1036-00004 · Client 1036 · Closing/Assignments

assignment-membership-interests-cool-springs.docx DOCUMENT Real Estate

4 / 172 ← → ✕

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Cool Springs LLC

Dated as of June 6, 2024

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is entered into as of June 6, 2024, by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Assignment is made pursuant to, and is one of the closing deliverables required under, that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer. This Assignment is being executed and delivered simultaneously with thirteen (13) other assignments of membership interests in the other Target Entities (as defined in the Purchase Agreement) as part of the closing of the transactions contemplated by the Purchase Agreement.

RECITALS

A. The Company. GMP Cool Springs LLC (the "Company") is a Delaware limited liability company, bearing Employer Identification Number 84-2639925. The Company is the owner of that certain real property commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Property"). The Property is an office property comprising approximately 196,000 rentable square feet, which was constructed in 2016.

B. The Assignor. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized and validly existing under the laws of the State of Delaware, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205). The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company (EIN: 83-1520984). Assignor is the sole member of the Company and owns one hundred percent (100%) of the membership interests in the Company (the "Membership Interests").

C. The Assignee. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, having its headquarters at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437). The Assignee's shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."

D. The Purchase Agreement. Pursuant to the Purchase Agreement, Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies (each, a "Target Entity"), including the Company. The aggregate purchase price payable under the Purchase Agreement for all fourteen (14) Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The transaction is structured as an entity-level acquisition of the membership interests in each Target Entity, rather than as a direct acquisition of the underlying real property assets. This Assignment is one of fourteen (14) substantially similar assignments being executed and delivered simultaneously on the date hereof in connection with the closing of the transactions contemplated by the Purchase Agreement.

E. Existing Indebtedness. The Company is a borrower under that certain Loan Agreement, dated as of February 1, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Veltrano Loan Agreement"), by and between the Company and Veltrano Capital Lending Corp., a Delaware corporation ("Veltrano"), identified as Loan 2-C under the Veltrano facility. The outstanding principal balance of the loans secured by the Property under the Veltrano Loan Agreement forms part of the aggregate One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) outstanding under the broader Veltrano lending facility, which is secured by certain of the Target Entities' properties. Veltrano has consented to the change of control of the Company resulting from the transfer of the Membership Interests contemplated by this Assignment, as evidenced by a consent letter executed by Veltrano on May 17, 2024 (the "Veltrano Consent Letter"). In connection with such consent, the Assignee has executed (i) a Replacement Carve-Out Guaranty in favor of Veltrano, and (ii) an Assumption Agreement with respect to the loans under the Veltrano Loan Agreement, each dated as of the date hereof and delivered concurrently herewith.

F. Consideration. This Assignment is made for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, including, without limitation, the payment of the Purchase Price and the assumption of the obligations set forth in the Purchase Agreement and the other closing documents delivered in connection therewith.

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

ARTICLE I

DEFINED TERMS

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

"Assignment Effective Time" means 12:01 a.m. Eastern Time on June 6, 2024.

"Company" means GMP Cool Springs LLC, a Delaware limited liability company.

"Membership Interests" means one hundred percent (100%) of the membership interests in the Company, representing all of the issued and outstanding equity interests in the Company as of the Assignment Effective Time.

"Operating Agreement" means the Limited Liability Company Agreement of GMP Cool Springs LLC, as in effect immediately prior to the Assignment Effective Time, which shall be amended and restated immediately following the Assignment Effective Time in accordance with Section 5.2 hereof.

"Property" means the real property located at 5000 Virginia Way, Brentwood, Tennessee 37027, in Williamson County, Tennessee, commonly known as Cool Springs Office Park, together with all improvements, fixtures, and appurtenances thereto, as more particularly described in Exhibit B attached hereto.

"Purchase Agreement" means the Purchase and Sale Agreement, dated as of February 28, 2024, as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, by and between Assignor and Assignee.

Section 1.2 — Other Defined Terms. All other capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires, references in this Assignment to "Sections," "Articles," and "Exhibits" are to the sections, articles, and exhibits of and to this Assignment.

ARTICLE II

ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 2.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Assignment Effective Time, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, together with all rights, privileges, benefits, and obligations appurtenant thereto, including, without limitation, all economic, voting, management, consent, approval, and other rights of a member of the Company under the Operating Agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "DLLCA"), and applicable law. Such assignment is made free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, claims, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than (a) restrictions on transfer arising under applicable federal and state securities laws, and (b) restrictions on transfer set forth in the Operating Agreement that are being waived or will be superseded by the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof.

Section 2.2 — Acceptance and Assumption. Assignee hereby accepts the foregoing assignment of the Membership Interests and, effective as of the Assignment Effective Time, assumes and agrees to be bound by all rights, obligations, duties, and liabilities of a member of the Company arising from and after the Assignment Effective Time, including, without limitation, (a) all obligations of a member under the Operating Agreement (and the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof), (b) all obligations of the Company under the Veltrano Loan Agreement and all other loan documents executed in connection therewith, to the extent such obligations relate to periods from and after the Assignment Effective Time, and (c) all obligations of the Company under the leases, contracts, permits, and other agreements to which the Company is a party or by which it is bound, in each case to the extent such obligations relate to periods from and after the Assignment Effective Time. For the avoidance of doubt, nothing in this Section 2.2 shall relieve Assignor of any obligations or liabilities attributable to periods prior to the Assignment Effective Time, except to the extent expressly provided in the Purchase Agreement.

Section 2.3 — Withdrawal of Assignor. Effective as of the Assignment Effective Time, Assignor hereby ceases to be a member of the Company and shall have no further rights, obligations, or liabilities as a member of the Company, whether arising under the Operating Agreement, the DLLCA, or otherwise, except to the extent that such rights, obligations, or liabilities are expressly preserved under the Purchase Agreement (including, without limitation, (a) the indemnification obligations of Assignor set forth in Article IX of the Purchase Agreement, (b) the survival of representations and warranties of Assignor as provided in Section 9.01 of the Purchase Agreement, and (c) any obligations of Assignor with respect to the post-closing proration true-up contemplated by Section 7.03 of the Purchase Agreement). Assignor's withdrawal as a member of the Company shall not cause the dissolution or winding up of the Company.

Section 2.4 — Admission of Assignee. Effective as of the Assignment Effective Time, Assignee is hereby admitted as the sole member of the Company in place of Assignor. From and after the Assignment Effective Time, Assignee shall have all rights, powers, privileges, and obligations of a member of the Company under the DLLCA, the Operating Agreement (and the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof), and applicable law, including, without limitation, the right to manage the business and affairs of the Company, the right to receive distributions from the Company, and the right to exercise all voting and consent rights of a member of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, as of the date hereof (which, for the avoidance of doubt, is also the Assignment Effective Time):

Section 3.1 — Organization and Good Standing.

(a) Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, operate, and hold its assets and to carry on its business as currently conducted.

(b) Greystone Meridian Capital LLC, the general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to act as the general partner of Assignor and to perform its obligations in such capacity.

Section 3.2 — Authorization.

(a) The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, including all necessary action by Greystone Meridian Capital LLC, in its capacity as general partner of Assignor. No additional limited partnership, limited liability company, or other organizational approval is required for the consummation of the transactions contemplated hereby.

(b) Victor Lansdell, in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, is duly authorized to execute and deliver this Assignment on behalf of Assignor. This Assignment 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 at law or in equity).

Section 3.3 — Ownership of Membership Interests.

(a) Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the Membership Interests in the Company. There are no other membership interests, equity interests, or other ownership interests in the Company issued and outstanding.

(b) The Membership Interests are owned by Assignor free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, claims, options, rights of first refusal, preemptive rights, or other rights of any kind or nature whatsoever, except for (i) liens and security interests that have been or will be released at or prior to the Assignment Effective Time, including UCC-1 financing statements filed against Assignor and/or the Company that will be terminated by UCC-3 termination statements filed on or about the date hereof, and (ii) restrictions on transfer arising under applicable federal and state securities laws.

(c) There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any kind providing for the purchase, issuance, or sale of any membership interests or other equity interests in the Company.

Section 3.4 — Company Status.

(a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its assets and to carry on its business as currently conducted.

(b) The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of Tennessee.

(c) The Company's sole asset is the Property, commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027, together with all related personal property, tenant leases, service contracts, permits, licenses, warranties, and intangible property associated therewith.

Section 3.5 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor, and the consummation by Assignor of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor (including the limited partnership agreement of Assignor or the operating agreement of Greystone Meridian Capital LLC) or the organizational documents of the Company (including the Operating Agreement or the certificate of formation of the Company), (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any material obligation under, or result in the creation of any lien upon any of the properties or assets of Assignor or the Company under, any material agreement, instrument, permit, franchise, or license to which Assignor or the Company is a party or by which any of their respective properties or assets are bound, or (c) violate any order, writ, judgment, injunction, decree, statute, law, ordinance, rule, or regulation applicable to Assignor or the Company or any of their respective properties or assets.

Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any governmental authority or any other person that are required for the execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been obtained or made, including, without limitation, the consent of Veltrano Capital Lending Corp. under the Veltrano Loan Agreement, as evidenced by the Veltrano Consent Letter executed on May 17, 2024, a copy of which is referenced in Exhibit C attached hereto.

Section 3.7 — Bring-Down. All representations and warranties of Assignor set forth in the Purchase Agreement with respect to the Company and the Property are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Seller's Closing Certificate delivered by Assignor to Assignee concurrently herewith. The foregoing bring-down is subject to, and qualified by, the updates and supplements to the disclosure schedules delivered by Assignor to Assignee prior to the date hereof in accordance with the Purchase Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows, as of the date hereof:

Section 4.1 — Organization and Good Standing. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has all requisite trust power and authority to own, lease, and operate its assets and to carry on its business as currently conducted.

Section 4.2 — Authorization.

(a) The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee, including, without limitation, the approval of the Board of Trustees of Fairwater Real Estate Investment Trust.

(b) Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, of Fairwater Real Estate Investment Trust, is duly authorized to execute and deliver this Assignment on behalf of Assignee. This Assignment 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 at law or in equity).

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee, and the consummation by Assignee of the transactions contemplated hereby, do 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, or (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any material obligation under, any material agreement, instrument, permit, franchise, or license to which Assignee is a party or by which any of Assignee's properties or assets are bound, or (c) violate any order, writ, judgment, injunction, decree, statute, law, ordinance, rule, or regulation applicable to Assignee or any of Assignee's properties or assets.

Section 4.4 — Bring-Down. All representations and warranties of Assignee set forth in the Purchase Agreement are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Buyer's Closing Certificate delivered by Assignee to Assignor concurrently herewith.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 — Further Assurances. Each Party hereby covenants and agrees that, from and after the date hereof, it shall, at the request of the other Party, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, and assurances as may be reasonably necessary or desirable to effectuate the assignment and assumption of the Membership Interests contemplated by this Assignment, including, without limitation, (a) any certificates of amendment or other filings with the Delaware Secretary of State and the Tennessee Secretary of State (or equivalent authorities) necessary or appropriate to reflect the change in membership of the Company, (b) any transfers, endorsements, or assignments of certificates, books, records, or other documents of the Company, and (c) any other actions or filings required to vest in Assignee full and complete title to the Membership Interests, free and clear of all liens and encumbrances (other than those expressly permitted herein). Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Section 5.1, unless otherwise provided in the Purchase Agreement.

Section 5.2 — Amended and Restated Operating Agreement. Immediately following the Assignment Effective Time, Assignee, as the sole member of the Company, shall adopt an Amended and Restated Limited Liability Company Agreement of GMP Cool Springs LLC (the "A&R Operating Agreement") to reflect Assignee as the sole member of the Company, to appoint such managers, officers, and authorized persons as Assignee deems appropriate, and to set forth such other terms and provisions as Assignee may determine in its sole discretion, consistent with the DLLCA and the terms of the Veltrano Loan Agreement. The adoption of the A&R Operating Agreement shall not be deemed to create a new legal entity, and the Company shall continue in existence without interruption following the adoption thereof.

Section 5.3 — Tax Matters.

(a) The Parties agree that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal and applicable state income tax purposes as a purchase and sale of the assets of the Company, and that the Purchase Price allocated to the Company and its assets shall be in accordance with the purchase price allocation set forth in Exhibit K to the Purchase Agreement (the "Allocation"). Each Party shall file all tax returns and information statements in a manner consistent with the Allocation and shall not take any position inconsistent with the Allocation on any tax return or in any tax proceeding, unless otherwise required by a final determination of the Internal Revenue Service or a court of competent jurisdiction.

(b) The Parties shall each timely file IRS Form 8594 (Asset Acquisition Statement Under Section 1060) with their respective federal income tax returns for the taxable year in which the closing of the transactions contemplated by the Purchase Agreement occurs, and such Form 8594 shall be prepared in a manner consistent with the Allocation. Each Party shall promptly provide the other Party with a copy of its filed Form 8594.

Section 5.4 — Post-Closing Obligations. The Parties acknowledge and agree that the post-closing obligations set forth in the Purchase Agreement continue to apply following the execution and delivery of this Assignment, including, without limitation:

(a) Proration True-Up. The Parties shall complete the ninety (90)-day post-closing proration true-up contemplated by Section 7.03 of the Purchase Agreement no later than September 4, 2024. Each Party shall cooperate in good faith and provide reasonable access to such books, records, and information as may be necessary to complete the proration true-up in a timely manner.

(b) Survival of Representations and Warranties. The representations and warranties of each Party set forth in the Purchase Agreement (and brought down herein) shall survive the closing for a period of eighteen (18) months from the date hereof with respect to general representations and warranties, and for a period of thirty-six (36) months from the date hereof with respect to representations and warranties relating to tax matters, in each case as more specifically set forth in Section 9.01 of the Purchase Agreement.

(c) Indemnity Escrow. The indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Indemnity Escrow") is being held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the Escrow Agreement executed in connection with the closing of the Purchase Agreement. The Indemnity Escrow shall be administered in accordance with the terms of the Escrow Agreement and the indemnification provisions of Article IX of the Purchase Agreement.

ARTICLE VI

RELATIONSHIP TO PURCHASE AGREEMENT

Section 6.1 — Subject to Purchase Agreement. This Assignment is made pursuant to and subject to the terms and conditions of the Purchase Agreement. This Assignment is a closing deliverable required under Section 6.02(a) of the Purchase Agreement and is intended to effectuate the transfer of the Membership Interests as contemplated therein. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern in all respects. Nothing in this Assignment shall be deemed to modify, amend, waive, or supersede any provision of the Purchase Agreement, and the Purchase Agreement shall remain in full force and effect in accordance with its terms.

Section 6.2 — No Third-Party Beneficiaries. Except as expressly provided in the Purchase Agreement, this Assignment is entered into for the sole and exclusive benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns, and shall not be deemed to confer any rights, remedies, obligations, or liabilities upon any person or entity that is not a Party hereto. Notwithstanding the foregoing, Veltrano Capital Lending Corp. is hereby designated as an express third-party beneficiary of Section 2.2 (Acceptance and Assumption) of this Assignment, solely to the extent of Assignee's assumption of the Company's obligations as borrower under the Veltrano Loan Agreement and the related loan documents, and Veltrano Capital Lending Corp. shall have the right to enforce the provisions of Section 2.2 directly against Assignee in accordance with their terms.

Section 6.3 — Indemnification. The indemnification provisions of Article IX of the Purchase Agreement shall apply to any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising under, in connection with, or related to this Assignment, as if such claims had arisen directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following limitations and thresholds set forth in the Purchase Agreement shall apply to any indemnification claims arising hereunder:

(a) the general representation and warranty indemnification cap of Fifty-Five Million Dollars ($55,000,000);

(b) the fundamental representation and warranty indemnification cap of One Hundred Ten Million Dollars ($110,000,000);

(c) the tipping basket threshold of Five Million Five Hundred Thousand Dollars ($5,500,000), pursuant to which no indemnification shall be payable unless aggregate losses exceed such amount, at which point the indemnifying party shall be liable for all losses from the first dollar;

(d) the de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, below which such individual claim shall not be counted toward the tipping basket; and

(e) the Indemnity Escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held by Commonwealth National Title Insurance Company.

For the avoidance of doubt, the foregoing indemnification provisions are aggregate caps and thresholds applicable to the Purchase Agreement as a whole (across all fourteen (14) Target Entities) and are not applied on a per-entity or per-property basis.

ARTICLE VII

MISCELLANEOUS

Section 7.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (consistent with Section 11.09 of the Purchase Agreement). Notwithstanding the foregoing, matters relating to (a) the internal affairs of the Company, including the rights and obligations of members, the fiduciary duties of managers and officers, and the validity and enforceability of the Operating Agreement and the A&R Operating Agreement, and (b) the formation, dissolution, and winding up of the Company, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

Section 7.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties 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 as expressly permitted in the Purchase Agreement.

Section 7.3 — Amendments. This Assignment may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 7.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) electronic mail attachment or by electronic signature technology (including Brightwater Software or similar platforms), shall be deemed to be original signatures for all purposes and shall be binding upon the Party transmitting such signature to the same extent as if such signature were an original ink signature.

Section 7.5 — Entire Agreement. This Assignment, together with the Purchase Agreement and all other agreements, instruments, certificates, and documents delivered at closing pursuant to the Purchase Agreement (including the other thirteen (13) assignments of membership interests, the Escrow Agreement, the Replacement Carve-Out Guaranty, the Assumption Agreement, and the Seller's Closing Certificate and Buyer's Closing Certificate), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter.

Section 7.6 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent practicable, achieves the Parties' original intent.

Section 7.7 — Notices. All notices, demands, consents, requests, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 11.01 of the Purchase Agreement, addressed as follows:

If to Assignor:

Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Co-Founder & Managing Partner

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

If to Assignee:

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

Attention: David Elgin Park, General Counsel

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

Either Party may change its address for purposes of this Section 7.7 by giving written notice of such change to the other Party in accordance with this Section 7.7.

[Remainder of this page intentionally left blank. Signature pages follow.]

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

ASSIGNOR:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

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 COMPANY

EXHIBIT B

DESCRIPTION OF THE PROPERTY

Property Identification: Cool Springs Office Park

Street Address: 5000 Virginia Way, Brentwood, Tennessee 37027

County: Williamson County, Tennessee

Legal Description:

The legal description of the real property comprising Cool Springs Office Park is as set forth in Exhibit A to the Purchase Agreement under the heading "Cool Springs Office Park — Legal Description," which legal description is incorporated herein by this reference as if fully set forth at length. In the event of any conflict between the legal description set forth in the Purchase Agreement and the legal description set forth in the most recent owner's title insurance policy or the most recent ALTA/NSPS survey of the Property, the legal description set forth in the Purchase Agreement shall control for purposes of this Assignment.

Property Details:

Existing Indebtedness:

EXHIBIT C

LENDER CONSENT CONFIRMATION

The following documents evidence the consent of Veltrano Capital Lending Corp. to the change of control of GMP Cool Springs LLC resulting from the assignment of the Membership Interests contemplated by this Assignment, and the related assumption and guaranty arrangements:

1. Consent Letter.

Reference is hereby made to that certain consent letter from Veltrano Capital Lending Corp. ("Veltrano"), addressed to Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, dated and executed as of May 17, 2024 (the "Consent Letter"), pursuant to which Veltrano consented to the change of control of GMP Cool Springs LLC and the other applicable Target Entities resulting from the transfer of 100% of the membership interests therein from Assignor to Assignee, subject to the terms and conditions set forth in the Consent Letter. A copy of the Consent Letter has been delivered to Assignee and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.

2. Replacement Carve-Out Guaranty.

Reference is hereby made to that certain Replacement Carve-Out Guaranty, dated as of June 6, 2024 (the "Replacement Guaranty"), executed by Fairwater Real Estate Investment Trust, as guarantor, in favor of Veltrano Capital Lending Corp., as lender, pursuant to which Assignee has guaranteed certain non-recourse carve-out liabilities and obligations of GMP Cool Springs LLC and the other applicable Target Entities under the Veltrano Loan Agreement and the related loan documents. The Replacement Guaranty replaces the existing carve-out guaranty previously delivered by Assignor (or its affiliates) in connection with the origination of the Veltrano loans. A copy of the Replacement Guaranty has been delivered to Veltrano and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.

3. Assumption Agreement.

Reference is hereby made to that certain Assumption Agreement, dated as of June 6, 2024 (the "Assumption Agreement"), executed by and among GMP Cool Springs LLC, the other applicable Target Entities, Fairwater Real Estate Investment Trust, and Veltrano Capital Lending Corp., pursuant to which the parties thereto have agreed to the assumption by Assignee and its affiliates of the borrower and sponsor obligations under the Veltrano Loan Agreement and the related loan documents, effective as of the Assignment Effective Time. A copy of the Assumption Agreement has been delivered to all parties thereto and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.

4. Consent Fee.

In connection with Veltrano's consent to the change of control, a consent fee in the aggregate amount of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500), representing 0.50% of the aggregate outstanding principal balance of $142,300,000 under the Veltrano lending facility, was paid to Veltrano at closing. Pursuant to Section 7.05 of the Purchase Agreement, such consent fee was shared equally between Buyer and Seller, with each party bearing Fifty Percent (50%) of the aggregate consent fee, resulting in a payment of Three Hundred Fifty-Five Thousand Seven Hundred Fifty Dollars ($355,750) by Buyer and Three Hundred Fifty-Five Thousand Seven Hundred Fifty Dollars ($355,750) by Seller. Such allocation represents the Parties' agreed-upon sharing of the consent fee across all Veltrano-secured properties included in the portfolio transaction, and the amounts attributable to this Assignment are included within such aggregate allocation.

[End of Exhibit C]

[End of Document]

Item	Description
Full Legal Name	GMP Cool Springs LLC
Entity Type	Limited Liability Company
State of Organization	Delaware
Date of Formation	As reflected in the Certificate of Formation on file with the Secretary of State of the State of Delaware, File No. 7492816
Employer Identification Number (EIN)	84-2639925
Registered Agent	Beaumont Software, 1209 Orange Street, Wilmington, Delaware 19801
Foreign Qualification	State of Tennessee
Tennessee Registration Number	001048726
Sole Member (Pre-Assignment)	Greystone Meridian Partners Fund III, L.P.
Sole Member (Post-Assignment)	Fairwater Real Estate Investment Trust
Property Owned	Cool Springs Office Park, 5000 Virginia Way, Brentwood, Tennessee 37027
Property Type	Office
Rentable square Feet	Approximately 196,000
Year Built	2016
County	Williamson County, Tennessee
Item	Description
Property Name	Cool Springs Office Park
Address	5000 Virginia Way, Brentwood, Tennessee 37027
County	Williamson County, Tennessee
Property Type	Office
Rentable square Feet	Approximately 196,000
Year Built	2016
Number of Buildings	As described in the Purchase Agreement
Parking	As described in the Purchase Agreement

Zoning	As described in the Purchase Agreement
Item	Description
Lender	Veltrano Capital Lending Corp.
Loan Designation	Loan 2-C
Loan Agreement Date	February 1, 2021
Interest Rate	Fixed at 4.68% per annum
Maturity Date	March 1, 2029
Part of Aggregate Facility	Yes — part of the aggregate $142,300,000 outstanding under the Veltrano lending facility

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Cool Springs LLC
Dated as of June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is entered into as of June 6, 2024, by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Assignment is made pursuant to, and is one of the closing deliverables required under, that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer. This Assignment is being executed and delivered simultaneously with thirteen (13) other assignments of membership interests in the other Target Entities (as defined in the Purchase Agreement) as part of the closing of the transactions contemplated by the Purchase Agreement.
RECITALS
A. The Company. GMP Cool Springs LLC (the "Company") is a Delaware limited liability company, bearing Employer Identification Number 84-2639925. The Company is the owner of that certain real property commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Property"). The Property is an office property comprising approximately 196,000 rentable square feet, which was constructed in 2016.
B. The Assignor. Greystone Meridian Partners Fund III, L.P. is a limited partnership duly organized and validly existing under the laws of the State of Delaware, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205). The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company (EIN: 83-1520984). Assignor is the sole member of the Company and owns one hundred percent (100%) of the membership interests in the Company (the "Membership Interests").
C. The Assignee. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, having its headquarters at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437). The Assignee's shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."
D. The Purchase Agreement. Pursuant to the Purchase Agreement, Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies (each, a "Target Entity"), including the Company. The aggregate purchase price payable under the Purchase Agreement for all fourteen (14) Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The transaction is structured as an entity-level acquisition of the membership interests in each Target Entity, rather than as a direct acquisition of the underlying real property assets. This Assignment is one of fourteen (14) substantially similar assignments being executed and delivered simultaneously on the date hereof in connection with the closing of the transactions contemplated by the Purchase Agreement.
E. Existing Indebtedness. The Company is a borrower under that certain Loan Agreement, dated as of February 1, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Veltrano Loan Agreement"), by and between the Company and Veltrano Capital Lending Corp., a Delaware corporation ("Veltrano"), identified as Loan 2-C under the Veltrano facility. The outstanding principal balance of the loans secured by the Property under the Veltrano Loan Agreement forms part of the aggregate One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) outstanding under the broader Veltrano lending facility, which is secured by certain of the Target Entities' properties. Veltrano has consented to the change of control of the Company resulting from the transfer of the Membership Interests contemplated by this Assignment, as evidenced by a consent letter executed by Veltrano on May 17, 2024 (the "Veltrano Consent Letter"). In connection with such consent, the Assignee has executed (i) a Replacement Carve-Out Guaranty in favor of Veltrano, and (ii) an Assumption Agreement with respect to the loans under the Veltrano Loan Agreement, each dated as of the date hereof and delivered concurrently herewith.
F. Consideration. This Assignment is made for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, including, without limitation, the payment of the Purchase Price and the assumption of the obligations set forth in the Purchase Agreement and the other closing documents delivered in connection therewith.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINED TERMS
Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below:
"Assignment Effective Time" means 12:01 a.m. Eastern Time on June 6, 2024.
"Company" means GMP Cool Springs LLC, a Delaware limited liability company.
"Membership Interests" means one hundred percent (100%) of the membership interests in the Company, representing all of the issued and outstanding equity interests in the Company as of the Assignment Effective Time.
"Operating Agreement" means the Limited Liability Company Agreement of GMP Cool Springs LLC, as in effect immediately prior to the Assignment Effective Time, which shall be amended and restated immediately following the Assignment Effective Time in accordance with Section 5.2 hereof.
"Property" means the real property located at 5000 Virginia Way, Brentwood, Tennessee 37027, in Williamson County, Tennessee, commonly known as Cool Springs Office Park, together with all improvements, fixtures, and appurtenances thereto, as more particularly described in Exhibit B attached hereto.
"Purchase Agreement" means the Purchase and Sale Agreement, dated as of February 28, 2024, as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, by and between Assignor and Assignee.
Section 1.2 — Other Defined Terms. All other capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires, references in this Assignment to "Sections," "Articles," and "Exhibits" are to the sections, articles, and exhibits of and to this Assignment.
ARTICLE II
ASSIGNMENT OF MEMBERSHIP INTERESTS
Section 2.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Assignment Effective Time, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, together with all rights, privileges, benefits, and obligations appurtenant thereto, including, without limitation, all economic, voting, management, consent, approval, and other rights of a member of the Company under the Operating Agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "DLLCA"), and applicable law. Such assignment is made free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, claims, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than (a) restrictions on transfer arising under applicable federal and state securities laws, and (b) restrictions on transfer set forth in the Operating Agreement that are being waived or will be superseded by the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof.
Section 2.2 — Acceptance and Assumption. Assignee hereby accepts the foregoing assignment of the Membership Interests and, effective as of the Assignment Effective Time, assumes and agrees to be bound by all rights, obligations, duties, and liabilities of a member of the Company arising from and after the Assignment Effective Time, including, without limitation, (a) all obligations of a member under the Operating Agreement (and the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof), (b) all obligations of the Company under the Veltrano Loan Agreement and all other loan documents executed in connection therewith, to the extent such obligations relate to periods from and after the Assignment Effective Time, and (c) all obligations of the Company under the leases, contracts, permits, and other agreements to which the Company is a party or by which it is bound, in each case to the extent such obligations relate to periods from and after the Assignment Effective Time. For the avoidance of doubt, nothing in this Section 2.2 shall relieve Assignor of any obligations or liabilities attributable to periods prior to the Assignment Effective Time, except to the extent expressly provided in the Purchase Agreement.
Section 2.3 — Withdrawal of Assignor. Effective as of the Assignment Effective Time, Assignor hereby ceases to be a member of the Company and shall have no further rights, obligations, or liabilities as a member of the Company, whether arising under the Operating Agreement, the DLLCA, or otherwise, except to the extent that such rights, obligations, or liabilities are expressly preserved under the Purchase Agreement (including, without limitation, (a) the indemnification obligations of Assignor set forth in Article IX of the Purchase Agreement, (b) the survival of representations and warranties of Assignor as provided in Section 9.01 of the Purchase Agreement, and (c) any obligations of Assignor with respect to the post-closing proration true-up contemplated by Section 7.03 of the Purchase Agreement). Assignor's withdrawal as a member of the Company shall not cause the dissolution or winding up of the Company.
Section 2.4 — Admission of Assignee. Effective as of the Assignment Effective Time, Assignee is hereby admitted as the sole member of the Company in place of Assignor. From and after the Assignment Effective Time, Assignee shall have all rights, powers, privileges, and obligations of a member of the Company under the DLLCA, the Operating Agreement (and the Amended and Restated Limited Liability Company Agreement to be adopted pursuant to Section 5.2 hereof), and applicable law, including, without limitation, the right to manage the business and affairs of the Company, the right to receive distributions from the Company, and the right to exercise all voting and consent rights of a member of the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, as of the date hereof (which, for the avoidance of doubt, is also the Assignment Effective Time):
Section 3.1 — Organization and Good Standing.
(a) Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, operate, and hold its assets and to carry on its business as currently conducted.
(b) Greystone Meridian Capital LLC, the general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to act as the general partner of Assignor and to perform its obligations in such capacity.
Section 3.2 — Authorization.
(a) The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, including all necessary action by Greystone Meridian Capital LLC, in its capacity as general partner of Assignor. No additional limited partnership, limited liability company, or other organizational approval is required for the consummation of the transactions contemplated hereby.
(b) Victor Lansdell, in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, is duly authorized to execute and deliver this Assignment on behalf of Assignor. This Assignment 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 at law or in equity).
Section 3.3 — Ownership of Membership Interests.
(a) Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the Membership Interests in the Company. There are no other membership interests, equity interests, or other ownership interests in the Company issued and outstanding.
(b) The Membership Interests are owned by Assignor free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, claims, options, rights of first refusal, preemptive rights, or other rights of any kind or nature whatsoever, except for (i) liens and security interests that have been or will be released at or prior to the Assignment Effective Time, including UCC-1 financing statements filed against Assignor and/or the Company that will be terminated by UCC-3 termination statements filed on or about the date hereof, and (ii) restrictions on transfer arising under applicable federal and state securities laws.
(c) There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any kind providing for the purchase, issuance, or sale of any membership interests or other equity interests in the Company.
Section 3.4 — Company Status.
(a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its assets and to carry on its business as currently conducted.
(b) The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of Tennessee.
(c) The Company's sole asset is the Property, commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027, together with all related personal property, tenant leases, service contracts, permits, licenses, warranties, and intangible property associated therewith.
Section 3.5 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor, and the consummation by Assignor of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor (including the limited partnership agreement of Assignor or the operating agreement of Greystone Meridian Capital LLC) or the organizational documents of the Company (including the Operating Agreement or the certificate of formation of the Company), (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any material obligation under, or result in the creation of any lien upon any of the properties or assets of Assignor or the Company under, any material agreement, instrument, permit, franchise, or license to which Assignor or the Company is a party or by which any of their respective properties or assets are bound, or (c) violate any order, writ, judgment, injunction, decree, statute, law, ordinance, rule, or regulation applicable to Assignor or the Company or any of their respective properties or assets.
Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any governmental authority or any other person that are required for the execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been obtained or made, including, without limitation, the consent of Veltrano Capital Lending Corp. under the Veltrano Loan Agreement, as evidenced by the Veltrano Consent Letter executed on May 17, 2024, a copy of which is referenced in Exhibit C attached hereto.
Section 3.7 — Bring-Down. All representations and warranties of Assignor set forth in the Purchase Agreement with respect to the Company and the Property are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Seller's Closing Certificate delivered by Assignor to Assignee concurrently herewith. The foregoing bring-down is subject to, and qualified by, the updates and supplements to the disclosure schedules delivered by Assignor to Assignee prior to the date hereof in accordance with the Purchase Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows, as of the date hereof:
Section 4.1 — Organization and Good Standing. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has all requisite trust power and authority to own, lease, and operate its assets and to carry on its business as currently conducted.
Section 4.2 — Authorization.
(a) The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee, including, without limitation, the approval of the Board of Trustees of Fairwater Real Estate Investment Trust.
(b) Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, of Fairwater Real Estate Investment Trust, is duly authorized to execute and deliver this Assignment on behalf of Assignee. This Assignment 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 at law or in equity).
Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee, and the consummation by Assignee of the transactions contemplated hereby, do 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, or (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any material obligation under, any material agreement, instrument, permit, franchise, or license to which Assignee is a party or by which any of Assignee's properties or assets are bound, or (c) violate any order, writ, judgment, injunction, decree, statute, law, ordinance, rule, or regulation applicable to Assignee or any of Assignee's properties or assets.
Section 4.4 — Bring-Down. All representations and warranties of Assignee set forth in the Purchase Agreement are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are given as of a specific date, as of such specific date), in each case as set forth in the Buyer's Closing Certificate delivered by Assignee to Assignor concurrently herewith.
ARTICLE V
COVENANTS AND AGREEMENTS
Section 5.1 — Further Assurances. Each Party hereby covenants and agrees that, from and after the date hereof, it shall, at the request of the other Party, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, and assurances as may be reasonably necessary or desirable to effectuate the assignment and assumption of the Membership Interests contemplated by this Assignment, including, without limitation, (a) any certificates of amendment or other filings with the Delaware Secretary of State and the Tennessee Secretary of State (or equivalent authorities) necessary or appropriate to reflect the change in membership of the Company, (b) any transfers, endorsements, or assignments of certificates, books, records, or other documents of the Company, and (c) any other actions or filings required to vest in Assignee full and complete title to the Membership Interests, free and clear of all liens and encumbrances (other than those expressly permitted herein). Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Section 5.1, unless otherwise provided in the Purchase Agreement.
Section 5.2 — Amended and Restated Operating Agreement. Immediately following the Assignment Effective Time, Assignee, as the sole member of the Company, shall adopt an Amended and Restated Limited Liability Company Agreement of GMP Cool Springs LLC (the "A&R Operating Agreement") to reflect Assignee as the sole member of the Company, to appoint such managers, officers, and authorized persons as Assignee deems appropriate, and to set forth such other terms and provisions as Assignee may determine in its sole discretion, consistent with the DLLCA and the terms of the Veltrano Loan Agreement. The adoption of the A&R Operating Agreement shall not be deemed to create a new legal entity, and the Company shall continue in existence without interruption following the adoption thereof.
Section 5.3 — Tax Matters.
(a) The Parties agree that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal and applicable state income tax purposes as a purchase and sale of the assets of the Company, and that the Purchase Price allocated to the Company and its assets shall be in accordance with the purchase price allocation set forth in Exhibit K to the Purchase Agreement (the "Allocation"). Each Party shall file all tax returns and information statements in a manner consistent with the Allocation and shall not take any position inconsistent with the Allocation on any tax return or in any tax proceeding, unless otherwise required by a final determination of the Internal Revenue Service or a court of competent jurisdiction.
(b) The Parties shall each timely file IRS Form 8594 (Asset Acquisition Statement Under Section 1060) with their respective federal income tax returns for the taxable year in which the closing of the transactions contemplated by the Purchase Agreement occurs, and such Form 8594 shall be prepared in a manner consistent with the Allocation. Each Party shall promptly provide the other Party with a copy of its filed Form 8594.
Section 5.4 — Post-Closing Obligations. The Parties acknowledge and agree that the post-closing obligations set forth in the Purchase Agreement continue to apply following the execution and delivery of this Assignment, including, without limitation:
(a) Proration True-Up. The Parties shall complete the ninety (90)-day post-closing proration true-up contemplated by Section 7.03 of the Purchase Agreement no later than September 4, 2024. Each Party shall cooperate in good faith and provide reasonable access to such books, records, and information as may be necessary to complete the proration true-up in a timely manner.
(b) Survival of Representations and Warranties. The representations and warranties of each Party set forth in the Purchase Agreement (and brought down herein) shall survive the closing for a period of eighteen (18) months from the date hereof with respect to general representations and warranties, and for a period of thirty-six (36) months from the date hereof with respect to representations and warranties relating to tax matters, in each case as more specifically set forth in Section 9.01 of the Purchase Agreement.
(c) Indemnity Escrow. The indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Indemnity Escrow") is being held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the Escrow Agreement executed in connection with the closing of the Purchase Agreement. The Indemnity Escrow shall be administered in accordance with the terms of the Escrow Agreement and the indemnification provisions of Article IX of the Purchase Agreement.
ARTICLE VI
RELATIONSHIP TO PURCHASE AGREEMENT
Section 6.1 — Subject to Purchase Agreement. This Assignment is made pursuant to and subject to the terms and conditions of the Purchase Agreement. This Assignment is a closing deliverable required under Section 6.02(a) of the Purchase Agreement and is intended to effectuate the transfer of the Membership Interests as contemplated therein. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern in all respects. Nothing in this Assignment shall be deemed to modify, amend, waive, or supersede any provision of the Purchase Agreement, and the Purchase Agreement shall remain in full force and effect in accordance with its terms.
Section 6.2 — No Third-Party Beneficiaries. Except as expressly provided in the Purchase Agreement, this Assignment is entered into for the sole and exclusive benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns, and shall not be deemed to confer any rights, remedies, obligations, or liabilities upon any person or entity that is not a Party hereto. Notwithstanding the foregoing, Veltrano Capital Lending Corp. is hereby designated as an express third-party beneficiary of Section 2.2 (Acceptance and Assumption) of this Assignment, solely to the extent of Assignee's assumption of the Company's obligations as borrower under the Veltrano Loan Agreement and the related loan documents, and Veltrano Capital Lending Corp. shall have the right to enforce the provisions of Section 2.2 directly against Assignee in accordance with their terms.
Section 6.3 — Indemnification. The indemnification provisions of Article IX of the Purchase Agreement shall apply to any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising under, in connection with, or related to this Assignment, as if such claims had arisen directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following limitations and thresholds set forth in the Purchase Agreement shall apply to any indemnification claims arising hereunder:
(a) the general representation and warranty indemnification cap of Fifty-Five Million Dollars ($55,000,000);
(b) the fundamental representation and warranty indemnification cap of One Hundred Ten Million Dollars ($110,000,000);
(c) the tipping basket threshold of Five Million Five Hundred Thousand Dollars ($5,500,000), pursuant to which no indemnification shall be payable unless aggregate losses exceed such amount, at which point the indemnifying party shall be liable for all losses from the first dollar;
(d) the de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, below which such individual claim shall not be counted toward the tipping basket; and
(e) the Indemnity Escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held by Commonwealth National Title Insurance Company.
For the avoidance of doubt, the foregoing indemnification provisions are aggregate caps and thresholds applicable to the Purchase Agreement as a whole (across all fourteen (14) Target Entities) and are not applied on a per-entity or per-property basis.
ARTICLE VII
MISCELLANEOUS
Section 7.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (consistent with Section 11.09 of the Purchase Agreement). Notwithstanding the foregoing, matters relating to (a) the internal affairs of the Company, including the rights and obligations of members, the fiduciary duties of managers and officers, and the validity and enforceability of the Operating Agreement and the A&R Operating Agreement, and (b) the formation, dissolution, and winding up of the Company, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
Section 7.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties 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 as expressly permitted in the Purchase Agreement.
Section 7.3 — Amendments. This Assignment may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 7.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) electronic mail attachment or by electronic signature technology (including Brightwater Software or similar platforms), shall be deemed to be original signatures for all purposes and shall be binding upon the Party transmitting such signature to the same extent as if such signature were an original ink signature.
Section 7.5 — Entire Agreement. This Assignment, together with the Purchase Agreement and all other agreements, instruments, certificates, and documents delivered at closing pursuant to the Purchase Agreement (including the other thirteen (13) assignments of membership interests, the Escrow Agreement, the Replacement Carve-Out Guaranty, the Assumption Agreement, and the Seller's Closing Certificate and Buyer's Closing Certificate), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter.
Section 7.6 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent practicable, achieves the Parties' original intent.
Section 7.7 — Notices. All notices, demands, consents, requests, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 11.01 of the Purchase Agreement, addressed as follows:
If to Assignor:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
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
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
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
Either Party may change its address for purposes of this Section 7.7 by giving written notice of such change to the other Party in accordance with this Section 7.7.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
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 COMPANY
EXHIBIT B
DESCRIPTION OF THE PROPERTY
Property Identification: Cool Springs Office Park
Street Address: 5000 Virginia Way, Brentwood, Tennessee 37027
County: Williamson County, Tennessee
Legal Description:
The legal description of the real property comprising Cool Springs Office Park is as set forth in Exhibit A to the Purchase Agreement under the heading "Cool Springs Office Park — Legal Description," which legal description is incorporated herein by this reference as if fully set forth at length. In the event of any conflict between the legal description set forth in the Purchase Agreement and the legal description set forth in the most recent owner's title insurance policy or the most recent ALTA/NSPS survey of the Property, the legal description set forth in the Purchase Agreement shall control for purposes of this Assignment.
Property Details:
Existing Indebtedness:
EXHIBIT C
LENDER CONSENT CONFIRMATION
The following documents evidence the consent of Veltrano Capital Lending Corp. to the change of control of GMP Cool Springs LLC resulting from the assignment of the Membership Interests contemplated by this Assignment, and the related assumption and guaranty arrangements:
1. Consent Letter.
Reference is hereby made to that certain consent letter from Veltrano Capital Lending Corp. ("Veltrano"), addressed to Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, dated and executed as of May 17, 2024 (the "Consent Letter"), pursuant to which Veltrano consented to the change of control of GMP Cool Springs LLC and the other applicable Target Entities resulting from the transfer of 100% of the membership interests therein from Assignor to Assignee, subject to the terms and conditions set forth in the Consent Letter. A copy of the Consent Letter has been delivered to Assignee and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.
2. Replacement Carve-Out Guaranty.
Reference is hereby made to that certain Replacement Carve-Out Guaranty, dated as of June 6, 2024 (the "Replacement Guaranty"), executed by Fairwater Real Estate Investment Trust, as guarantor, in favor of Veltrano Capital Lending Corp., as lender, pursuant to which Assignee has guaranteed certain non-recourse carve-out liabilities and obligations of GMP Cool Springs LLC and the other applicable Target Entities under the Veltrano Loan Agreement and the related loan documents. The Replacement Guaranty replaces the existing carve-out guaranty previously delivered by Assignor (or its affiliates) in connection with the origination of the Veltrano loans. A copy of the Replacement Guaranty has been delivered to Veltrano and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.
3. Assumption Agreement.
Reference is hereby made to that certain Assumption Agreement, dated as of June 6, 2024 (the "Assumption Agreement"), executed by and among GMP Cool Springs LLC, the other applicable Target Entities, Fairwater Real Estate Investment Trust, and Veltrano Capital Lending Corp., pursuant to which the parties thereto have agreed to the assumption by Assignee and its affiliates of the borrower and sponsor obligations under the Veltrano Loan Agreement and the related loan documents, effective as of the Assignment Effective Time. A copy of the Assumption Agreement has been delivered to all parties thereto and is maintained in the closing files for the transactions contemplated by the Purchase Agreement.
4. Consent Fee.
In connection with Veltrano's consent to the change of control, a consent fee in the aggregate amount of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500), representing 0.50% of the aggregate outstanding principal balance of $142,300,000 under the Veltrano lending facility, was paid to Veltrano at closing. Pursuant to Section 7.05 of the Purchase Agreement, such consent fee was shared equally between Buyer and Seller, with each party bearing Fifty Percent (50%) of the aggregate consent fee, resulting in a payment of Three Hundred Fifty-Five Thousand Seven Hundred Fifty Dollars ($355,750) by Buyer and Three Hundred Fifty-Five Thousand Seven Hundred Fifty Dollars ($355,750) by Seller. Such allocation represents the Parties' agreed-upon sharing of the consent fee across all Veltrano-secured properties included in the portfolio transaction, and the amounts attributable to this Assignment are included within such aggregate allocation.
[End of Exhibit C]
[End of Document]
Item | Description
Full Legal Name | GMP Cool Springs LLC
Entity Type | Limited Liability Company
State of Organization | Delaware
Date of Formation | As reflected in the Certificate of Formation on file with the Secretary of State of the State of Delaware, File No. 7492816
Employer Identification Number (EIN) | 84-2639925
Registered Agent | Beaumont Software, 1209 Orange Street, Wilmington, Delaware 19801
Foreign Qualification | State of Tennessee
Tennessee Registration Number | 001048726
Sole Member (Pre-Assignment) | Greystone Meridian Partners Fund III, L.P.
Sole Member (Post-Assignment) | Fairwater Real Estate Investment Trust
Property Owned | Cool Springs Office Park, 5000 Virginia Way, Brentwood, Tennessee 37027
Property Type | Office
Rentable square Feet | Approximately 196,000
Year Built | 2016
County | Williamson County, Tennessee
Item | Description
Property Name | Cool Springs Office Park
Address | 5000 Virginia Way, Brentwood, Tennessee 37027
County | Williamson County, Tennessee
Property Type | Office
Rentable square Feet | Approximately 196,000
Year Built | 2016
Number of Buildings | As described in the Purchase Agreement
Parking | As described in the Purchase Agreement
Zoning | As described in the Purchase Agreement
Item | Description
Lender | Veltrano Capital Lending Corp.
Loan Designation | Loan 2-C
Loan Agreement Date | February 1, 2021
Interest Rate | Fixed at 4.68% per annum
Maturity Date | March 1, 2029
Part of Aggregate Facility | Yes — part of the aggregate $142,300,000 outstanding under the Veltrano lending facility