursuant to which Assignee assumes the obligations of the borrower and guarantor under the Loan Documents for Loan 2-A.

"Company" means GMP Buckhead LLC, a Delaware limited liability company, Employer Identification Number 84-2639901.

"Company Operating Agreement" means the Limited Liability Company Operating Agreement of GMP Buckhead LLC, as in effect immediately prior to the Assignment Effective Date, and as amended and restated effective as of the Assignment Effective Date to reflect Assignee as the sole member of the Company, in the form attached to the PSA as Exhibit R-3.

"Lender Consent" means the consent letter from Veltrano Capital Lending Corp., dated as of May 17, 2024, consenting to the change of control of the Company effectuated by this Assignment.

"Loan Documents" means, collectively, the Loan Agreement, dated as of February 1, 2021, by and between the Company, as borrower, and Veltrano Capital Lending Corp., as lender, as amended, together with the promissory note, deed to secure debt, security agreement, assignment of leases and rents, environmental indemnity agreement, guaranty, and all other instruments and documents executed by the Company or Assignor in connection with Loan 2-A, as each may have been amended, modified, restated, or supplemented from time to time prior to the Assignment Effective Date.

"Membership Interests" means one hundred percent (100%) of the issued and outstanding membership interests in the Company.

"Permitted Exceptions" means those title exceptions, encumbrances, easements, restrictions, and other matters affecting title to the Property that are set forth in Exhibit P to the PSA and that have been approved or deemed approved by Assignee in accordance with the terms of the PSA.

"Property" means the real property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, including all improvements, fixtures, and appurtenances thereto, as more particularly described in Exhibit A attached hereto.

"PSA" means the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024.

"Replacement Guaranty" means the Replacement Carve-Out Guaranty, dated as of the Assignment Effective Date, executed by Assignee in favor of Veltrano Capital Lending Corp., replacing the existing carve-out guaranty of Assignor and its affiliates.

"Retained Obligations" means all obligations and liabilities of the holder of the Membership Interests arising prior to the Assignment Effective Date, including, without limitation, any tax liabilities of the Company attributable to periods ending on or before the Assignment Effective Date, any obligations under leases or contracts attributable to periods prior to the Assignment Effective Date (subject to proration adjustments under the PSA), and any liabilities arising from or relating to the ownership, operation, or management of the Property or the Company prior to the Assignment Effective Date.

Section 1.2 — PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent that a defined term in this Assignment conflicts with the corresponding defined term in the PSA, the definition set forth in the PSA shall control, except where this Assignment expressly provides otherwise.

ARTICLE II

ASSIGNMENT

Section 2.1 — Assignment of Membership Interests. Effective as of the Assignment Effective Date, Assignor hereby irrevocably sells, transfers, assigns, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to the Membership Interests, representing one hundred percent (100%) of the issued and outstanding membership interests in GMP Buckhead LLC, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever, except for:

(a) the Permitted Exceptions set forth in Exhibit P to the PSA;

(b) the lien of the deed to secure debt, assignment of leases and rents, and related security instruments securing the Veltrano Capital mortgage (Loan 2-A) encumbering the Property, as assumed by Assignee pursuant to the Assumption Agreement;

(d) the terms and conditions of the Company Operating Agreement, as amended and restated effective as of the Assignment Effective Date.

The assignment, transfer, and conveyance of the Membership Interests is absolute and unconditional, and Assignor hereby relinquishes all right, title, and interest in and to the Membership Interests, and shall have no further rights, claims, or interests therein from and after the Assignment Effective Date.

Section 2.2 — Delivery. Concurrently with the execution and delivery of this Assignment, Assignor hereby delivers, or causes to be delivered, to Assignee the following:

(a) all certificates (if any) or other written evidence of ownership of the Membership Interests, together with any necessary endorsements or instruments of transfer;

(b) all books, records, minute books, membership ledgers, financial records, and other corporate or entity records of the Company in Assignor's possession or control, including, without limitation, annual and quarterly financial statements, bank statements, tax returns (including Forms 1065 and Georgia Form 700), work papers, and correspondence with the Internal Revenue Service and the Georgia Department of Revenue;

(c) all original organizational documents, including the Certificate of Formation, the Company Operating Agreement (as in effect immediately prior to the Assignment Effective Date), and any amendments thereto;

(d) all keys, access cards, passwords, and security codes for the Property, to the extent in Assignor's possession or control; and

(e) such other documents and instruments as are required to be delivered by Assignor at closing under the PSA.

Assignor acknowledges that the foregoing delivery obligation is a continuing obligation, and Assignor shall promptly deliver to Assignee any additional books, records, or documents of the Company that come into Assignor's possession or control after the Assignment Effective Date.

ARTICLE III

ASSUMPTION

Section 3.1 — Assumption of Obligations. Assignee hereby accepts the assignment of the Membership Interests and, effective as of the Assignment Effective Date, assumes and agrees to observe, perform, and discharge, in a timely manner and in accordance with their respective terms, all Assumed Obligations arising from and after the Assignment Effective Date, including, without limitation:

(a) all obligations of the sole member of the Company under the Company Operating Agreement, as amended and restated effective as of the Assignment Effective Date;

(b) all obligations of the landlord or lessor under all leases, subleases, licenses, and other occupancy agreements affecting the Property that are in effect as of the Assignment Effective Date, to the extent such obligations accrue from and after the Assignment Effective Date;

(c) all obligations under service contracts, maintenance agreements, management agreements, and other contracts assumed by Assignee pursuant to the PSA, to the extent such obligations accrue from and after the Assignment Effective Date;

(d) all obligations under the Loan Documents, as assumed by Assignee pursuant to the Assumption Agreement with Veltrano Capital Lending Corp., including, without limitation, all scheduled payments of principal and interest, reserve deposits, insurance requirements, financial reporting obligations, and compliance covenants;

(e) all obligations relating to the payment of real property taxes, assessments, and other governmental charges attributable to the Property for the period from and after the Assignment Effective Date, subject to proration adjustments under the PSA;

(f) all obligations arising under applicable federal, state, and local environmental laws and regulations with respect to the Property, to the extent attributable to the period from and after the Assignment Effective Date; and

(g) all other obligations and liabilities arising in connection with the ownership, operation, and management of the Company and the Property from and after the Assignment Effective Date.

Section 3.2 — Retained Obligations. Notwithstanding anything to the contrary contained in this Assignment or in the Company Operating Agreement, Assignor shall retain, and Assignee shall not assume or be responsible for, any Retained Obligations, including, without limitation:

(a) all obligations and liabilities of Assignor arising prior to the Assignment Effective Date, whether or not known or unknown, contingent or accrued, as of such date;

(b) all tax liabilities of the Company attributable to taxable periods (or portions thereof) ending on or before the Assignment Effective Date, including, without limitation, any income taxes, franchise taxes, withholding taxes, and transfer taxes;

(c) all liabilities arising from or relating to Assignor's breach of any representation, warranty, covenant, or agreement contained in the PSA; and

(d) all liabilities arising from any litigation, claims, or proceedings relating to the ownership, operation, or management of the Company or the Property that are attributable to acts, omissions, or events occurring prior to the Assignment Effective Date, except to the extent assumed by Assignee pursuant to the PSA.

The foregoing allocation of obligations between Retained Obligations and Assumed Obligations shall be subject to the proration and true-up provisions set forth in Section 8.4 of the PSA. The post-closing proration true-up deadline is September 4, 2024 (ninety (90) days following the closing date). Each Party agrees to cooperate in good faith in the preparation and verification of the post-closing proration true-up statement and to promptly remit any amounts due and owing as a result thereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

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

Section 4.1 — Organization and Authority. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all necessary power and authority to own, hold, and dispose of the Membership Interests and to carry on its business as presently conducted. Greystone Meridian Capital LLC, a Delaware limited liability company, is the sole general partner of Assignor, and has been duly authorized by all necessary action, including any required approvals of its members or managers and the limited partners of Assignor, to execute and deliver this Assignment on behalf of Assignor and to consummate the transactions contemplated hereby. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 4.2 — Ownership. Assignor is the sole member and the legal and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are owned by Assignor free and clear of all liens, claims, encumbrances, pledges, security interests, options, rights of first refusal, preemptive rights, community property interests, and restrictions of any kind or nature whatsoever, other than:

(a) restrictions on transfer arising under the Company Operating Agreement, which restrictions are being eliminated pursuant to the Amended and Restated Operating Agreement effective as of the Assignment Effective Date;

(b) restrictions on transfer arising under applicable federal and state securities laws; and

(c) the pledge of the Membership Interests securing the Veltrano Capital Loan Documents, to the extent that such pledge has been released at or prior to the closing of the transactions contemplated by the PSA, as evidenced by UCC-3 termination statements filed with the Delaware Secretary of State and the Fulton County, Georgia Clerk of Superior Court, each dated on or about the Assignment Effective Date.

No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests, and Assignor has not granted any option, warrant, right of first refusal, or other right to acquire any portion of the Membership Interests to any third party.

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, Greystone Meridian Capital LLC, or the Company; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignor, Greystone Meridian Capital LLC, or the Company; (c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, indenture, mortgage, or instrument to which Assignor, Greystone Meridian Capital LLC, or the Company is a party or by which any of them or their respective assets may be bound; or (d) result in the creation or imposition of any lien or encumbrance upon the Membership Interests or any assets of the Company.

Section 4.4 — Consents. All consents, approvals, authorizations, orders, filings, and registrations required for the valid execution, delivery, and performance of this Assignment by Assignor and the valid transfer of the Membership Interests to Assignee have been obtained or made. Without limiting the foregoing, the consent of Veltrano Capital Lending Corp., as lender under the Loan Documents, to the change of control of the Company effectuated by this Assignment has been obtained, as evidenced by the Lender Consent executed on May 17, 2024. No further consent of any limited partner of Assignor, any member or manager of Greystone Meridian Capital LLC, or any governmental authority is required in connection with this Assignment that has not already been obtained.

Section 4.5 — Bring-Down. The representations and warranties of Seller set forth in Article V of the PSA (including, without limitation, those relating to the Company, the Property, title, environmental matters, leases, contracts, litigation, and taxes) are brought down to the Assignment Effective Date and are true and correct in all material respects as of such date, as set forth in Seller's Closing Certificate, dated as of the Assignment Effective Date, executed concurrently herewith and delivered to Assignee at closing. Nothing has come to the attention of Assignor between the date of the PSA and the Assignment Effective Date that would cause any representation or warranty of Seller set forth in the PSA to be materially untrue or incorrect as of the Assignment Effective Date, except as disclosed in the Updated Disclosure Schedule delivered to Assignee on June 3, 2024.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

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

Section 5.1 — Organization and Authority. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with all necessary power and authority to acquire, own, and hold the Membership Interests and to carry on its business as presently conducted. The Board of Trustees of Assignee has duly authorized the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby, and no further action on the part of the shareholders of Assignee is required. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 5.2 — Financial Capacity. Assignee represents and warrants that it has the financial capacity to perform all of its obligations under this Assignment and the Assumed Obligations, including, without limitation, compliance with the Guarantor Net Worth Covenant (requiring a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000)) and the Guarantor Liquidity Covenant (requiring minimum liquid assets of Fifty Million Dollars ($50,000,000)) under the Replacement Carve-Out Guaranty delivered by Assignee to Veltrano Capital Lending Corp. in connection with the assumption of Loan 2-A. As of the Assignment Effective Date, Assignee's tangible net worth and liquid assets each exceed the applicable covenant thresholds, and Assignee has no reason to believe that it will be unable to satisfy such covenants during the remaining term of Loan 2-A.

Section 5.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Declaration of Trust, bylaws, or other organizational documents of Assignee; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignee; or (c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, indenture, mortgage, or instrument to which Assignee is a party or by which Assignee or its assets may be bound.

ARTICLE VI

ARTICLE VII

TITLE AND SURVEY MATTERS

Section 7.1 — Title Insurance. Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President, Title Officer; 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303; telephone: (404) 555-4100) has committed to issue an ALTA Owner's Policy of Title Insurance (2021 form) insuring Assignee's interest in the Property (through the Company) as part of the aggregate insured amount of One Billion One Hundred Million Dollars ($1,100,000,000), allocated among the fourteen (14) properties comprising the portfolio in accordance with the property allocation schedule agreed upon by the Parties and Commonwealth National Title Insurance Company. The title policy will be subject only to the Permitted Exceptions applicable to the Property, as set forth in Exhibit P to the PSA. Assignor shall pay the premium for the owner's title policy, and Assignee shall pay the premium for any lender's title policy and any endorsements requested by Assignee, in each case in accordance with Section 10.2 of the PSA.

Section 7.2 — Survey. An ALTA/NSPS Land Title Survey of the Property has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, P.L.S., P.E., Georgia Registration No. PLS-3642), dated March 15, 2024, last revised May 20, 2024, and has been certified to Assignee, Commonwealth National Title Insurance Company, Veltrano Capital Lending Corp., and each other lender requiring certification pursuant to the PSA. The survey reflects no material encroachments, boundary discrepancies, or other survey defects not previously disclosed to Assignee and approved or deemed approved as part of the Permitted Exceptions.

Section 7.3 — Permitted Exceptions. The Membership Interests are transferred, and the Property is owned by the Company, subject to the Permitted Exceptions applicable to the Property as set forth in Exhibit P to the PSA, which Permitted Exceptions include, without limitation, real property taxes and assessments for the current tax year (not yet due and payable), the lien of the Veltrano Capital mortgage (Loan 2-A), easements and restrictions of record, zoning ordinances and governmental regulations, and such other matters as are specifically identified in the title commitment issued by Commonwealth National Title Insurance Company and approved or deemed approved by Assignee during the due diligence period under the PSA.

ARTICLE VIII

PROPERTY CONDITION MATTERS

Section 8.1 — PCA Credit. The property condition assessment of Buckhead Place Office Tower was prepared by Rampart Building Sciences, Inc. (Alan Westbrook, P.E., Georgia Registration No. PE-041577), in a report dated April 5, 2024 (the "PCA Report"), and identified estimated immediate repair costs for the Property in the amount of Eight Hundred Ninety Thousand Dollars ($890,000). The PCA Report identified repairs and capital expenditures primarily relating to HVAC system component replacements, waterproofing remediation on the parking structure, and elevator modernization work. The aggregate property condition assessment credit across four (4) properties within the portfolio (including the Property), representing fifty percent (50%) of the total Two Million One Hundred Forty Thousand Dollars ($2,140,000) in estimated immediate repair costs identified by Rampart Building Sciences, Inc. across such four properties, resulted in a PCA credit to Assignee in the amount of One Million Seventy Thousand Dollars ($1,070,000), which credit has been applied as a reduction to the Purchase Price at closing in accordance with Section 8.6 of the PSA. Assignee acknowledges that, except as expressly set forth in the PSA, the Property is being acquired on an "as-is, where-is" basis, and the PCA credit constitutes the sole and exclusive remedy of Assignee with respect to the physical condition matters identified in the PCA Report.

ARTICLE IX

PSA GOVERNS

Section 9.1 — Subject to PSA. This Assignment is delivered pursuant to and subject to all the terms, covenants, conditions, representations, warranties, indemnities, limitations of liability, and other provisions of the PSA, all of which are incorporated herein by this reference as if fully set forth at length. The PSA shall be read and construed together with this Assignment as a single, integrated agreement of the Parties. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Assignment and the provisions of the PSA, the terms and provisions of the PSA shall control and govern; provided, however, that this Section 9.1 shall not be construed to limit or diminish any right, remedy, or obligation that is expressly and specifically set forth in this Assignment and not addressed in the PSA.

Section 9.2 — Indemnification. The indemnification obligations of the Parties set forth in Article XII of the PSA shall apply to this Assignment and the transactions contemplated hereby, with the same force and effect as if such indemnification provisions were set forth in full herein. Without limiting the generality of the foregoing, the following caps, thresholds, and escrow provisions under the PSA shall apply to any indemnification claims arising under or in connection with this Assignment:

(a) General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price, which cap applies to all indemnification claims based on breaches of general representations and warranties;

(b) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Purchase Price, which cap applies to indemnification claims based on breaches of fundamental representations and warranties (including representations as to organization, authority, ownership of the Membership Interests, and tax matters);

(c) Basket: Five Million Five Hundred Thousand Dollars ($5,500,000), on a tipping basis, meaning that Assignor shall have no liability for indemnification claims until the aggregate amount of all qualifying losses exceeds such amount, at which point Assignor shall be liable for all qualifying losses from the first dollar;

(d) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, meaning that individual claims for losses below such amount shall not be counted toward the Basket or any cap;

(e) Indemnity Escrow: Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited into an escrow account maintained by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Indemnity Escrow Agreement dated as of the Assignment Effective Date, as security for Assignor's indemnification obligations under the PSA, which escrow shall be held and released in accordance with the terms of the Indemnity Escrow Agreement; and

(f) Representations and Warranties Insurance: A representations and warranties insurance policy (Policy No. SSI-2024-04872) has been issued by Sentinel Specialty Insurance Company in favor of Assignee, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), providing additional coverage for losses arising from breaches of Assignor's representations and warranties under the PSA, subject to the terms, conditions, and exclusions set forth in such policy.

Section 9.3 — Survival. The representations and warranties of the Parties contained in this Assignment and in the PSA shall survive the closing as follows:

(a) General Representations: General representations and warranties (including, without limitation, representations and warranties relating to the Property, leases, contracts, environmental matters, and litigation) shall survive for a period of eighteen (18) months following the closing date, expiring on December 6, 2025;

(b) Tax Representations: Representations and warranties relating to tax matters shall survive for a period of thirty-six (36) months following the closing date, expiring on June 6, 2027; and

(c) Fundamental Representations: Representations and warranties relating to organization, authority, ownership of the Membership Interests, and broker's fees (collectively, the "Fundamental Representations") shall survive for a period of thirty-six (36) months following the closing date, expiring on June 6, 2027.

No claim for indemnification based on a breach of any representation or warranty may be asserted after the expiration of the applicable survival period, unless written notice of such claim, describing in reasonable detail the nature and basis thereof, has been delivered to the indemnifying Party prior to the expiration of such survival period, in which case such claim shall survive until finally resolved.

ARTICLE X

MISCELLANEOUS

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 rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The foregoing choice of law is consistent with Section 14.9 of the PSA, and the Parties agree that the forum selection and dispute resolution provisions set forth in the PSA shall apply to any disputes arising under or in connection with this Assignment.

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 its rights or obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights hereunder to a wholly owned subsidiary or affiliate without Assignor's consent, provided that such assignment shall not release Assignee from its obligations hereunder.

Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, portable document format (PDF), or other electronic means (including via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be deemed original signatures for all purposes and shall be sufficient to bind the Party so signing. The Parties agree that this Assignment may be maintained in electronic form and that neither Party shall contest the validity, enforceability, or admissibility of this Assignment solely on the ground that it was executed or transmitted electronically.

Section 10.4 — Entire Agreement. This Assignment, together with the PSA and all exhibits, schedules, side letters, escrow agreements, and ancillary documents executed and delivered in connection therewith (including, without limitation, the Indemnity Escrow Agreement, the SNDA Side Letter, the Transition Services Agreement, the Assumption Agreement, the Replacement Guaranty, and the Seller's Closing Certificate), constitutes the entire agreement of the Parties with respect to the assignment and assumption of the Membership Interests in GMP Buckhead LLC and supersedes all prior negotiations, representations, understandings, and agreements (whether oral or written) between the Parties relating thereto.

Section 10.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under this Assignment shall be in writing and shall be deemed to have been duly given or made (i) when delivered in person, (ii) when transmitted by electronic mail (with confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (iv) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, 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 and Elise Rathborne

Email: vlansdell@greystonemeridian.com; erathborne@greystonemeridian.com

Telephone: (404) 555-3200

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

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

Attention: Nathaniel Pryce

Email: npryce@blackridgehayes.com

Telephone: (212) 555-8400

If to Assignee:

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

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

and David Elgin Park, General Counsel

Email: mdevereaux@fairwaterreit.com; depark@fairwaterreit.com

Telephone: (443) 555-6000

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

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

Attention: Douglas Fairchild

Email: dfairchild@calderwoodharkness.com

Telephone: (212) 555-9200

Either Party may change its address for notice purposes by giving written notice of such change to the other Party in accordance with this Section 10.5.

Section 10.6 — Further Assurances. Each Party agrees to execute and deliver, from time to time after the Assignment Effective Date, such additional documents, instruments, certificates, and agreements as may be reasonably requested by the other Party in order to carry out the provisions and intent of this Assignment and to effectuate the transactions contemplated hereby. Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee in connection with:

(a) any filings with the Delaware Secretary of State required in connection with the amendment and restatement of the Company Operating Agreement or the update of the Company's registered agent or registered office information;

(b) any filings required to update or maintain the Company's foreign qualification or certificate of authority in the State of Georgia;

(c) the preparation and filing of UCC-3 amendment statements or termination statements with the Delaware Secretary of State and the Fulton County, Georgia Clerk of Superior Court to release any financing statements previously filed to secure Assignor's interest in the Membership Interests or any assets of the Company;

(d) any notifications to tenants, vendors, utility providers, and governmental authorities regarding the change of ownership of the Company;

(e) the preparation and filing of all tax returns and informational returns of the Company for the short taxable period ending on the Assignment Effective Date; and

(f) any other actions reasonably necessary to vest in Assignee full and complete ownership and control of the Membership Interests and the Company.

Section 10.7 — Amendments. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be binding on either Party.

Section 10.8 — Severability. If any provision of this Assignment, or the application of any such provision to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Assignment shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the economic, business, and legal objectives of the invalid or unenforceable provision.

Section 10.9 — Waiver. No waiver of any provision of this Assignment or any breach or default hereunder shall be effective unless such waiver is in writing and signed by the Party against whom enforcement of the waiver is sought. No waiver of any provision shall be deemed or shall constitute a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The failure or delay of either Party in exercising any right, power, or privilege under this Assignment shall not operate as a waiver thereof.

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

[Signature Page Follows]

SIGNATURE PAGE

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Buckhead LLC

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

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

Legal Description — Buckhead Place Office Tower

All that tract or parcel of land lying and being in Land Lot 56 of the 17th District of Fulton County, Georgia, and being more particularly described as follows:

BEGINNING at a point located at the intersection of the southwesterly right-of-way line of Peachtree Road NE (having a variable right-of-way width) and the northwesterly right-of-way line of Buckhead Loop NE (having a 60-foot right-of-way width), said point of beginning having Georgia State Plane Coordinates (NAD 83, West Zone) of Northing 1,396,254.32 and Easting 2,234,871.07;

THENCE along the southwesterly right-of-way line of Peachtree Road NE, North 32 degrees 14 minutes 28 seconds West, a distance of 412.36 feet to a point;

THENCE leaving said right-of-way, South 57 degrees 45 minutes 32 seconds West, a distance of 327.18 feet to a point;

THENCE South 32 degrees 14 minutes 28 seconds East, a distance of 253.61 feet to a point;

THENCE South 14 degrees 52 minutes 03 seconds East, a distance of 184.29 feet to a point on the northwesterly right-of-way line of Buckhead Loop NE;

THENCE along the northwesterly right-of-way line of Buckhead Loop NE, North 57 degrees 45 minutes 32 seconds East, a distance of 389.42 feet to the POINT OF BEGINNING.

Said tract or parcel containing 3.27 acres, more or less, and being the same property conveyed to GMP Buckhead LLC by that certain Limited Warranty Deed recorded in Deed Book 62381, Page 0472, Records of the Clerk of Superior Court of Fulton County, Georgia.

Tax Parcel Identification Number: 17-0056-LL-042-7

ALTA/NSPS Land Title Survey Reference: ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc., Daniel Caulfield, P.L.S., P.E. (Georgia Registration No. PLS-3642), dated March 15, 2024, last revised May 20, 2024, Job No. MLS-2024-0387.

Recording References:

All recording references are to the records of the Clerk of Superior Court of Fulton County, Georgia, unless otherwise noted.

EXHIBIT B

COMPANY ORGANIZATIONAL INFORMATION

The following organizational documents and information relating to GMP Buckhead LLC (the "Company") have been delivered to, or are being made available to, Assignee concurrently with the execution and delivery of this Assignment:

1. Certificate of Formation. Certificate of Formation of GMP Buckhead LLC, filed with the Secretary of State of the State of Delaware on August 27, 2018, File Number 7134826.

2. Certificate of Good Standing (Delaware). Certificate of Good Standing for GMP Buckhead LLC issued by the Secretary of State of the State of Delaware, dated June 3, 2024, confirming that the Company is in good standing and has not been dissolved or revoked.

3. Certificate of Authority / Foreign Qualification (Georgia). Certificate of Authority for GMP Buckhead LLC as a foreign limited liability company registered to transact business in the State of Georgia, issued by the Georgia Secretary of State, Corporations Division, dated September 10, 2018, Control Number 18095724. The Company's Georgia annual registration is current and in good standing as of the Assignment Effective Date.

4. Employer Identification Number. The Company's Employer Identification Number (EIN) is 84-2639901, as assigned by the Internal Revenue Service.

5. Operating Agreement.

(a) Current Operating Agreement: The Limited Liability Company Operating Agreement of GMP Buckhead LLC, dated as of August 27, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member, as amended by that certain First Amendment to Operating Agreement, dated as of February 1, 2021 (executed in connection with the Veltrano Capital financing) (collectively, the "Current Operating Agreement"). The Current Operating Agreement was in effect immediately prior to the Assignment Effective Date.

(b) Amended and Restated Operating Agreement: Effective as of the Assignment Effective Date, the Current Operating Agreement is superseded in its entirety by the Amended and Restated Limited Liability Company Operating Agreement of GMP Buckhead LLC (the "A&R Operating Agreement"), executed by Fairwater Real Estate Investment Trust, as the sole member, in the form attached to the PSA as Exhibit R-3. The A&R Operating Agreement reflects Assignee as the sole member of the Company and contains such terms and provisions as are customary for a single-member limited liability company owned by a publicly traded real estate investment trust.

6. Managers / Authorized Persons. Effective as of the Assignment Effective Date, the managers and authorized signatories of the Company shall be the individuals designated by Assignee in the A&R Operating Agreement, replacing all prior managers and authorized persons designated by Assignor.

7. Registered Agent Information.

ACKNOWLEDGMENT — NOTARIZATION PAGE

ACKNOWLEDGMENT OF ASSIGNOR

STATE OF GEORGIA COUNTY OF FULTON

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Buckhead LLC
Execution Date: June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Assignment Effective Date"), by and between:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company;
and
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer").
Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."
This Assignment is delivered pursuant to and in connection with that certain Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by (i) that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (as so amended, the "PSA"). This Assignment is one of fourteen (14) assignment instruments being delivered concurrently at closing under the PSA, each relating to one of the fourteen (14) property-owning limited liability companies whose membership interests are being transferred as part of the portfolio transaction contemplated thereby.
RECITALS
WHEREAS, the Parties desire to set forth the terms and conditions upon which the Assignor shall assign, and the Assignee shall accept and assume, the Membership Interests (as defined below) in GMP Buckhead LLC, a Delaware limited liability company;
A. The Company. GMP Buckhead LLC (the "Company") is a Delaware limited liability company, Employer Identification Number 84-2639901, duly formed and validly existing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). The Company is the sole owner of that certain real property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, and more particularly described in Exhibit A attached hereto (the "Property"). The Property is a Class A office building comprising approximately 285,000 rentable square feet, completed in 2018, situated in the Buckhead submarket of Atlanta, Fulton County, Georgia. The Company holds fee simple title to the Property subject only to the Permitted Exceptions (as defined in the PSA) and the lien of the Veltrano Capital mortgage described below.
B. Assignor's Ownership. Assignor is Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, Employer Identification Number 83-1647205, with its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801. The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company, Employer Identification Number 83-1520984. Assignor is the sole member and the legal and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor acquired the Membership Interests at the time of the Company's formation and has continuously held the Membership Interests without interruption or dilution since such date. No other person or entity holds, or has ever held, any membership interest, equity interest, profit interest, or other ownership interest in the Company.
C. The PSA. Pursuant to the PSA, Assignor agreed to sell, transfer, assign, and convey to Assignee, and Assignee agreed to purchase, acquire, and assume from Assignor, all of the Membership Interests, together with the membership interests in thirteen (13) other property-owning Delaware limited liability companies, as part of a portfolio transaction with an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The Purchase Price is subject to adjustment pursuant to the terms of the PSA, including, without limitation, a property condition assessment credit in the aggregate amount of One Million Seventy Thousand Dollars ($1,070,000), proration adjustments set forth in Section 8.4 of the PSA, and other customary closing adjustments. The portion of the Purchase Price allocated to the Membership Interests in the Company and, accordingly, to the Property, was determined by the Parties pursuant to the allocation schedule attached to the PSA as Exhibit Q, which allocation was agreed upon for all purposes, including federal and state income tax reporting under Section 1060 of the Internal Revenue Code of 1986, as amended.
D. Assignee. Assignee is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, Employer Identification Number 52-2198437, with its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has been duly organized and is validly existing and in good standing under the laws of the State of Maryland, and has the legal capacity, power, and authority to acquire, hold, and manage the Membership Interests in the Company and to carry out the transactions contemplated by this Assignment and the PSA.
E. Assumed Debt. The Property is encumbered by a mortgage loan (designated as "Loan 2-A" in the PSA) from Veltrano Capital Lending Corp., a Delaware corporation, pursuant to that certain Loan Agreement, dated as of February 1, 2021, by and between the Company, as borrower, and Veltrano Capital Lending Corp., as lender, as amended by that certain First Amendment to Loan Agreement, dated as of August 15, 2022, and that certain Second Amendment to Loan Agreement, dated as of January 10, 2023 (as so amended, and together with the related promissory note, deed to secure debt, security agreement, assignment of leases and rents, environmental indemnity agreement, guaranty, and all other instruments and documents executed in connection therewith, collectively, the "Loan Documents"). As of February 28, 2024, the outstanding principal balance of Loan 2-A, together with the outstanding principal balances of Loans 2-B, 2-C, and 2-D (each made by Veltrano Capital Lending Corp. to other property-owning entities within the portfolio), was in the aggregate amount of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000). Loan 2-A bears interest at a fixed rate of four and sixty-eight hundredths percent (4.68%) per annum and matures on March 1, 2029. Veltrano Capital Lending Corp. has consented to the change of control of the Company effectuated by this Assignment, as evidenced by that certain Lender Consent and Approval Letter, dated as of May 17, 2024, executed by Veltrano Capital Lending Corp. (the "Lender Consent"). In connection with the Lender Consent, Assignee has executed and delivered to Veltrano Capital Lending Corp. a Replacement Carve-Out Guaranty (the "Replacement Guaranty") and a Loan Assumption Agreement (the "Assumption Agreement"), each dated as of the Assignment Effective Date. Simultaneously with the delivery of this Assignment, the existing carve-out guaranty of Assignor and its affiliates has been released by Veltrano Capital Lending Corp.
F. Conditions Satisfied. All conditions precedent to the closing of the transaction contemplated by the PSA have been satisfied or, where applicable, duly waived by the Party entitled to the benefit thereof. Without limiting the generality of the foregoing: (i) all required lender consents have been obtained, including the consent of Pinnacle Federal Bank, N.A. (received June 4, 2024), the consent of Veltrano Capital Lending Corp. (received May 17, 2024), and the consent of Sycamore Life Insurance Company (received May 22, 2024); (ii) tenant estoppel certificates representing approximately ninety-one and four-tenths percent (91.4%) of in-place annual base rent, totaling Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of aggregate in-place annual base rent of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000), have been received and approved by Assignee, which amount exceeds the eighty percent (80%) threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) established in Section 7.2(d) of the PSA; and (iii) thirty-four (34) of thirty-eight (38) required Major Tenant Subordination, Non-Disturbance, and Attornment Agreements (the "Major Tenant SNDAs") have been executed and delivered, with the four (4) remaining Major Tenant SNDAs subject to the terms of that certain Post-Closing SNDA Carve-Out Side Letter, dated as of the Assignment Effective Date, executed by both Parties (the "SNDA Side Letter"), pursuant to which Assignor has deposited Two Hundred Fifty Thousand Dollars ($250,000) into escrow as security for its post-closing obligations with respect thereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Purchase Price paid under the PSA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:
"Assignment Effective Date" means June 6, 2024, the date upon which this Assignment becomes effective and the Membership Interests are transferred from Assignor to Assignee.
"Assumed Obligations" means all obligations and liabilities of the holder of the Membership Interests arising from and after the Assignment Effective Date, including, without limitation, all obligations arising under the Company Operating Agreement, all leases and tenant agreements affecting the Property, all service contracts assumed pursuant to the PSA, and all obligations under the Loan Documents as assumed pursuant to the Assumption Agreement with Veltrano Capital Lending Corp., in each case to the extent attributable to the period from and after the Assignment Effective Date.
"Assumption Agreement" means the Loan Assumption Agreement, dated as of the Assignment Effective Date, by and among the Company, Assignee, and Veltrano Capital Lending Corp., pursuant to which Assignee assumes the obligations of the borrower and guarantor under the Loan Documents for Loan 2-A.
"Company" means GMP Buckhead LLC, a Delaware limited liability company, Employer Identification Number 84-2639901.
"Company Operating Agreement" means the Limited Liability Company Operating Agreement of GMP Buckhead LLC, as in effect immediately prior to the Assignment Effective Date, and as amended and restated effective as of the Assignment Effective Date to reflect Assignee as the sole member of the Company, in the form attached to the PSA as Exhibit R-3.
"Lender Consent" means the consent letter from Veltrano Capital Lending Corp., dated as of May 17, 2024, consenting to the change of control of the Company effectuated by this Assignment.
"Loan Documents" means, collectively, the Loan Agreement, dated as of February 1, 2021, by and between the Company, as borrower, and Veltrano Capital Lending Corp., as lender, as amended, together with the promissory note, deed to secure debt, security agreement, assignment of leases and rents, environmental indemnity agreement, guaranty, and all other instruments and documents executed by the Company or Assignor in connection with Loan 2-A, as each may have been amended, modified, restated, or supplemented from time to time prior to the Assignment Effective Date.
"Membership Interests" means one hundred percent (100%) of the issued and outstanding membership interests in the Company.
"Permitted Exceptions" means those title exceptions, encumbrances, easements, restrictions, and other matters affecting title to the Property that are set forth in Exhibit P to the PSA and that have been approved or deemed approved by Assignee in accordance with the terms of the PSA.
"Property" means the real property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, including all improvements, fixtures, and appurtenances thereto, as more particularly described in Exhibit A attached hereto.
"PSA" means the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024.
"Replacement Guaranty" means the Replacement Carve-Out Guaranty, dated as of the Assignment Effective Date, executed by Assignee in favor of Veltrano Capital Lending Corp., replacing the existing carve-out guaranty of Assignor and its affiliates.
"Retained Obligations" means all obligations and liabilities of the holder of the Membership Interests arising prior to the Assignment Effective Date, including, without limitation, any tax liabilities of the Company attributable to periods ending on or before the Assignment Effective Date, any obligations under leases or contracts attributable to periods prior to the Assignment Effective Date (subject to proration adjustments under the PSA), and any liabilities arising from or relating to the ownership, operation, or management of the Property or the Company prior to the Assignment Effective Date.
Section 1.2 — PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent that a defined term in this Assignment conflicts with the corresponding defined term in the PSA, the definition set forth in the PSA shall control, except where this Assignment expressly provides otherwise.
ARTICLE II
ASSIGNMENT
Section 2.1 — Assignment of Membership Interests. Effective as of the Assignment Effective Date, Assignor hereby irrevocably sells, transfers, assigns, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to the Membership Interests, representing one hundred percent (100%) of the issued and outstanding membership interests in GMP Buckhead LLC, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever, except for:
(a) the Permitted Exceptions set forth in Exhibit P to the PSA;
(b) the lien of the deed to secure debt, assignment of leases and rents, and related security instruments securing the Veltrano Capital mortgage (Loan 2-A) encumbering the Property, as assumed by Assignee pursuant to the Assumption Agreement;
(c) restrictions on transfer arising under applicable federal and state securities laws; and
(d) the terms and conditions of the Company Operating Agreement, as amended and restated effective as of the Assignment Effective Date.
The assignment, transfer, and conveyance of the Membership Interests is absolute and unconditional, and Assignor hereby relinquishes all right, title, and interest in and to the Membership Interests, and shall have no further rights, claims, or interests therein from and after the Assignment Effective Date.
Section 2.2 — Delivery. Concurrently with the execution and delivery of this Assignment, Assignor hereby delivers, or causes to be delivered, to Assignee the following:
(a) all certificates (if any) or other written evidence of ownership of the Membership Interests, together with any necessary endorsements or instruments of transfer;
(b) all books, records, minute books, membership ledgers, financial records, and other corporate or entity records of the Company in Assignor's possession or control, including, without limitation, annual and quarterly financial statements, bank statements, tax returns (including Forms 1065 and Georgia Form 700), work papers, and correspondence with the Internal Revenue Service and the Georgia Department of Revenue;
(c) all original organizational documents, including the Certificate of Formation, the Company Operating Agreement (as in effect immediately prior to the Assignment Effective Date), and any amendments thereto;
(d) all keys, access cards, passwords, and security codes for the Property, to the extent in Assignor's possession or control; and
(e) such other documents and instruments as are required to be delivered by Assignor at closing under the PSA.
Assignor acknowledges that the foregoing delivery obligation is a continuing obligation, and Assignor shall promptly deliver to Assignee any additional books, records, or documents of the Company that come into Assignor's possession or control after the Assignment Effective Date.
ARTICLE III
ASSUMPTION
Section 3.1 — Assumption of Obligations. Assignee hereby accepts the assignment of the Membership Interests and, effective as of the Assignment Effective Date, assumes and agrees to observe, perform, and discharge, in a timely manner and in accordance with their respective terms, all Assumed Obligations arising from and after the Assignment Effective Date, including, without limitation:
(a) all obligations of the sole member of the Company under the Company Operating Agreement, as amended and restated effective as of the Assignment Effective Date;
(b) all obligations of the landlord or lessor under all leases, subleases, licenses, and other occupancy agreements affecting the Property that are in effect as of the Assignment Effective Date, to the extent such obligations accrue from and after the Assignment Effective Date;
(c) all obligations under service contracts, maintenance agreements, management agreements, and other contracts assumed by Assignee pursuant to the PSA, to the extent such obligations accrue from and after the Assignment Effective Date;
(d) all obligations under the Loan Documents, as assumed by Assignee pursuant to the Assumption Agreement with Veltrano Capital Lending Corp., including, without limitation, all scheduled payments of principal and interest, reserve deposits, insurance requirements, financial reporting obligations, and compliance covenants;
(e) all obligations relating to the payment of real property taxes, assessments, and other governmental charges attributable to the Property for the period from and after the Assignment Effective Date, subject to proration adjustments under the PSA;
(f) all obligations arising under applicable federal, state, and local environmental laws and regulations with respect to the Property, to the extent attributable to the period from and after the Assignment Effective Date; and
(g) all other obligations and liabilities arising in connection with the ownership, operation, and management of the Company and the Property from and after the Assignment Effective Date.
Section 3.2 — Retained Obligations. Notwithstanding anything to the contrary contained in this Assignment or in the Company Operating Agreement, Assignor shall retain, and Assignee shall not assume or be responsible for, any Retained Obligations, including, without limitation:
(a) all obligations and liabilities of Assignor arising prior to the Assignment Effective Date, whether or not known or unknown, contingent or accrued, as of such date;
(b) all tax liabilities of the Company attributable to taxable periods (or portions thereof) ending on or before the Assignment Effective Date, including, without limitation, any income taxes, franchise taxes, withholding taxes, and transfer taxes;
(c) all liabilities arising from or relating to Assignor's breach of any representation, warranty, covenant, or agreement contained in the PSA; and
(d) all liabilities arising from any litigation, claims, or proceedings relating to the ownership, operation, or management of the Company or the Property that are attributable to acts, omissions, or events occurring prior to the Assignment Effective Date, except to the extent assumed by Assignee pursuant to the PSA.
The foregoing allocation of obligations between Retained Obligations and Assumed Obligations shall be subject to the proration and true-up provisions set forth in Section 8.4 of the PSA. The post-closing proration true-up deadline is September 4, 2024 (ninety (90) days following the closing date). Each Party agrees to cooperate in good faith in the preparation and verification of the post-closing proration true-up statement and to promptly remit any amounts due and owing as a result thereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and warranties to Assignee as of the Assignment Effective Date:
Section 4.1 — Organization and Authority. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all necessary power and authority to own, hold, and dispose of the Membership Interests and to carry on its business as presently conducted. Greystone Meridian Capital LLC, a Delaware limited liability company, is the sole general partner of Assignor, and has been duly authorized by all necessary action, including any required approvals of its members or managers and the limited partners of Assignor, to execute and deliver this Assignment on behalf of Assignor and to consummate the transactions contemplated hereby. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 4.2 — Ownership. Assignor is the sole member and the legal and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are owned by Assignor free and clear of all liens, claims, encumbrances, pledges, security interests, options, rights of first refusal, preemptive rights, community property interests, and restrictions of any kind or nature whatsoever, other than:
(a) restrictions on transfer arising under the Company Operating Agreement, which restrictions are being eliminated pursuant to the Amended and Restated Operating Agreement effective as of the Assignment Effective Date;
(b) restrictions on transfer arising under applicable federal and state securities laws; and
(c) the pledge of the Membership Interests securing the Veltrano Capital Loan Documents, to the extent that such pledge has been released at or prior to the closing of the transactions contemplated by the PSA, as evidenced by UCC-3 termination statements filed with the Delaware Secretary of State and the Fulton County, Georgia Clerk of Superior Court, each dated on or about the Assignment Effective Date.
No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests, and Assignor has not granted any option, warrant, right of first refusal, or other right to acquire any portion of the Membership Interests to any third party.
Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, Greystone Meridian Capital LLC, or the Company; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignor, Greystone Meridian Capital LLC, or the Company; (c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, indenture, mortgage, or instrument to which Assignor, Greystone Meridian Capital LLC, or the Company is a party or by which any of them or their respective assets may be bound; or (d) result in the creation or imposition of any lien or encumbrance upon the Membership Interests or any assets of the Company.
Section 4.4 — Consents. All consents, approvals, authorizations, orders, filings, and registrations required for the valid execution, delivery, and performance of this Assignment by Assignor and the valid transfer of the Membership Interests to Assignee have been obtained or made. Without limiting the foregoing, the consent of Veltrano Capital Lending Corp., as lender under the Loan Documents, to the change of control of the Company effectuated by this Assignment has been obtained, as evidenced by the Lender Consent executed on May 17, 2024. No further consent of any limited partner of Assignor, any member or manager of Greystone Meridian Capital LLC, or any governmental authority is required in connection with this Assignment that has not already been obtained.
Section 4.5 — Bring-Down. The representations and warranties of Seller set forth in Article V of the PSA (including, without limitation, those relating to the Company, the Property, title, environmental matters, leases, contracts, litigation, and taxes) are brought down to the Assignment Effective Date and are true and correct in all material respects as of such date, as set forth in Seller's Closing Certificate, dated as of the Assignment Effective Date, executed concurrently herewith and delivered to Assignee at closing. Nothing has come to the attention of Assignor between the date of the PSA and the Assignment Effective Date that would cause any representation or warranty of Seller set forth in the PSA to be materially untrue or incorrect as of the Assignment Effective Date, except as disclosed in the Updated Disclosure Schedule delivered to Assignee on June 3, 2024.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and warranties to Assignor as of the Assignment Effective Date:
Section 5.1 — Organization and Authority. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with all necessary power and authority to acquire, own, and hold the Membership Interests and to carry on its business as presently conducted. The Board of Trustees of Assignee has duly authorized the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby, and no further action on the part of the shareholders of Assignee is required. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 5.2 — Financial Capacity. Assignee represents and warrants that it has the financial capacity to perform all of its obligations under this Assignment and the Assumed Obligations, including, without limitation, compliance with the Guarantor Net Worth Covenant (requiring a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000)) and the Guarantor Liquidity Covenant (requiring minimum liquid assets of Fifty Million Dollars ($50,000,000)) under the Replacement Carve-Out Guaranty delivered by Assignee to Veltrano Capital Lending Corp. in connection with the assumption of Loan 2-A. As of the Assignment Effective Date, Assignee's tangible net worth and liquid assets each exceed the applicable covenant thresholds, and Assignee has no reason to believe that it will be unable to satisfy such covenants during the remaining term of Loan 2-A.
Section 5.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Declaration of Trust, bylaws, or other organizational documents of Assignee; (b) violate or conflict with any law, statute, rule, regulation, order, judgment, or decree applicable to Assignee; or (c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, indenture, mortgage, or instrument to which Assignee is a party or by which Assignee or its assets may be bound.
ARTICLE VI
COMPANY INFORMATION
Section 6.1 — Company Details. The following information pertains to the Company as of the Assignment Effective Date:
Section 6.2 — Operating Accounts. The Company maintains its operating accounts, including its operating account, security deposit account, and real estate tax escrow account, at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking; bank EIN: 58-1834672). The account numbers and current balances as of the Assignment Effective Date are set forth in the Closing Proration Statement delivered concurrently herewith. Account signatories shall be updated to Assignee's designees upon the closing, and Assignor shall execute such bank resolutions, signature cards, and authorizations as may be required by Magnolia Commerce Bank, N.A. to effectuate such changes. Assignor shall have no further authority to transact business on any Company bank account from and after the Assignment Effective Date.
Section 6.3 — Property Management. The current property manager of the Property is Argyle Property Services LLC, a Delaware limited liability company and affiliate of Seller, with offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick; telephone: (404) 555-7823; email: skilpatrick@argylepropertyservices.com). Effective as of the Assignment Effective Date, the existing property management agreement between the Company and Argyle Property Services LLC shall be terminated in accordance with Section 9.3(b) of the PSA, and post-closing property management of the Property shall transition to Fairwater Property Management LLC, a Delaware limited liability company and affiliate of Assignee, with offices at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (SVP Operations: Leah Torrance; telephone: (443) 555-2190; email: ltorrance@fairwaterpm.com), pursuant to a new property management agreement to be entered into between the Company and Fairwater Property Management LLC on or about the Assignment Effective Date. During the transition period, property management services shall be provided by Argyle Property Services LLC in accordance with that certain Transition Services Agreement, dated as of June 6, 2024, by and between Assignor (on behalf of Argyle Property Services LLC) and Assignee, which Transition Services Agreement provides for a transition period of ninety (90) days at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month.
ARTICLE VII
TITLE AND SURVEY MATTERS
Section 7.1 — Title Insurance. Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President, Title Officer; 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303; telephone: (404) 555-4100) has committed to issue an ALTA Owner's Policy of Title Insurance (2021 form) insuring Assignee's interest in the Property (through the Company) as part of the aggregate insured amount of One Billion One Hundred Million Dollars ($1,100,000,000), allocated among the fourteen (14) properties comprising the portfolio in accordance with the property allocation schedule agreed upon by the Parties and Commonwealth National Title Insurance Company. The title policy will be subject only to the Permitted Exceptions applicable to the Property, as set forth in Exhibit P to the PSA. Assignor shall pay the premium for the owner's title policy, and Assignee shall pay the premium for any lender's title policy and any endorsements requested by Assignee, in each case in accordance with Section 10.2 of the PSA.
Section 7.2 — Survey. An ALTA/NSPS Land Title Survey of the Property has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, P.L.S., P.E., Georgia Registration No. PLS-3642), dated March 15, 2024, last revised May 20, 2024, and has been certified to Assignee, Commonwealth National Title Insurance Company, Veltrano Capital Lending Corp., and each other lender requiring certification pursuant to the PSA. The survey reflects no material encroachments, boundary discrepancies, or other survey defects not previously disclosed to Assignee and approved or deemed approved as part of the Permitted Exceptions.
Section 7.3 — Permitted Exceptions. The Membership Interests are transferred, and the Property is owned by the Company, subject to the Permitted Exceptions applicable to the Property as set forth in Exhibit P to the PSA, which Permitted Exceptions include, without limitation, real property taxes and assessments for the current tax year (not yet due and payable), the lien of the Veltrano Capital mortgage (Loan 2-A), easements and restrictions of record, zoning ordinances and governmental regulations, and such other matters as are specifically identified in the title commitment issued by Commonwealth National Title Insurance Company and approved or deemed approved by Assignee during the due diligence period under the PSA.
ARTICLE VIII
PROPERTY CONDITION MATTERS
Section 8.1 — PCA Credit. The property condition assessment of Buckhead Place Office Tower was prepared by Rampart Building Sciences, Inc. (Alan Westbrook, P.E., Georgia Registration No. PE-041577), in a report dated April 5, 2024 (the "PCA Report"), and identified estimated immediate repair costs for the Property in the amount of Eight Hundred Ninety Thousand Dollars ($890,000). The PCA Report identified repairs and capital expenditures primarily relating to HVAC system component replacements, waterproofing remediation on the parking structure, and elevator modernization work. The aggregate property condition assessment credit across four (4) properties within the portfolio (including the Property), representing fifty percent (50%) of the total Two Million One Hundred Forty Thousand Dollars ($2,140,000) in estimated immediate repair costs identified by Rampart Building Sciences, Inc. across such four properties, resulted in a PCA credit to Assignee in the amount of One Million Seventy Thousand Dollars ($1,070,000), which credit has been applied as a reduction to the Purchase Price at closing in accordance with Section 8.6 of the PSA. Assignee acknowledges that, except as expressly set forth in the PSA, the Property is being acquired on an "as-is, where-is" basis, and the PCA credit constitutes the sole and exclusive remedy of Assignee with respect to the physical condition matters identified in the PCA Report.
ARTICLE IX
PSA GOVERNS
Section 9.1 — Subject to PSA. This Assignment is delivered pursuant to and subject to all the terms, covenants, conditions, representations, warranties, indemnities, limitations of liability, and other provisions of the PSA, all of which are incorporated herein by this reference as if fully set forth at length. The PSA shall be read and construed together with this Assignment as a single, integrated agreement of the Parties. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Assignment and the provisions of the PSA, the terms and provisions of the PSA shall control and govern; provided, however, that this Section 9.1 shall not be construed to limit or diminish any right, remedy, or obligation that is expressly and specifically set forth in this Assignment and not addressed in the PSA.
Section 9.2 — Indemnification. The indemnification obligations of the Parties set forth in Article XII of the PSA shall apply to this Assignment and the transactions contemplated hereby, with the same force and effect as if such indemnification provisions were set forth in full herein. Without limiting the generality of the foregoing, the following caps, thresholds, and escrow provisions under the PSA shall apply to any indemnification claims arising under or in connection with this Assignment:
(a) General Representation Cap: Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Purchase Price, which cap applies to all indemnification claims based on breaches of general representations and warranties;
(b) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Purchase Price, which cap applies to indemnification claims based on breaches of fundamental representations and warranties (including representations as to organization, authority, ownership of the Membership Interests, and tax matters);
(c) Basket: Five Million Five Hundred Thousand Dollars ($5,500,000), on a tipping basis, meaning that Assignor shall have no liability for indemnification claims until the aggregate amount of all qualifying losses exceeds such amount, at which point Assignor shall be liable for all qualifying losses from the first dollar;
(d) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, meaning that individual claims for losses below such amount shall not be counted toward the Basket or any cap;
(e) Indemnity Escrow: Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited into an escrow account maintained by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Indemnity Escrow Agreement dated as of the Assignment Effective Date, as security for Assignor's indemnification obligations under the PSA, which escrow shall be held and released in accordance with the terms of the Indemnity Escrow Agreement; and
(f) Representations and Warranties Insurance: A representations and warranties insurance policy (Policy No. SSI-2024-04872) has been issued by Sentinel Specialty Insurance Company in favor of Assignee, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000), providing additional coverage for losses arising from breaches of Assignor's representations and warranties under the PSA, subject to the terms, conditions, and exclusions set forth in such policy.
Section 9.3 — Survival. The representations and warranties of the Parties contained in this Assignment and in the PSA shall survive the closing as follows:
(a) General Representations: General representations and warranties (including, without limitation, representations and warranties relating to the Property, leases, contracts, environmental matters, and litigation) shall survive for a period of eighteen (18) months following the closing date, expiring on December 6, 2025;
(b) Tax Representations: Representations and warranties relating to tax matters shall survive for a period of thirty-six (36) months following the closing date, expiring on June 6, 2027; and
(c) Fundamental Representations: Representations and warranties relating to organization, authority, ownership of the Membership Interests, and broker's fees (collectively, the "Fundamental Representations") shall survive for a period of thirty-six (36) months following the closing date, expiring on June 6, 2027.
No claim for indemnification based on a breach of any representation or warranty may be asserted after the expiration of the applicable survival period, unless written notice of such claim, describing in reasonable detail the nature and basis thereof, has been delivered to the indemnifying Party prior to the expiration of such survival period, in which case such claim shall survive until finally resolved.
ARTICLE X
MISCELLANEOUS
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 rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The foregoing choice of law is consistent with Section 14.9 of the PSA, and the Parties agree that the forum selection and dispute resolution provisions set forth in the PSA shall apply to any disputes arising under or in connection with this Assignment.
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 its rights or obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights hereunder to a wholly owned subsidiary or affiliate without Assignor's consent, provided that such assignment shall not release Assignee from its obligations hereunder.
Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, portable document format (PDF), or other electronic means (including via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be deemed original signatures for all purposes and shall be sufficient to bind the Party so signing. The Parties agree that this Assignment may be maintained in electronic form and that neither Party shall contest the validity, enforceability, or admissibility of this Assignment solely on the ground that it was executed or transmitted electronically.
Section 10.4 — Entire Agreement. This Assignment, together with the PSA and all exhibits, schedules, side letters, escrow agreements, and ancillary documents executed and delivered in connection therewith (including, without limitation, the Indemnity Escrow Agreement, the SNDA Side Letter, the Transition Services Agreement, the Assumption Agreement, the Replacement Guaranty, and the Seller's Closing Certificate), constitutes the entire agreement of the Parties with respect to the assignment and assumption of the Membership Interests in GMP Buckhead LLC and supersedes all prior negotiations, representations, understandings, and agreements (whether oral or written) between the Parties relating thereto.
Section 10.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given or made under this Assignment shall be in writing and shall be deemed to have been duly given or made (i) when delivered in person, (ii) when transmitted by electronic mail (with confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (iv) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, 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 and Elise Rathborne
Email: vlansdell@greystonemeridian.com; erathborne@greystonemeridian.com
Telephone: (404) 555-3200
with a copy (which shall not constitute notice) to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
Email: npryce@blackridgehayes.com
Telephone: (212) 555-8400
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
and David Elgin Park, General Counsel
Email: mdevereaux@fairwaterreit.com; depark@fairwaterreit.com
Telephone: (443) 555-6000
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Email: dfairchild@calderwoodharkness.com
Telephone: (212) 555-9200
Either Party may change its address for notice purposes by giving written notice of such change to the other Party in accordance with this Section 10.5.
Section 10.6 — Further Assurances. Each Party agrees to execute and deliver, from time to time after the Assignment Effective Date, such additional documents, instruments, certificates, and agreements as may be reasonably requested by the other Party in order to carry out the provisions and intent of this Assignment and to effectuate the transactions contemplated hereby. Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee in connection with:
(a) any filings with the Delaware Secretary of State required in connection with the amendment and restatement of the Company Operating Agreement or the update of the Company's registered agent or registered office information;
(b) any filings required to update or maintain the Company's foreign qualification or certificate of authority in the State of Georgia;
(c) the preparation and filing of UCC-3 amendment statements or termination statements with the Delaware Secretary of State and the Fulton County, Georgia Clerk of Superior Court to release any financing statements previously filed to secure Assignor's interest in the Membership Interests or any assets of the Company;
(d) any notifications to tenants, vendors, utility providers, and governmental authorities regarding the change of ownership of the Company;
(e) the preparation and filing of all tax returns and informational returns of the Company for the short taxable period ending on the Assignment Effective Date; and
(f) any other actions reasonably necessary to vest in Assignee full and complete ownership and control of the Membership Interests and the Company.
Section 10.7 — Amendments. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be binding on either Party.
Section 10.8 — Severability. If any provision of this Assignment, or the application of any such provision to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Assignment shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the economic, business, and legal objectives of the invalid or unenforceable provision.
Section 10.9 — Waiver. No waiver of any provision of this Assignment or any breach or default hereunder shall be effective unless such waiver is in writing and signed by the Party against whom enforcement of the waiver is sought. No waiver of any provision shall be deemed or shall constitute a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The failure or delay of either Party in exercising any right, power, or privilege under this Assignment shall not operate as a waiver thereof.
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above.
[Signature Page Follows]
SIGNATURE PAGE
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Buckhead LLC
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
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
Legal Description — Buckhead Place Office Tower
All that tract or parcel of land lying and being in Land Lot 56 of the 17th District of Fulton County, Georgia, and being more particularly described as follows:
BEGINNING at a point located at the intersection of the southwesterly right-of-way line of Peachtree Road NE (having a variable right-of-way width) and the northwesterly right-of-way line of Buckhead Loop NE (having a 60-foot right-of-way width), said point of beginning having Georgia State Plane Coordinates (NAD 83, West Zone) of Northing 1,396,254.32 and Easting 2,234,871.07;
THENCE along the southwesterly right-of-way line of Peachtree Road NE, North 32 degrees 14 minutes 28 seconds West, a distance of 412.36 feet to a point;
THENCE leaving said right-of-way, South 57 degrees 45 minutes 32 seconds West, a distance of 327.18 feet to a point;
THENCE South 32 degrees 14 minutes 28 seconds East, a distance of 253.61 feet to a point;
THENCE South 14 degrees 52 minutes 03 seconds East, a distance of 184.29 feet to a point on the northwesterly right-of-way line of Buckhead Loop NE;
THENCE along the northwesterly right-of-way line of Buckhead Loop NE, North 57 degrees 45 minutes 32 seconds East, a distance of 389.42 feet to the POINT OF BEGINNING.
Said tract or parcel containing 3.27 acres, more or less, and being the same property conveyed to GMP Buckhead LLC by that certain Limited Warranty Deed recorded in Deed Book 62381, Page 0472, Records of the Clerk of Superior Court of Fulton County, Georgia.
Tax Parcel Identification Number: 17-0056-LL-042-7
ALTA/NSPS Land Title Survey Reference: ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc., Daniel Caulfield, P.L.S., P.E. (Georgia Registration No. PLS-3642), dated March 15, 2024, last revised May 20, 2024, Job No. MLS-2024-0387.
Recording References:
All recording references are to the records of the Clerk of Superior Court of Fulton County, Georgia, unless otherwise noted.
EXHIBIT B
COMPANY ORGANIZATIONAL INFORMATION
The following organizational documents and information relating to GMP Buckhead LLC (the "Company") have been delivered to, or are being made available to, Assignee concurrently with the execution and delivery of this Assignment:
1. Certificate of Formation. Certificate of Formation of GMP Buckhead LLC, filed with the Secretary of State of the State of Delaware on August 27, 2018, File Number 7134826.
2. Certificate of Good Standing (Delaware). Certificate of Good Standing for GMP Buckhead LLC issued by the Secretary of State of the State of Delaware, dated June 3, 2024, confirming that the Company is in good standing and has not been dissolved or revoked.
3. Certificate of Authority / Foreign Qualification (Georgia). Certificate of Authority for GMP Buckhead LLC as a foreign limited liability company registered to transact business in the State of Georgia, issued by the Georgia Secretary of State, Corporations Division, dated September 10, 2018, Control Number 18095724. The Company's Georgia annual registration is current and in good standing as of the Assignment Effective Date.
4. Employer Identification Number. The Company's Employer Identification Number (EIN) is 84-2639901, as assigned by the Internal Revenue Service.
5. Operating Agreement.
(a) Current Operating Agreement: The Limited Liability Company Operating Agreement of GMP Buckhead LLC, dated as of August 27, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member, as amended by that certain First Amendment to Operating Agreement, dated as of February 1, 2021 (executed in connection with the Veltrano Capital financing) (collectively, the "Current Operating Agreement"). The Current Operating Agreement was in effect immediately prior to the Assignment Effective Date.
(b) Amended and Restated Operating Agreement: Effective as of the Assignment Effective Date, the Current Operating Agreement is superseded in its entirety by the Amended and Restated Limited Liability Company Operating Agreement of GMP Buckhead LLC (the "A&R Operating Agreement"), executed by Fairwater Real Estate Investment Trust, as the sole member, in the form attached to the PSA as Exhibit R-3. The A&R Operating Agreement reflects Assignee as the sole member of the Company and contains such terms and provisions as are customary for a single-member limited liability company owned by a publicly traded real estate investment trust.
6. Managers / Authorized Persons. Effective as of the Assignment Effective Date, the managers and authorized signatories of the Company shall be the individuals designated by Assignee in the A&R Operating Agreement, replacing all prior managers and authorized persons designated by Assignor.
7. Registered Agent Information.
ACKNOWLEDGMENT — NOTARIZATION PAGE
ACKNOWLEDGMENT OF ASSIGNOR
STATE OF GEORGIA COUNTY OF FULTON
Before me, the undersigned notary public, on this 6th 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, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity upon behalf of which the person acted, executed the instrument for the purposes and consideration therein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
________________________________________
Notary Public, State of Georgia
Printed Name: ________
My Commission Expires: ________ Notary Commission Number: ________
[NOTARIAL SEAL]
ACKNOWLEDGMENT OF ASSIGNEE
STATE OF MARYLAND COUNTY OF HOWARD
Before me, the undersigned notary public, on this 6th 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 upon behalf of which the person acted, executed the instrument for the purposes and consideration therein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
________________________________________
Notary Public, State of Maryland
Printed Name: ________
My Commission Expires: ________ Notary Commission Number: ________
[NOTARIAL SEAL]
CONFIDENTIAL — This document contains proprietary and confidential information relating to the business and financial affairs of the Parties. Unauthorized reproduction, distribution, or disclosure is strictly prohibited.
Item | Detail
Full Legal Name | GMP Buckhead LLC
Jurisdiction of Formation | Delaware
Entity Type | Limited Liability Company
Employer Identification Number | 84-2639901
Date of Formation | As set forth in the Certificate of Formation filed with the Delaware Secretary of State, a copy of which is attached hereto as Exhibit B
Registered Agent (Delaware) | Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801
Registered Agent (Georgia) | Ashgrove Services Inc., 289 S. Culver Street, Lawrenceville, Georgia 30046
Principal Office | 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (to be updated post-closing)
Property Owned | Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, Georgia 30326
Property Type | Office
Rentable square Footage | Approximately 285,000 RSF
Year Built | 2018
Number of Floors | 18 above grade; 3 levels below-grade parking
Parking Spaces | Approximately 1,140 (structured)
Encumbrances | Deed to secure debt, assignment of leases and rents, security agreement, and UCC financing statements in favor of Veltrano Capital Lending Corp. (Loan 2-A)
Document | Book/Page | Recording Date
Limited Warranty Deed (to GMP Buckhead LLC) | Deed Book 62381, Page 0472 | September 14, 2018
Deed to Secure Debt (Veltrano Capital) | Deed Book 64102, Page 0218 | February 1, 2021
Assignment of Leases and Rents (Veltrano Capital) | Deed Book 64102, Page 0294 | February 1, 2021
UCC Financing Statement (Veltrano Capital) | Filing No. 067-2021-002841 | February 1, 2021
Jurisdiction | Registered Agent | Address
Delaware | Crowne Albany Corporation | 1209 Orange Street, Wilmington, DE 19801
Georgia | Ashgrove Services Inc. | 289 S. Culver Street, Lawrenceville, GA 30046

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

ASSIGNMENT

ARTICLE III

ASSUMPTION

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

ARTICLE VI

COMPANY INFORMATION

ARTICLE VII

TITLE AND SURVEY MATTERS

ARTICLE VIII

PROPERTY CONDITION MATTERS

ARTICLE IX

PSA GOVERNS

ARTICLE X

MISCELLANEOUS

SIGNATURE PAGE

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

DESCRIPTION OF THE PROPERTY

EXHIBIT B

COMPANY ORGANIZATIONAL INFORMATION

ACKNOWLEDGMENT OF ASSIGNOR

STATE OF GEORGIA COUNTY OF FULTON

Record

Parties

Dates

Amounts