1036-00004 · Client 1036 · Closing/Assignments

assignment-membership-interests-fairfield-i.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Fairfield I LLC

Effective as of June 6, 2024

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

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Assignor" or "Seller"),

and

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

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

This Assignment is executed and delivered pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (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, collectively, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer.

RECITALS

WHEREAS:

A. GMP Fairfield I LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2310561, and the Company is the owner of the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Property"). The Property consists of approximately 412,000 rentable square feet of logistics and industrial warehouse space, which was constructed and placed into service in 2020;

B. Assignor is the sole member of the Company and the owner of one hundred percent (100%) of the membership interests in the Company (the "Assigned Interests"). Assignor is a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company;

C. Pursuant to the Purchase Agreement, Assignor has agreed to sell, assign, transfer, and convey to Assignee, and Assignee has agreed to purchase and accept from Assignor, one hundred percent (100%) of the membership interests in the Company, together with the membership interests in thirteen (13) other property-owning limited liability companies identified in the Purchase Agreement (each, a "Target Entity" and collectively, the "Target Entities"), for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Aggregate Purchase Price") for all fourteen (14) Target Entities. The Purchase Agreement is governed by the laws of the State of New York;

D. The Company is the borrower under Loan Supplement 1-A ("Loan 1-A"), one of eight (8) individual loan supplements under that certain Master Loan Agreement dated as of September 15, 2020, as amended from time to time (the "Master Loan Agreement"), between the Company (together with certain other affiliated borrower entities party thereto) and Pinnacle Federal Bank, N.A., a national banking association (the "Lender"). As of February 28, 2024, the aggregate outstanding principal balance of all loans under the Master Loan Agreement is Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), bearing interest at a fixed rate of 4.22% per annum and maturing on July 1, 2028. The Lender has consented to the transfer of the Assigned Interests (and the membership interests in the other applicable Target Entities that are borrowers under the Master Loan Agreement) pursuant to that certain Consent Letter dated June 4, 2024, issued by the Lender (the "Lender Consent"). In connection with the Lender Consent, a consent fee in the aggregate amount of One Million Fifty-Four Thousand Dollars ($1,054,000), representing 0.25% of the outstanding principal balance of all eight loans under the Master Loan Agreement, has been paid to the Lender; and

E. This Assignment is executed and delivered pursuant to the terms of the Purchase Agreement and constitutes one of the closing deliverables required thereunder in connection with the consummation of the transactions contemplated by the Purchase Agreement.

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

ARTICLE 1

DEFINITIONS

For purposes of this Assignment, the following terms shall have the meanings set forth below:

"Assigned Interests" means one hundred percent (100%) of the membership interests in the Company held by Assignor immediately prior to the Effective Date, as more particularly described on Exhibit A attached hereto.

"Company" means GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561).

"Effective Date" means June 6, 2024.

"Governing Documents" means the Limited Liability Company Agreement of the Company, as amended and restated on the Effective Date (as so amended and restated, the "A&R Operating Agreement"), together with the Certificate of Formation of the Company on file with the Delaware Secretary of State, in each case as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Property" means the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, as more particularly described on Exhibit B attached hereto.

"Purchase Agreement" means the Purchase and Sale Agreement dated as of February 28, 2024, 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, by and between Assignor, as seller, and Assignee, as buyer.

Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement, and such definitions are hereby incorporated into this Assignment by reference.

ARTICLE 2

ASSIGNMENT

Section 2.1 — Assignment of Membership Interests.

Assignor hereby irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in and to the Assigned Interests, constituting one hundred percent (100%) of the issued and outstanding membership interests in the Company, free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than as expressly set forth in Section 2.2 below. The foregoing assignment includes, without limitation, the irrevocable transfer to Assignee of all rights, privileges, powers, and authority appurtenant to the Assigned Interests, including but not limited to:

(a) all rights to allocations, distributions, profits, losses, and capital of the Company, whether arising before, on, or after the Effective Date (except to the extent otherwise provided in the Purchase Agreement with respect to prorations and adjustments);

(b) all voting and consent rights held by Assignor in its capacity as the sole member of the Company;

(c) all rights to information and access to the books, records, financial statements, tax returns, and other documents and data of the Company;

(d) all rights to manage the Company, to the extent held by Assignor as sole member, including the right to appoint and remove managers, officers, and agents of the Company; and

(e) all other rights, interests, benefits, and privileges of every kind and nature whatsoever pertaining to or arising from the Assigned Interests, whether arising under the Governing Documents, the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), or otherwise.

Section 2.2 — Conveyance Free and Clear.

The Assigned Interests are conveyed free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, charges, restrictions, and adverse claims of any kind or nature whatsoever, other than (i) those arising under the Governing Documents (including the A&R Operating Agreement being entered into on the Effective Date), (ii) the Permitted Exceptions set forth in the Purchase Agreement, and (iii) restrictions on transfer arising under applicable federal and state securities laws. Assignor represents and warrants that any UCC-1 financing statements previously filed against the Assigned Interests or the membership interests in the Company by or on behalf of Assignor, or any creditor or secured party of Assignor, have been or shall be contemporaneously terminated by the filing of UCC-3 termination statements in connection with the closing of the transactions contemplated by the Purchase Agreement. Assignor shall deliver evidence of such terminations to Assignee promptly following the filing thereof.

ARTICLE 3

ASSUMPTION

Section 3.1 — Assumption of Obligations.

Assignee hereby accepts the assignment of the Assigned Interests as set forth in Article 2 above and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all obligations, duties, and liabilities of the sole member of the Company arising from and after the Effective Date, including without limitation:

(a) all obligations of the sole member under the Governing Documents, including the A&R Operating Agreement;

(b) all obligations related to the ownership, operation, management, maintenance, leasing, and disposition of the Property arising from and after the Effective Date;

(c) all obligations under the leases, license agreements, occupancy agreements, and other tenant-related agreements to which the Company is a party or by which the Property is bound, to the extent such obligations arise from and after the Effective Date;

(d) all obligations under the service contracts, management agreements, brokerage agreements, and other contracts and agreements to which the Company is a party, to the extent such obligations arise from and after the Effective Date;

(e) all obligations with respect to environmental compliance, permits, licenses, governmental approvals, and entitlements relating to the Property, to the extent arising from and after the Effective Date; and

(f) all other obligations of the sole member of the Company arising from and after the Effective Date, whether arising under contract, at law, or in equity.

Section 3.2 — Assumed Indebtedness.

Without limiting the generality of Section 3.1 above, Assignee acknowledges and agrees that the Company is the borrower under Loan 1-A pursuant to the Master Loan Agreement dated as of September 15, 2020, as amended from time to time, with Pinnacle Federal Bank, N.A., as lender, and that the Company's obligations under the Master Loan Agreement and Loan 1-A shall continue in full force and effect following the transfer of the Assigned Interests contemplated hereby. In connection with the closing of the transactions contemplated by the Purchase Agreement, Assignee has executed and delivered the following documents:

(a) a separate Assumption Agreement with respect to the assumed loan obligations (the "Assumption Agreement"), pursuant to which Assignee agrees, among other things, to be bound by the transfer-related covenants and obligations applicable to the new owner of the Assigned Interests under the Master Loan Agreement; and

(b) a Replacement Guaranty and Environmental Indemnity Agreement (the "Replacement Guaranty") in favor of Pinnacle Federal Bank, N.A., pursuant to which Fairwater Real Estate Investment Trust replaces Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Master Loan Agreement with respect to Loan 1-A (and the other applicable loans).

Pursuant to the Replacement Guaranty and the Lender Consent, the guarantor financial covenants applicable to Assignee as the replacement guarantor include, without limitation: (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000), calculated in accordance with GAAP, and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), in each case tested on a quarterly basis and certified in writing to the Lender within forty-five (45) days following the end of each fiscal quarter of the guarantor.

Section 3.3 — Pre-Closing Obligations Retained by Assignor.

Notwithstanding the foregoing provisions of this Article 3, Assignor shall retain, and shall remain solely liable for, all obligations and liabilities of the sole member of the Company arising prior to the Effective Date, subject in all respects to the terms, limitations, caps, baskets, deductibles, and survival periods set forth in the Purchase Agreement. Without limiting the generality of the foregoing, the Parties acknowledge and agree that the indemnification obligations of Assignor under the Purchase Agreement are subject to the following limitations:

(a) General Representation Survival Period. The representations and warranties of Assignor set forth in the Purchase Agreement (other than the Fundamental Representations and Tax Representations) shall survive the closing for a period of eighteen (18) months following the Effective Date, expiring at 11:59 p.m., Eastern Time, on December 6, 2025;

(b) Tax Representation Survival Period. The Tax Representations of Assignor set forth in the Purchase Agreement shall survive the closing for a period of thirty-six (36) months following the Effective Date, expiring at 11:59 p.m., Eastern Time, on June 6, 2027;

(c) General Representation Cap. The aggregate liability of Assignor for losses arising out of breaches of the general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Aggregate Purchase Price of $1,100,000,000;

(d) Fundamental Representation Cap. The aggregate liability of Assignor for losses arising out of breaches of the Fundamental Representations shall not exceed One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Aggregate Purchase Price;

(e) Tipping Basket. Assignor shall not be liable for losses arising out of breaches of the general representations and warranties until the aggregate amount of all such losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000), at which point Assignor shall be liable for all such losses from the first dollar (subject to the General Representation Cap);

(f) De Minimis Threshold. No individual claim for losses arising out of a breach of a general representation or warranty shall be counted toward the tipping basket unless such individual claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000); and

(g) Indemnity Escrow. In accordance with the Purchase Agreement, the sum of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited into escrow (the "Indemnity Escrow") with Commonwealth National Title Insurance Company, as escrow agent, to secure the indemnification obligations of Assignor under the Purchase Agreement. The Indemnity Escrow shall be administered and distributed in accordance with the terms of the Indemnity Escrow Agreement executed in connection with the closing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

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

Section 4.1 — Organization and Authority.

Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's general partner is Greystone Meridian Capital LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full power and authority to execute and deliver this Assignment and to consummate the transactions contemplated hereby, and Assignor's general partner has full power and authority to execute this Assignment on behalf of Assignor.

Section 4.2 — Ownership of Assigned Interests.

Assignor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company. No other person or entity holds any membership interest in the Company, and no person or entity has any right, option, warrant, or other entitlement to acquire any membership interest in the Company. The Assigned Interests are free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever, except as disclosed in the Purchase Agreement and except for restrictions arising under the Governing Documents and applicable federal and state securities laws.

Section 4.3 — Due Authorization; Binding Obligation.

The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary action on the part of Assignor and its general partner, Greystone Meridian Capital LLC, including all necessary consents and approvals of the partners of Assignor and the members and managers of Assignor's general partner. No other proceedings, consents, or approvals on the part of Assignor, its general partner, its limited partners, or any other person or entity are necessary to authorize this Assignment or to consummate the transactions contemplated hereby. 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, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.4 — No Conflicts.

The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Assignor or the certificate of formation, operating agreement, or other organizational documents of Assignor's general partner, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any material contract, agreement, indenture, mortgage, deed of trust, lease, license, permit, or other instrument or obligation to which Assignor is a party or by which Assignor or the Assigned Interests are bound, or (iii) violate any applicable law, statute, rule, regulation, order, judgment, decree, or injunction of any governmental authority applicable to Assignor or the Assigned Interests. The Lender Consent from Pinnacle Federal Bank, N.A., dated June 4, 2024, has been obtained, and the transfer of the Assigned Interests contemplated by this Assignment does not constitute a default or event of default under the Master Loan Agreement or any of the loan documents executed in connection therewith, as consented to by the Lender.

Section 4.5 — Bring-Down.

The representations and warranties of Assignor contained in the Purchase Agreement, as brought down and reaffirmed in the Seller's Closing Certificate dated June 6, 2024 and delivered by Assignor to Assignee in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Seller's Closing Certificate"), are hereby incorporated into this Assignment by reference as though fully set forth herein. The incorporation of such representations and warranties by reference shall not be deemed to expand the survival periods, indemnification caps, or other limitations applicable to such representations and warranties under the Purchase Agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

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

Section 5.1 — Organization and Authority.

Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee's full legal name is Fairwater Real Estate Investment Trust. Assignee's Employer Identification Number is 52-2198437. Assignee is headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has full power and authority to execute and deliver this Assignment, to acquire the Assigned Interests, and to consummate the transactions contemplated hereby.

Section 5.2 — Due Authorization; Binding Obligation.

The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including the approval of the Board of Trustees of Assignee. No other proceedings, approvals, or consents on the part of Assignee, its Board of Trustees, its shareholders, or any other person or entity are necessary to authorize this Assignment or to consummate the transactions contemplated hereby. 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, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.3 — Bring-Down.

The representations and warranties of Assignee contained in the Purchase Agreement, as brought down and reaffirmed in the Buyer's Closing Certificate dated June 6, 2024 and delivered by Assignee to Assignor in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Buyer's Closing Certificate"), are hereby incorporated into this Assignment by reference as though fully set forth herein. The incorporation of such representations and warranties by reference shall not be deemed to expand the survival periods, indemnification caps, or other limitations applicable to such representations and warranties under the Purchase Agreement.

ARTICLE 6

ADMISSION OF ASSIGNEE AS SOLE MEMBER

Section 6.1 — Withdrawal of Assignor.

Effective as of the Effective Date, Assignor hereby withdraws as the sole member of the Company and ceases to have any rights, interests, obligations, or liabilities as a member of the Company (except as otherwise expressly provided in this Assignment or the Purchase Agreement with respect to pre-closing obligations retained by Assignor). Upon such withdrawal, Assignor shall have no further right to any allocations, distributions, or other economic benefits from the Company, except to the extent of prorations and adjustments owed to Assignor pursuant to the Purchase Agreement and the Closing Proration Statement.

Section 6.2 — Admission of Assignee.

Effective as of the Effective Date, Assignee is hereby admitted as the sole member of the Company in place of Assignor, with all of the rights, privileges, powers, and obligations of the sole member of the Company as set forth in the Governing Documents, the Delaware Limited Liability Company Act, and applicable law. Assignee shall be reflected as the sole member of the Company on the books and records of the Company and in all filings with the Secretary of State of the State of Delaware (including any amendment to the Certificate of Formation of the Company, if required) and any applicable state authorities in the State of Georgia, where the Company is qualified to transact business as a foreign limited liability company. Assignee agrees to cause such filings to be made promptly following the Effective Date.

Section 6.3 — Amended and Restated Operating Agreement.

Simultaneously with the execution and delivery of this Assignment, the Limited Liability Company Agreement of the Company is being amended and restated in its entirety to reflect Assignee as the sole member of the Company, as set forth in the Amended and Restated Limited Liability Company Agreement of GMP Fairfield I LLC dated as of the Effective Date (the "A&R Operating Agreement"). The A&R Operating Agreement supersedes the existing Limited Liability Company Agreement of the Company in its entirety, and all rights and obligations of the members of the Company shall henceforth be governed exclusively by the A&R Operating Agreement and applicable law. A copy of the A&R Operating Agreement has been delivered by Assignee to Assignor concurrently herewith.

ARTICLE 7

PRORATIONS AND ADJUSTMENTS

All prorations, adjustments, and credits with respect to the Property, including without limitation real property taxes and assessments, common area maintenance (CAM) charges, operating expense recoveries, percentage rent, utility charges, insurance premiums, management fees, and all other items subject to proration under the Purchase Agreement, have been calculated and allocated between Assignor and Assignee in accordance with the terms of the Purchase Agreement and are set forth in the Closing Proration Statement (Preliminary) dated June 6, 2024 (the "Preliminary Proration Statement"), which has been reviewed and approved by both Parties for purposes of the closing. The proration date is June 6, 2024. The Preliminary Proration Statement is subject to the ninety (90)-day post-closing true-up and reconciliation mechanism set forth in the Purchase Agreement and in Exhibit U thereto. The proration true-up deadline is September 4, 2024, which is ninety (90) days following the Effective Date. Any net amounts owed by one Party to the other as a result of the proration true-up shall be paid by wire transfer of immediately available funds within five (5) business days following the determination thereof.

All tenant security deposits held by the Company in its operating account at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303), together with all accrued interest thereon, are transferred as of the Effective Date as part of the assets of the Company and shall remain in the Company's account. Assignee, as the new sole member of the Company, hereby assumes responsibility for the proper holding, application, and return of all such security deposits in accordance with the applicable leases and Georgia law.

ARTICLE 8

FURTHER ASSURANCES

Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional documents, instruments, certificates, and assurances, and to take such additional actions, as the other Party may reasonably request in order to carry out and effectuate the intent and purposes of this Assignment and the transactions contemplated hereby. Without limiting the generality of the foregoing, Assignor agrees to cooperate with Assignee, at Assignee's sole cost and expense (except to the extent otherwise provided in the Purchase Agreement), in connection with (i) any filings with the Secretary of State of the State of Delaware, including amendments to the Certificate of Formation of the Company, (ii) state foreign qualification filings or amendments thereto in the State of Georgia or any other jurisdiction in which the Company is qualified to do business, (iii) UCC-3 termination statements or amendment statements necessary to reflect the release of any liens or security interests previously filed against the Assigned Interests, (iv) any filings or notifications required by Pinnacle Federal Bank, N.A., in connection with the Lender Consent, and (v) any other governmental, regulatory, or third-party filings, consents, or notifications necessary or desirable to reflect the transfer of the Assigned Interests from Assignor to Assignee. Assignor further agrees to execute and deliver such powers of attorney, assignments, endorsements, and other instruments as may be reasonably necessary to vest in Assignee good and marketable title to the Assigned Interests.

ARTICLE 9

MISCELLANEOUS PROVISIONS

Section 9.1 — Governing Law.

This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require or permit the application of the laws of any other jurisdiction, which governing law is consistent with the Purchase Agreement. Notwithstanding the foregoing, matters relating to the internal affairs of the Company, including the formation, organization, governance, management, dissolution, and winding up of the Company and the rights and obligations of its members, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.) and the Governing Documents. To the extent that any dispute arises under this Assignment, the dispute resolution provisions set forth in the Purchase Agreement shall apply, including, without limitation, the provisions governing jurisdiction, venue, and waiver of jury trial.

Section 9.2 — Entire Agreement.

This Assignment, together with the Purchase Agreement, the other closing documents delivered in connection therewith (including the Assumption Agreement, the Replacement Guaranty, the Indemnity Escrow Agreement, the Seller's Closing Certificate, and the Buyer's Closing Certificate), and the A&R Operating Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the assignment and transfer of the Assigned Interests.

Section 9.3 — Amendment and Waiver.

This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver. The failure of either Party to enforce any provision of this Assignment shall not be construed as a waiver of such provision or of the right of such Party to enforce such provision at a later time.

Section 9.4 — Successors and Assigns.

This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. 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 any wholly-owned subsidiary or affiliate of Assignee, provided that Assignee shall remain primarily liable for all of its obligations hereunder notwithstanding any such assignment.

Section 9.5 — Counterparts and Electronic Signatures.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) email attachment, or by any electronic signature platform compliant with the federal ESIGN Act (15 U.S.C. §§ 7001–7006) and the Uniform Electronic Transactions Act, shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.

Section 9.6 — Severability.

If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified and reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties, and the validity, legality, and enforceability of the remaining provisions of this Assignment shall not in any way be affected or impaired thereby.

Section 9.7 — No Third-Party Beneficiaries.

This Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Assignment, express or implied, is intended to or shall be construed to confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express third-party beneficiary of Assignee's assumption obligations set forth in Article 3 of this Assignment to the extent contemplated by the Lender Consent and the Assumption Agreement, and shall have the right to enforce such obligations directly against Assignee.

Section 9.8 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement, to the following addresses (or to such other addresses as a Party may designate by written notice to the other Party):

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, Managing Partner

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

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

Attention: Nathaniel Pryce

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 to (which shall not constitute notice):

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

Attention: Douglas Fairchild

Section 9.9 — Purchase Agreement Controls.

In the event of any conflict or inconsistency 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, govern, and prevail to the extent of such conflict or inconsistency. This Assignment is intended to implement and effectuate the transactions contemplated by the Purchase Agreement with respect to the Company and the Assigned Interests, and nothing in this Assignment is intended to, or shall be construed to, expand, diminish, modify, or otherwise alter any right, obligation, representation, warranty, covenant, or agreement of either Party under the Purchase Agreement.

[Signature pages follow]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP FAIRFIELD I LLC

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

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP FAIRFIELD I LLC

ASSIGNEE:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

EXHIBIT A

DESCRIPTION OF THE ASSIGNED INTERESTS

Assigned Interests: One hundred percent (100%) of the issued and outstanding membership interests in GMP Fairfield I LLC, a limited liability company organized under the laws of the State of Delaware.

Employer Identification Number: 84-2310561

State of Formation: Delaware

Registered Agent and Address: Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801

Sole Member Prior to Assignment: Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership

Sole Member Following Assignment: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust

Description of Principal Asset of the Company: The Company owns the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, consisting of approximately 412,000 rentable square feet of logistics and industrial warehouse space, built in 2020, as more particularly described on Exhibit B attached hereto.

EXHIBIT B

DESCRIPTION OF THE PROPERTY

Legal Description: The legal description of the Property is set forth on Exhibit A to the Purchase Agreement (as defined in the Assignment to which this Exhibit B is attached) and is incorporated herein by reference. Such legal description is based upon the survey prepared by Precision Land Surveying, LLC and the title commitment issued by Commonwealth National Title Insurance Company, each as referenced in the Purchase Agreement.

End of Exhibit B

Item	Description
Property Name	Fairfield Logistics Center I
Address	4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County	Fulton County, Georgia
Property Type	Logistics / Industrial Warehouse
Rentable square Feet	Approximately 412,000
Year Built	2020
Target Entity (Owner)	GMP Fairfield I LLC, a Delaware limited liability company
EIN	84-2310561
Loan	Loan Supplement 1-A under the Master Loan Agreement dated September 15, 2020, as amended, with Pinnacle Federal Bank, N.A.

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Fairfield I LLC
Effective as of June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Assignor" or "Seller"),
and
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer").
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Assignment is executed and delivered pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (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, collectively, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer.
RECITALS
WHEREAS:
A. GMP Fairfield I LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2310561, and the Company is the owner of the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213 (the "Property"). The Property consists of approximately 412,000 rentable square feet of logistics and industrial warehouse space, which was constructed and placed into service in 2020;
B. Assignor is the sole member of the Company and the owner of one hundred percent (100%) of the membership interests in the Company (the "Assigned Interests"). Assignor is a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company;
C. Pursuant to the Purchase Agreement, Assignor has agreed to sell, assign, transfer, and convey to Assignee, and Assignee has agreed to purchase and accept from Assignor, one hundred percent (100%) of the membership interests in the Company, together with the membership interests in thirteen (13) other property-owning limited liability companies identified in the Purchase Agreement (each, a "Target Entity" and collectively, the "Target Entities"), for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Aggregate Purchase Price") for all fourteen (14) Target Entities. The Purchase Agreement is governed by the laws of the State of New York;
D. The Company is the borrower under Loan Supplement 1-A ("Loan 1-A"), one of eight (8) individual loan supplements under that certain Master Loan Agreement dated as of September 15, 2020, as amended from time to time (the "Master Loan Agreement"), between the Company (together with certain other affiliated borrower entities party thereto) and Pinnacle Federal Bank, N.A., a national banking association (the "Lender"). As of February 28, 2024, the aggregate outstanding principal balance of all loans under the Master Loan Agreement is Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), bearing interest at a fixed rate of 4.22% per annum and maturing on July 1, 2028. The Lender has consented to the transfer of the Assigned Interests (and the membership interests in the other applicable Target Entities that are borrowers under the Master Loan Agreement) pursuant to that certain Consent Letter dated June 4, 2024, issued by the Lender (the "Lender Consent"). In connection with the Lender Consent, a consent fee in the aggregate amount of One Million Fifty-Four Thousand Dollars ($1,054,000), representing 0.25% of the outstanding principal balance of all eight loans under the Master Loan Agreement, has been paid to the Lender; and
E. This Assignment is executed and delivered pursuant to the terms of the Purchase Agreement and constitutes one of the closing deliverables required thereunder in connection with the consummation of the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Assignment, the following terms shall have the meanings set forth below:
"Assigned Interests" means one hundred percent (100%) of the membership interests in the Company held by Assignor immediately prior to the Effective Date, as more particularly described on Exhibit A attached hereto.
"Company" means GMP Fairfield I LLC, a Delaware limited liability company (EIN: 84-2310561).
"Effective Date" means June 6, 2024.
"Governing Documents" means the Limited Liability Company Agreement of the Company, as amended and restated on the Effective Date (as so amended and restated, the "A&R Operating Agreement"), together with the Certificate of Formation of the Company on file with the Delaware Secretary of State, in each case as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Property" means the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, as more particularly described on Exhibit B attached hereto.
"Purchase Agreement" means the Purchase and Sale Agreement dated as of February 28, 2024, 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, by and between Assignor, as seller, and Assignee, as buyer.
Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement, and such definitions are hereby incorporated into this Assignment by reference.
ARTICLE 2
ASSIGNMENT
Section 2.1 — Assignment of Membership Interests.
Assignor hereby irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in and to the Assigned Interests, constituting one hundred percent (100%) of the issued and outstanding membership interests in the Company, free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than as expressly set forth in Section 2.2 below. The foregoing assignment includes, without limitation, the irrevocable transfer to Assignee of all rights, privileges, powers, and authority appurtenant to the Assigned Interests, including but not limited to:
(a) all rights to allocations, distributions, profits, losses, and capital of the Company, whether arising before, on, or after the Effective Date (except to the extent otherwise provided in the Purchase Agreement with respect to prorations and adjustments);
(b) all voting and consent rights held by Assignor in its capacity as the sole member of the Company;
(c) all rights to information and access to the books, records, financial statements, tax returns, and other documents and data of the Company;
(d) all rights to manage the Company, to the extent held by Assignor as sole member, including the right to appoint and remove managers, officers, and agents of the Company; and
(e) all other rights, interests, benefits, and privileges of every kind and nature whatsoever pertaining to or arising from the Assigned Interests, whether arising under the Governing Documents, the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), or otherwise.
Section 2.2 — Conveyance Free and Clear.
The Assigned Interests are conveyed free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, charges, restrictions, and adverse claims of any kind or nature whatsoever, other than (i) those arising under the Governing Documents (including the A&R Operating Agreement being entered into on the Effective Date), (ii) the Permitted Exceptions set forth in the Purchase Agreement, and (iii) restrictions on transfer arising under applicable federal and state securities laws. Assignor represents and warrants that any UCC-1 financing statements previously filed against the Assigned Interests or the membership interests in the Company by or on behalf of Assignor, or any creditor or secured party of Assignor, have been or shall be contemporaneously terminated by the filing of UCC-3 termination statements in connection with the closing of the transactions contemplated by the Purchase Agreement. Assignor shall deliver evidence of such terminations to Assignee promptly following the filing thereof.
ARTICLE 3
ASSUMPTION
Section 3.1 — Assumption of Obligations.
Assignee hereby accepts the assignment of the Assigned Interests as set forth in Article 2 above and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all obligations, duties, and liabilities of the sole member of the Company arising from and after the Effective Date, including without limitation:
(a) all obligations of the sole member under the Governing Documents, including the A&R Operating Agreement;
(b) all obligations related to the ownership, operation, management, maintenance, leasing, and disposition of the Property arising from and after the Effective Date;
(c) all obligations under the leases, license agreements, occupancy agreements, and other tenant-related agreements to which the Company is a party or by which the Property is bound, to the extent such obligations arise from and after the Effective Date;
(d) all obligations under the service contracts, management agreements, brokerage agreements, and other contracts and agreements to which the Company is a party, to the extent such obligations arise from and after the Effective Date;
(e) all obligations with respect to environmental compliance, permits, licenses, governmental approvals, and entitlements relating to the Property, to the extent arising from and after the Effective Date; and
(f) all other obligations of the sole member of the Company arising from and after the Effective Date, whether arising under contract, at law, or in equity.
Section 3.2 — Assumed Indebtedness.
Without limiting the generality of Section 3.1 above, Assignee acknowledges and agrees that the Company is the borrower under Loan 1-A pursuant to the Master Loan Agreement dated as of September 15, 2020, as amended from time to time, with Pinnacle Federal Bank, N.A., as lender, and that the Company's obligations under the Master Loan Agreement and Loan 1-A shall continue in full force and effect following the transfer of the Assigned Interests contemplated hereby. In connection with the closing of the transactions contemplated by the Purchase Agreement, Assignee has executed and delivered the following documents:
(a) a separate Assumption Agreement with respect to the assumed loan obligations (the "Assumption Agreement"), pursuant to which Assignee agrees, among other things, to be bound by the transfer-related covenants and obligations applicable to the new owner of the Assigned Interests under the Master Loan Agreement; and
(b) a Replacement Guaranty and Environmental Indemnity Agreement (the "Replacement Guaranty") in favor of Pinnacle Federal Bank, N.A., pursuant to which Fairwater Real Estate Investment Trust replaces Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Master Loan Agreement with respect to Loan 1-A (and the other applicable loans).
Pursuant to the Replacement Guaranty and the Lender Consent, the guarantor financial covenants applicable to Assignee as the replacement guarantor include, without limitation: (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000), calculated in accordance with GAAP, and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), in each case tested on a quarterly basis and certified in writing to the Lender within forty-five (45) days following the end of each fiscal quarter of the guarantor.
Section 3.3 — Pre-Closing Obligations Retained by Assignor.
Notwithstanding the foregoing provisions of this Article 3, Assignor shall retain, and shall remain solely liable for, all obligations and liabilities of the sole member of the Company arising prior to the Effective Date, subject in all respects to the terms, limitations, caps, baskets, deductibles, and survival periods set forth in the Purchase Agreement. Without limiting the generality of the foregoing, the Parties acknowledge and agree that the indemnification obligations of Assignor under the Purchase Agreement are subject to the following limitations:
(a) General Representation Survival Period. The representations and warranties of Assignor set forth in the Purchase Agreement (other than the Fundamental Representations and Tax Representations) shall survive the closing for a period of eighteen (18) months following the Effective Date, expiring at 11:59 p.m., Eastern Time, on December 6, 2025;
(b) Tax Representation Survival Period. The Tax Representations of Assignor set forth in the Purchase Agreement shall survive the closing for a period of thirty-six (36) months following the Effective Date, expiring at 11:59 p.m., Eastern Time, on June 6, 2027;
(c) General Representation Cap. The aggregate liability of Assignor for losses arising out of breaches of the general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000), representing five percent (5%) of the Aggregate Purchase Price of $1,100,000,000;
(d) Fundamental Representation Cap. The aggregate liability of Assignor for losses arising out of breaches of the Fundamental Representations shall not exceed One Hundred Ten Million Dollars ($110,000,000), representing ten percent (10%) of the Aggregate Purchase Price;
(e) Tipping Basket. Assignor shall not be liable for losses arising out of breaches of the general representations and warranties until the aggregate amount of all such losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000), at which point Assignor shall be liable for all such losses from the first dollar (subject to the General Representation Cap);
(f) De Minimis Threshold. No individual claim for losses arising out of a breach of a general representation or warranty shall be counted toward the tipping basket unless such individual claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000); and
(g) Indemnity Escrow. In accordance with the Purchase Agreement, the sum of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) has been deposited into escrow (the "Indemnity Escrow") with Commonwealth National Title Insurance Company, as escrow agent, to secure the indemnification obligations of Assignor under the Purchase Agreement. The Indemnity Escrow shall be administered and distributed in accordance with the terms of the Indemnity Escrow Agreement executed in connection with the closing.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and warranties to Assignee as of the Effective Date:
Section 4.1 — Organization and Authority.
Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's general partner is Greystone Meridian Capital LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full power and authority to execute and deliver this Assignment and to consummate the transactions contemplated hereby, and Assignor's general partner has full power and authority to execute this Assignment on behalf of Assignor.
Section 4.2 — Ownership of Assigned Interests.
Assignor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company. No other person or entity holds any membership interest in the Company, and no person or entity has any right, option, warrant, or other entitlement to acquire any membership interest in the Company. The Assigned Interests are free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever, except as disclosed in the Purchase Agreement and except for restrictions arising under the Governing Documents and applicable federal and state securities laws.
Section 4.3 — Due Authorization; Binding Obligation.
The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary action on the part of Assignor and its general partner, Greystone Meridian Capital LLC, including all necessary consents and approvals of the partners of Assignor and the members and managers of Assignor's general partner. No other proceedings, consents, or approvals on the part of Assignor, its general partner, its limited partners, or any other person or entity are necessary to authorize this Assignment or to consummate the transactions contemplated hereby. 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, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.4 — No Conflicts.
The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Assignor or the certificate of formation, operating agreement, or other organizational documents of Assignor's general partner, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any material contract, agreement, indenture, mortgage, deed of trust, lease, license, permit, or other instrument or obligation to which Assignor is a party or by which Assignor or the Assigned Interests are bound, or (iii) violate any applicable law, statute, rule, regulation, order, judgment, decree, or injunction of any governmental authority applicable to Assignor or the Assigned Interests. The Lender Consent from Pinnacle Federal Bank, N.A., dated June 4, 2024, has been obtained, and the transfer of the Assigned Interests contemplated by this Assignment does not constitute a default or event of default under the Master Loan Agreement or any of the loan documents executed in connection therewith, as consented to by the Lender.
Section 4.5 — Bring-Down.
The representations and warranties of Assignor contained in the Purchase Agreement, as brought down and reaffirmed in the Seller's Closing Certificate dated June 6, 2024 and delivered by Assignor to Assignee in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Seller's Closing Certificate"), are hereby incorporated into this Assignment by reference as though fully set forth herein. The incorporation of such representations and warranties by reference shall not be deemed to expand the survival periods, indemnification caps, or other limitations applicable to such representations and warranties under the Purchase Agreement.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and warranties to Assignor as of the Effective Date:
Section 5.1 — Organization and Authority.
Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee's full legal name is Fairwater Real Estate Investment Trust. Assignee's Employer Identification Number is 52-2198437. Assignee is headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has full power and authority to execute and deliver this Assignment, to acquire the Assigned Interests, and to consummate the transactions contemplated hereby.
Section 5.2 — Due Authorization; Binding Obligation.
The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including the approval of the Board of Trustees of Assignee. No other proceedings, approvals, or consents on the part of Assignee, its Board of Trustees, its shareholders, or any other person or entity are necessary to authorize this Assignment or to consummate the transactions contemplated hereby. 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, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 5.3 — Bring-Down.
The representations and warranties of Assignee contained in the Purchase Agreement, as brought down and reaffirmed in the Buyer's Closing Certificate dated June 6, 2024 and delivered by Assignee to Assignor in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Buyer's Closing Certificate"), are hereby incorporated into this Assignment by reference as though fully set forth herein. The incorporation of such representations and warranties by reference shall not be deemed to expand the survival periods, indemnification caps, or other limitations applicable to such representations and warranties under the Purchase Agreement.
ARTICLE 6
ADMISSION OF ASSIGNEE AS SOLE MEMBER
Section 6.1 — Withdrawal of Assignor.
Effective as of the Effective Date, Assignor hereby withdraws as the sole member of the Company and ceases to have any rights, interests, obligations, or liabilities as a member of the Company (except as otherwise expressly provided in this Assignment or the Purchase Agreement with respect to pre-closing obligations retained by Assignor). Upon such withdrawal, Assignor shall have no further right to any allocations, distributions, or other economic benefits from the Company, except to the extent of prorations and adjustments owed to Assignor pursuant to the Purchase Agreement and the Closing Proration Statement.
Section 6.2 — Admission of Assignee.
Effective as of the Effective Date, Assignee is hereby admitted as the sole member of the Company in place of Assignor, with all of the rights, privileges, powers, and obligations of the sole member of the Company as set forth in the Governing Documents, the Delaware Limited Liability Company Act, and applicable law. Assignee shall be reflected as the sole member of the Company on the books and records of the Company and in all filings with the Secretary of State of the State of Delaware (including any amendment to the Certificate of Formation of the Company, if required) and any applicable state authorities in the State of Georgia, where the Company is qualified to transact business as a foreign limited liability company. Assignee agrees to cause such filings to be made promptly following the Effective Date.
Section 6.3 — Amended and Restated Operating Agreement.
Simultaneously with the execution and delivery of this Assignment, the Limited Liability Company Agreement of the Company is being amended and restated in its entirety to reflect Assignee as the sole member of the Company, as set forth in the Amended and Restated Limited Liability Company Agreement of GMP Fairfield I LLC dated as of the Effective Date (the "A&R Operating Agreement"). The A&R Operating Agreement supersedes the existing Limited Liability Company Agreement of the Company in its entirety, and all rights and obligations of the members of the Company shall henceforth be governed exclusively by the A&R Operating Agreement and applicable law. A copy of the A&R Operating Agreement has been delivered by Assignee to Assignor concurrently herewith.
ARTICLE 7
PRORATIONS AND ADJUSTMENTS
All prorations, adjustments, and credits with respect to the Property, including without limitation real property taxes and assessments, common area maintenance (CAM) charges, operating expense recoveries, percentage rent, utility charges, insurance premiums, management fees, and all other items subject to proration under the Purchase Agreement, have been calculated and allocated between Assignor and Assignee in accordance with the terms of the Purchase Agreement and are set forth in the Closing Proration Statement (Preliminary) dated June 6, 2024 (the "Preliminary Proration Statement"), which has been reviewed and approved by both Parties for purposes of the closing. The proration date is June 6, 2024. The Preliminary Proration Statement is subject to the ninety (90)-day post-closing true-up and reconciliation mechanism set forth in the Purchase Agreement and in Exhibit U thereto. The proration true-up deadline is September 4, 2024, which is ninety (90) days following the Effective Date. Any net amounts owed by one Party to the other as a result of the proration true-up shall be paid by wire transfer of immediately available funds within five (5) business days following the determination thereof.
All tenant security deposits held by the Company in its operating account at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303), together with all accrued interest thereon, are transferred as of the Effective Date as part of the assets of the Company and shall remain in the Company's account. Assignee, as the new sole member of the Company, hereby assumes responsibility for the proper holding, application, and return of all such security deposits in accordance with the applicable leases and Georgia law.
ARTICLE 8
FURTHER ASSURANCES
Each Party agrees to execute and deliver, from time to time after the Effective Date, such additional documents, instruments, certificates, and assurances, and to take such additional actions, as the other Party may reasonably request in order to carry out and effectuate the intent and purposes of this Assignment and the transactions contemplated hereby. Without limiting the generality of the foregoing, Assignor agrees to cooperate with Assignee, at Assignee's sole cost and expense (except to the extent otherwise provided in the Purchase Agreement), in connection with (i) any filings with the Secretary of State of the State of Delaware, including amendments to the Certificate of Formation of the Company, (ii) state foreign qualification filings or amendments thereto in the State of Georgia or any other jurisdiction in which the Company is qualified to do business, (iii) UCC-3 termination statements or amendment statements necessary to reflect the release of any liens or security interests previously filed against the Assigned Interests, (iv) any filings or notifications required by Pinnacle Federal Bank, N.A., in connection with the Lender Consent, and (v) any other governmental, regulatory, or third-party filings, consents, or notifications necessary or desirable to reflect the transfer of the Assigned Interests from Assignor to Assignee. Assignor further agrees to execute and deliver such powers of attorney, assignments, endorsements, and other instruments as may be reasonably necessary to vest in Assignee good and marketable title to the Assigned Interests.
ARTICLE 9
MISCELLANEOUS PROVISIONS
Section 9.1 — Governing Law.
This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require or permit the application of the laws of any other jurisdiction, which governing law is consistent with the Purchase Agreement. Notwithstanding the foregoing, matters relating to the internal affairs of the Company, including the formation, organization, governance, management, dissolution, and winding up of the Company and the rights and obligations of its members, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.) and the Governing Documents. To the extent that any dispute arises under this Assignment, the dispute resolution provisions set forth in the Purchase Agreement shall apply, including, without limitation, the provisions governing jurisdiction, venue, and waiver of jury trial.
Section 9.2 — Entire Agreement.
This Assignment, together with the Purchase Agreement, the other closing documents delivered in connection therewith (including the Assumption Agreement, the Replacement Guaranty, the Indemnity Escrow Agreement, the Seller's Closing Certificate, and the Buyer's Closing Certificate), and the A&R Operating Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the assignment and transfer of the Assigned Interests.
Section 9.3 — Amendment and Waiver.
This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver. The failure of either Party to enforce any provision of this Assignment shall not be construed as a waiver of such provision or of the right of such Party to enforce such provision at a later time.
Section 9.4 — Successors and Assigns.
This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. 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 any wholly-owned subsidiary or affiliate of Assignee, provided that Assignee shall remain primarily liable for all of its obligations hereunder notwithstanding any such assignment.
Section 9.5 — Counterparts and Electronic Signatures.
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) email attachment, or by any electronic signature platform compliant with the federal ESIGN Act (15 U.S.C. §§ 7001–7006) and the Uniform Electronic Transactions Act, shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.
Section 9.6 — Severability.
If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified and reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties, and the validity, legality, and enforceability of the remaining provisions of this Assignment shall not in any way be affected or impaired thereby.
Section 9.7 — No Third-Party Beneficiaries.
This Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Assignment, express or implied, is intended to or shall be construed to confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever under or by reason of this Assignment; provided, however, that Pinnacle Federal Bank, N.A. shall be an express third-party beneficiary of Assignee's assumption obligations set forth in Article 3 of this Assignment to the extent contemplated by the Lender Consent and the Assumption Agreement, and shall have the right to enforce such obligations directly against Assignee.
Section 9.8 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement, to the following addresses (or to such other addresses as a Party may designate by written notice to the other Party):
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, Managing Partner
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
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 to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Section 9.9 — Purchase Agreement Controls.
In the event of any conflict or inconsistency 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, govern, and prevail to the extent of such conflict or inconsistency. This Assignment is intended to implement and effectuate the transactions contemplated by the Purchase Agreement with respect to the Company and the Assigned Interests, and nothing in this Assignment is intended to, or shall be construed to, expand, diminish, modify, or otherwise alter any right, obligation, representation, warranty, covenant, or agreement of either Party under the Purchase Agreement.
[Signature pages follow]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP FAIRFIELD I LLC
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
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP FAIRFIELD I LLC
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
EXHIBIT A
DESCRIPTION OF THE ASSIGNED INTERESTS
Assigned Interests: One hundred percent (100%) of the issued and outstanding membership interests in GMP Fairfield I LLC, a limited liability company organized under the laws of the State of Delaware.
Employer Identification Number: 84-2310561
State of Formation: Delaware
Registered Agent and Address: Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801
Sole Member Prior to Assignment: Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership
Sole Member Following Assignment: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust
Description of Principal Asset of the Company: The Company owns the real property commonly known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, consisting of approximately 412,000 rentable square feet of logistics and industrial warehouse space, built in 2020, as more particularly described on Exhibit B attached hereto.
EXHIBIT B
DESCRIPTION OF THE PROPERTY
Legal Description: The legal description of the Property is set forth on Exhibit A to the Purchase Agreement (as defined in the Assignment to which this Exhibit B is attached) and is incorporated herein by reference. Such legal description is based upon the survey prepared by Precision Land Surveying, LLC and the title commitment issued by Commonwealth National Title Insurance Company, each as referenced in the Purchase Agreement.
End of Exhibit B
Item | Description
Property Name | Fairfield Logistics Center I
Address | 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213
County | Fulton County, Georgia
Property Type | Logistics / Industrial Warehouse
Rentable square Feet | Approximately 412,000
Year Built | 2020
Target Entity (Owner) | GMP Fairfield I LLC, a Delaware limited liability company
EIN | 84-2310561
Loan | Loan Supplement 1-A under the Master Loan Agreement dated September 15, 2020, as amended, with Pinnacle Federal Bank, N.A.