1036-00004 · Client 1036 · Closing/Assignments

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

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Calderwood & Harkness LLP Matter No. 1036-00004

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Katy LLC

Effective Date: June 6, 2024

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is 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"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326; and

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044.

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

This Assignment is entered into in connection with, and 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, the "PSA"), by and between Assignor, as seller, and Assignee, as buyer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA.

RECITALS

WHEREAS:

A. GMP Katy LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2415710. The Company is the owner of that certain real property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449 (the "Property"). The Property is an industrial logistics facility comprising approximately 538,000 rentable square feet, which was constructed and placed into service in 2021. The Property is situated in Harris County, Texas, and is more particularly described in Exhibit A attached hereto and incorporated herein by reference;

B. Assignor is the sole member of the Company and owns one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Assignor's principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and Assignor's registered agent in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801;

C. Pursuant to the PSA, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume, 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 for the entire portfolio of Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustments as set forth in the PSA, including a property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000), resulting in an adjusted purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000). The transaction is structured as an entity-level acquisition of the membership interests in each Target Entity. The PSA is governed by the laws of the State of New York;

D. The Company is a borrower under that certain Master Loan Agreement, dated as of September 15, 2020 (as amended from time to time, the "Master Loan Agreement"), by and among Pinnacle Federal Bank, N.A. ("Lender"), as lender, and certain borrower entities, as borrowers, as supplemented by the individual loan supplement for the Property designated as Loan 1-D thereunder. The aggregate outstanding principal balance of the Pinnacle loans under the Master Loan Agreement is Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of February 28, 2024, bearing a fixed interest rate of 4.22% per annum, with a maturity date of July 1, 2028. Lender consent to the change of control effectuated by this Assignment was obtained from Pinnacle Federal Bank, N.A. pursuant to a consent letter executed on June 4, 2024 (the "Lender Consent"). In connection with the Lender Consent, a consent fee of One Million Fifty-Four Thousand Dollars ($1,054,000) in the aggregate for all Pinnacle loans (representing 0.25% of the outstanding principal balance) was paid, shared equally (50/50) between Assignor and Assignee;

E. In connection with the Lender Consent, Assignee has executed a Replacement Carve-Out Guaranty in favor of Pinnacle Federal Bank, N.A. (the "Replacement Guaranty"), replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents. The Replacement Guaranty requires the guarantor thereunder to maintain, at all times, (i) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000); and

F. Assignor desires to assign, transfer, convey, and deliver the Membership Interests to Assignee, and Assignee desires to accept such assignment and assume all obligations of Assignor with respect to the Membership Interests and the Company, all in accordance with the terms and conditions of the PSA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the recitals set forth above (which are incorporated herein by this reference), the consideration paid and to be paid pursuant to the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Assignment, the following terms shall have the meanings set forth below:

"Assignment" means this Assignment and Assumption of Membership Interests, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

"Assumed Obligations" means all obligations and liabilities of the Company or relating to the Membership Interests arising from and after the Effective Date, including, without limitation, all obligations under the Operating Agreement, the loan documents, tenant leases, service contracts, and other agreements to which the Company is a party, to the extent such obligations relate to periods from and after the Effective Date.

"Company" means GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710).

"Effective Date" means June 6, 2024.

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

"Operating Agreement" means the Limited Liability Company Operating Agreement of the Company, as amended and restated as of the Effective Date in the form attached hereto as Exhibit C.

"Property" means the real property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449, as more particularly described in Exhibit A attached hereto.

"PSA" means the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor and Assignee, 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, together with all exhibits, schedules, and ancillary documents thereto.

All capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA, which definitions are hereby incorporated herein by this reference, mutatis mutandis.

ARTICLE II — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 2.1 — Assignment.

Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the Membership Interests, representing one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company. Such assignment is made free and clear of all liens, encumbrances, pledges, security interests, claims, options, restrictions, rights of first refusal, charges, and adverse claims of any kind or nature whatsoever, except for Permitted Exceptions as set forth in PSA Exhibit P. From and after the Effective Date, Assignor shall have no further right, title, or interest in or to the Membership Interests, and Assignee shall be the sole owner of all such Membership Interests.

Section 2.2 — Acceptance and Assumption.

Assignee hereby accepts the foregoing assignment of the Membership Interests from Assignor and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all of the Assumed Obligations arising from and after the Effective Date. Without limiting the generality of the foregoing, Assignee agrees to be bound by and to comply with all of the terms and conditions of the Operating Agreement (as amended and restated as of the Effective Date) as the sole member of the Company, including all obligations and responsibilities set forth therein. Assignee further agrees to assume all obligations of the Company under the loan documents, tenant leases, service contracts, and other agreements to which the Company is a party, in each case to the extent such obligations relate to periods from and after the Effective Date.

Section 2.3 — Admission of Assignee as Sole Member.

Effective as of the Effective Date: (a) Assignor is hereby withdrawn as a member of the Company and shall have no further rights, obligations, or interest as a member of the Company (except as may be expressly provided in the PSA or this Assignment with respect to pre-Effective Date matters); and (b) Assignee is hereby admitted as the sole member of the Company. From and after the Effective Date, Assignee shall have all rights, powers, and authorities of the sole member of the Company under the Operating Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), including the right to manage, control, and direct the business and affairs of the Company.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows:

Section 3.1 — Organization and Authority.

Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, a Delaware limited liability company, as general partner of Assignor, has full power and authority to execute and deliver this Assignment and to consummate and perform the transactions contemplated hereby on behalf of Assignor. This Assignment has been duly authorized by all necessary partnership action of Assignor, and no other action or proceeding on the part of Assignor, its general partner, or its limited partners is necessary to authorize the execution, delivery, or performance of this Assignment.

Section 3.2 — Ownership.

Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are validly issued, fully paid, and nonassessable (to the extent such concepts are applicable to limited liability company interests under applicable law). The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, and other restrictions or limitations of any kind, except as disclosed in the PSA. There are no outstanding options, warrants, convertible instruments, or other rights to acquire any membership interests or other equity interests in the Company. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests.

Section 3.3 — Enforceability.

This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance or injunctive relief.

Section 3.4 — No Violation.

The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignor or the Company; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignor or the Company; (c) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time or both), or give rise to a right of termination, modification, cancellation, or acceleration under, any material agreement, contract, instrument, mortgage, indenture, or other obligation to which Assignor or the Company is a party or by which any of their respective properties or assets are bound; or (d) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests or any assets of the Company.

Section 3.5 — Consents.

All consents, approvals, authorizations, orders, registrations, qualifications, permits, and filings required by any governmental authority or other person or entity for the valid execution, delivery, and performance by Assignor of this Assignment and the valid transfer of the Membership Interests to Assignee have been obtained or made, including, without limitation, the Lender Consent from Pinnacle Federal Bank, N.A. executed on June 4, 2024. No further consent, approval, or authorization is required from any governmental authority, lender, tenant, or other third party in connection with the consummation of the transactions contemplated by this Assignment.

Section 3.6 — Bring-Down of PSA Representations.

The representations and warranties of Assignor/Seller set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties that speak as of a specific date, which are true and correct in all material respects as of such specified date), as certified in the Seller's Closing Certificate executed on even date herewith by Victor Lansdell on behalf of Assignor and delivered to Assignee in accordance with the closing requirements of the PSA.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows:

Section 4.1 — 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 has full power and authority to execute and deliver this Assignment, to accept the Membership Interests, and to assume the Assumed Obligations. The execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignee, including all requisite approvals of Assignee's board of trustees and officers, as applicable. No other corporate, trust, or other organizational action or proceeding on the part of Assignee is necessary to authorize this Assignment. Assignee's principal office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee's Employer Identification Number is 52-2198437.

Section 4.2 — Enforceability.

This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance or injunctive relief.

Section 4.3 — No Violation.

The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignee; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignee; or (c) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time or both), or give rise to a right of termination, modification, cancellation, or acceleration under, any material agreement, contract, instrument, mortgage, indenture, or other obligation to which Assignee is a party or by which any of its properties or assets are bound.

Section 4.4 — Financial Capacity.

Assignee represents and warrants that it has the financial capacity to perform its obligations under the Assumed Obligations, including full compliance with the guarantor financial covenants under the Replacement Carve-Out Guaranty executed by Assignee in favor of Pinnacle Federal Bank, N.A. Specifically, and without limitation, Assignee represents that as of the Effective Date: (a) Assignee's tangible net worth is not less than Five Hundred Million Dollars ($500,000,000); and (b) Assignee's liquid assets are not less than Fifty Million Dollars ($50,000,000). Assignee covenants that it shall maintain such minimum tangible net worth and minimum liquid asset levels at all times during the term of the Replacement Carve-Out Guaranty, in accordance with the terms thereof.

ARTICLE V — COVENANTS

Section 5.1 — Further Assurances.

Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, certificates, and agreements as may be reasonably necessary or appropriate to effectuate the assignment and assumption contemplated by this Assignment and to carry out the purposes and intent hereof. Without limiting the foregoing, each Party shall cooperate in good faith with the other Party in connection with any post-closing filings, registrations, or notifications required by applicable law or regulation, or by any governmental authority, lender, or other third party, in connection with the transactions contemplated hereby.

Section 5.2 — Operating Agreement.

Assignee shall cause the Operating Agreement of the Company to be amended and restated effective as of the Effective Date to reflect Assignee as the sole member of the Company, with such additional amendments as Assignee may determine in its reasonable discretion, consistent with the terms of the PSA and the loan documents. The Amended and Restated Operating Agreement of GMP Katy LLC has been executed on even date herewith and is attached hereto as Exhibit C and incorporated herein by reference.

Section 5.3 — Delaware Filings.

Assignee shall cause to be filed with the Secretary of State of the State of Delaware, as promptly as practicable following the Effective Date (and in any event within thirty (30) days thereof), any required certificate of amendment, annual report, or other filing reflecting the change of member and/or manager of the Company. Assignee shall bear all filing fees and costs associated with such filings.

Section 5.4 — Foreign Qualification Updates.

Assignee shall cause to be updated, as promptly as practicable following the Effective Date, the Company's foreign qualification certificates and registrations in the State of Texas (and in any other jurisdiction in which the Company is qualified to do business) to reflect the change in ownership of the Membership Interests and any change in the registered agent, registered office, or other information required to be reported in connection therewith. Assignee shall bear all filing fees and costs associated with such filings and updates.

Section 5.5 — Tax and Accounting Matters.

Assignee acknowledges that the Company's operating bank accounts are maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking). Assignee shall coordinate with Ashford Prewitt LLP (Martin Ashford, CPA, and Naomi Ikeda, CPA) with respect to all tax filings and accounting matters relating to the Company, including, without limitation, the preparation and filing of all federal, state, and local income tax returns for the Company for the tax year ending December 31, 2024, and any required short-period returns or straddle-period allocations resulting from the change of ownership on the Effective Date. The Parties agree that, to the extent permitted by applicable law, all items of income, gain, loss, deduction, and credit of the Company for the tax year in which the Effective Date occurs shall be allocated between Assignor and Assignee using the interim closing of the books method as of the end of the day immediately preceding the Effective Date.

ARTICLE VI — INDEMNIFICATION

Section 6.1 — Assignor Indemnification.

Subject to and in accordance with the terms, conditions, and limitations set forth in the PSA, Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, officers, directors, trustees, employees, agents, successors, and assigns (collectively, the "Assignee Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the ownership, management, or operation of the Company or the Property prior to the Effective Date, including any breach of any representation, warranty, or covenant of Assignor under this Assignment or the PSA. The indemnification obligations of Assignor under this Section 6.1 shall be subject to the following limitations, as more particularly set forth in the PSA:

(a) General Representations Cap. Assignor's aggregate liability for breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000) (the "General Rep Cap");

(b) Fundamental Representations Cap. Assignor's aggregate liability for breaches of fundamental representations and warranties (including representations relating to organization, authority, ownership of Membership Interests, and tax matters) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (the "Fundamental Rep Cap");

(c) Basket. Assignor shall not be liable for indemnification claims unless and until the aggregate amount of all such claims exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (the "Basket"), at which point Assignor shall be liable for all such claims from the first dollar (tipping basket);

(d) De Minimis Threshold. No individual claim shall be counted toward the Basket or be subject to indemnification unless the amount of such claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "De Minimis Threshold"); and

(e) Indemnity Escrow. A portion of the Purchase Price in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price) has been deposited with Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Indemnity Escrow Agreement executed on even date herewith (the "Indemnity Escrow"). The Indemnity Escrow shall be held for a period of eighteen (18) months following the Effective Date, expiring on December 6, 2025, subject to the terms and conditions of the Indemnity Escrow Agreement.

Section 6.2 — Assignee Indemnification.

Assignee shall indemnify, defend, and hold harmless Assignor and its affiliates, partners, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the ownership, management, or operation of the Company or the Property from and after the Effective Date, including any breach of any representation, warranty, or covenant of Assignee under this Assignment or the PSA, or any failure of Assignee to perform or discharge the Assumed Obligations.

Section 6.3 — Representations and Warranties Insurance.

Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, bearing a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000) (which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the Effective Date). The premium for the R&W Policy is One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500), which has been paid in full by Assignee. The R&W Policy was brokered by Hartwick Gunderson & Associates, Inc. Assignee acknowledges and agrees that the existence of the R&W Policy shall not limit, reduce, or otherwise affect Assignor's indemnification obligations under this Assignment or the PSA, except as expressly provided therein. Assignee shall cause Assignor to be named as a named insured or additional insured under the R&W Policy to the extent required by the PSA.

Section 6.4 — PSA Controls.

The indemnification provisions of the PSA shall govern and control in the event of any conflict or inconsistency with this Article VI. Nothing in this Assignment is intended to expand, limit, modify, or otherwise alter the indemnification obligations, limitations, caps, baskets, thresholds, or other terms set forth in the PSA. To the extent any provision of this Article VI is inconsistent with the PSA, the terms of the PSA shall prevail. The survival periods applicable to the representations and warranties of Assignor/Seller shall be as set forth in the PSA, specifically: (a) general representations and warranties shall survive for a period of eighteen (18) months following the Effective Date, expiring on December 6, 2025; and (b) tax representations and warranties shall survive for a period of thirty-six (36) months following the Effective Date, expiring on June 6, 2027.

ARTICLE VII — PRORATIONS AND ADJUSTMENTS

The prorations and working-capital adjustments with respect to the Property shall be made in accordance with the methodology set forth in PSA Exhibit U, which is incorporated herein by reference. The proration date for purposes of all prorations and adjustments shall be the Effective Date, June 6, 2024 (the "Proration Date").

Items subject to proration include, without limitation: (a) real property taxes and assessments (including ad valorem taxes levied by Harris County, Texas, and any applicable special assessment districts); (b) common area maintenance charges, operating expense reconciliations, and other tenant reimbursable expenses; (c) insurance premiums; (d) utility charges; and (e) all other items of income and expense attributable to the ownership, operation, and maintenance of the Property. Assignor shall be responsible for all such items attributable to the period prior to the Proration Date, and Assignee shall be responsible for all such items attributable to the period from and after the Proration Date.

A preliminary closing proration statement has been agreed upon by the Parties at closing, subject to a post-closing true-up to be completed within ninety (90) days following the Effective Date (the "True-Up Deadline"), which True-Up Deadline is September 4, 2024. Each Party shall cooperate in good faith to finalize the post-closing true-up and to exchange such information and documentation as may be reasonably necessary to complete the reconciliation of all prorated items.

Security deposits attributable to tenants of the Property are held in Company bank accounts and shall transfer with the Company as an entity-level matter. No separate assignment or transfer of security deposits is required. Assignee, as the sole member of the Company from and after the Effective Date, acknowledges that it shall be responsible for the proper handling and disposition of all such security deposits in accordance with the applicable tenant leases and applicable law.

The Parties acknowledge that the final post-closing true-up for the entire portfolio of Target Entities was completed and agreed upon on August 28, 2024, resulting in a net credit to Buyer in the amount of Three Hundred Forty-Seven Thousand Two Hundred Eighteen Dollars ($347,218), which amount was paid by Seller to Buyer on September 5, 2024.

ARTICLE VIII — PROPERTY AND TENANT MATTERS

The Property, commonly known as Katy Freeway Logistics Park, is located at 22600 Katy Freeway, Katy, Texas 77449 (Harris County, Texas). The Property is an industrial logistics facility comprising approximately 538,000 rentable square feet, constructed in 2021. The Property is legally described in Exhibit A attached hereto.

The sole tenant at the Property is Zynvaro Distribution Holdings LLC, which leases the entire approximately 538,000 rentable square feet. Zynvaro Distribution Holdings LLC pays annual base rent ("ABR") of Seven Million Five Hundred Thirty-Two Thousand Dollars ($7,532,000), representing approximately 10.1% of total portfolio ABR for all Target Entities. The tenant's lease, and all rights and obligations of the Company as landlord thereunder, remain with the Company as an entity-level matter and are not separately assigned by this Assignment.

Estoppel certificates have been delivered for tenants of the Property in accordance with the requirements of the PSA. The PSA requires estoppel certificates covering at least 80% of ABR on a portfolio-wide basis (representing $59,840,000 of aggregate portfolio ABR); at closing, estoppel certificate coverage of 91.4% of aggregate ABR was achieved. Subordination, non-disturbance, and attornment agreements ("SNDAs") have been executed for Major Tenants (defined as tenants with ABR of $1,500,000 or more) at the Property, as applicable and as required by the PSA and the loan documents.

In connection with the closing, the following title, survey, environmental, property condition, and zoning matters have been addressed with respect to the Property:

(a) Title Insurance. An ALTA Owner's Policy of Title Insurance (2021 form) has been issued by Commonwealth National Title Insurance Company in respect of the Property, with an aggregate insured amount for the entire portfolio of $1,100,000,000, allocated among the individual properties in accordance with the property schedule set forth in PSA Exhibit K.

(b) Survey. An ALTA/NSPS Land Title Survey (2021 Minimum Standard Detail Requirements) of the Property has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and has been reviewed and approved by Assignee and the title company.

(c) Environmental. A Phase I Environmental Site Assessment of the Property has been prepared by Trident Environmental Group LLC in accordance with ASTM Standard E1527-21. No recognized environmental conditions were reported for the Property.

(d) Property Condition. A Property Condition Assessment ("PCA") of the Property has been prepared by Rampart Building Sciences, Inc. No immediate repair costs were allocated to this Property in the PCA.

(e) Zoning. A zoning confirmation letter has been obtained for the Property, confirming that the current use of the Property as an industrial logistics facility is a permitted use under applicable zoning regulations.

ARTICLE IX — TRANSITION AND PROPERTY MANAGEMENT

In connection with the closing, the Parties have entered into (or caused their respective affiliates to enter into) a Transition Services Agreement, dated as of June 6, 2024, by and between Argyle Property Services LLC (an affiliate of Assignor) and Fairwater Property Management LLC (an affiliate of Assignee), pursuant to which Argyle Property Services LLC shall provide transition services with respect to the Property and the other Target Entity properties for a period of ninety (90) days following the Effective Date, at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month (One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) in the aggregate for the full 90-day transition period).

The current property manager of the Property is Argyle Property Services LLC (contact: Sean Kilpatrick, Portfolio Manager). Following the transition period, the post-closing property manager of the Property shall be Fairwater Property Management LLC (contact: Leah Torrance, Senior Vice President, Operations).

Tenant notification letters, advising all tenants at the Property of the change in ownership and property management, are to be distributed on June 7, 2024, the business day immediately following the Effective Date. Such tenant notification letters shall be in the form approved by both Assignor and Assignee, and shall include all information required by applicable law and the tenant leases, including updated remittance instructions, management contact information, and confirmation of the continued effectiveness of all existing tenant leases.

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law.

This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, consistent with the PSA; provided, however, that matters pertaining to the internal affairs of the Company, including the rights, powers, and obligations of the members and managers thereof, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.); and provided further that matters relating to title, recording, conveyance, and real property law with respect to the Property shall be governed by the laws of the State of Texas.

Section 10.2 — Entire Agreement.

This Assignment, together with the PSA and the other transaction documents executed and delivered in connection therewith (including the Indemnity Escrow Agreement, the Transition Services Agreement, the Amended and Restated Operating Agreement, the Replacement Carve-Out Guaranty, and all other ancillary documents), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.

Section 10.3 — Binding Effect.

This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives, and permitted assigns. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as otherwise expressly permitted under the PSA.

Section 10.4 — Counterparts.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be as effective as delivery of an originally executed counterpart.

Section 10.5 — Amendments.

This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee, and any such amendment, modification, supplement, restatement, or waiver shall be effective only to the extent specifically set forth in such written instrument.

Section 10.6 — 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. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.

Section 10.7 — Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the PSA, addressed as follows (or to such other address as a Party may designate by written notice to the other Party):

If to Assignor:

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

Attention: Victor Lansdell, Co-Founder & 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 10.8 — Waiver.

No failure or delay by either Party in exercising any right, power, or remedy under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Assignment shall be effective unless made in writing and signed by the Party granting such waiver. Any such waiver shall be limited to the specific provision and the specific instance for which it is given.

Section 10.9 — No Third-Party Beneficiaries.

Except as expressly set forth herein or in the PSA, nothing in this Assignment is intended to, or shall be construed to, confer upon any person or entity (other than the Parties and their respective successors and permitted assigns) any rights, benefits, or remedies of any kind or 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 this Assignment with respect to Assignee's assumption of obligations under the loan documents (including the Master Loan Agreement, the Loan 1-D supplement, and the Replacement Carve-Out Guaranty), and Pinnacle Federal Bank, N.A. shall have the right to enforce such assumed obligations directly against Assignee.

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

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP KATY 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 KATY 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

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710) (the "Company"), hereby acknowledges and consents to the assignment and assumption of the Membership Interests as set forth in the foregoing Assignment and Assumption of Membership Interests. The Company confirms that its records, books, and ledgers have been updated to reflect Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the sole member of the Company, effective as of the Effective Date, June 6, 2024. The Company further confirms that the Amended and Restated Operating Agreement of the Company has been adopted and is in full force and effect as of the Effective Date.

GMP KATY LLC, a Delaware limited liability company

By: ________

Name: Marcus Devereaux

Title: Authorized Manager

Date: June 6, 2024

EXHIBIT A

DESCRIPTION OF THE PROPERTY

Katy Freeway Logistics Park 22600 Katy Freeway, Katy, Texas 77449 Harris County, Texas

The real property owned by GMP Katy LLC (EIN: 84-2415710), commonly known as Katy Freeway Logistics Park, is more particularly described as follows:

BEING a tract or parcel of land situated in Harris County, Texas, containing approximately 538,000 rentable square feet of improvements, being an industrial logistics facility constructed in 2021, and being more particularly described by metes and bounds in the legal description attached to PSA Exhibit A, which legal description is incorporated herein by this reference as if fully set forth herein.

Note: The full metes and bounds legal description of the Property, as set forth in PSA Exhibit A and as depicted on the ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), is incorporated herein by reference. In the event of any conflict between the common address or general description of the Property set forth above and the metes and bounds legal description, the metes and bounds legal description shall control.

Property Summary:

EXHIBIT B

LOAN DOCUMENTS

The following loan documents are applicable to GMP Katy LLC (EIN: 84-2415710) and the Property known as Katy Freeway Logistics Park:

1. Master Loan Agreement. That certain Master Loan Agreement, dated as of September 15, 2020, by and among Pinnacle Federal Bank, N.A., as lender, and certain borrower entities, as borrowers, as amended from time to time (the "Master Loan Agreement").

2. Loan 1-D Supplement. The individual loan supplement designated as Loan 1-D under the Master Loan Agreement, applicable to GMP Katy LLC as borrower with respect to the Property known as Katy Freeway Logistics Park.

3. Assumption Agreement. That certain Assumption Agreement — Pinnacle Loans (Execution Version), executed on even date herewith (June 6, 2024), by and among Pinnacle Federal Bank, N.A., as lender, Greystone Meridian Partners Fund III, L.P. (as departing guarantor), Fairwater Real Estate Investment Trust (as incoming guarantor and assuming party), and the applicable borrower entities, pursuant to which, among other things, Assignee has assumed the obligations of Assignor under the loan documents to the extent required by the Lender Consent.

4. Replacement Carve-Out Guaranty. That certain Replacement Carve-Out Guaranty, executed on even date herewith (June 6, 2024), by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents. The Replacement Carve-Out Guaranty requires the guarantor to maintain, at all times: (a) a minimum tangible net worth of not less than $500,000,000; and (b) minimum liquid assets of not less than $50,000,000.

5. Lender Consent. That certain Lender Consent letter from Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the change of control of the borrower entities (including GMP Katy LLC) effectuated by the transactions contemplated by the PSA and this Assignment.

All of the foregoing loan documents, and all other documents, instruments, and agreements executed in connection therewith, are incorporated herein by reference.

EXHIBIT C

AMENDED AND RESTATED OPERATING AGREEMENT

Reference is hereby made to the Amended and Restated Limited Liability Company Operating Agreement of GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710), executed on even date herewith (June 6, 2024), by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the sole member of the Company.

The Amended and Restated Operating Agreement reflects, among other things: (a) the admission of Fairwater Real Estate Investment Trust as the sole member of the Company; (b) the withdrawal of Greystone Meridian Partners Fund III, L.P. as a member of the Company; and (c) such other amendments as are necessary or appropriate to reflect the ownership, management, and governance of the Company following the consummation of the transactions contemplated by the PSA and this Assignment.

A complete copy of the Amended and Restated Operating Agreement is maintained in the records of the Company and is available for inspection at the Company's principal office and at the offices of Assignee.

COUNSEL IDENTIFICATION

Prepared by:

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

Responsible Partner: Douglas Fairchild Lead Associate: Grace Nakamura Working Associate: Rafael Dominguez Tax Specialist Partner: Sylvia Hartwell

Texas Local Counsel:

Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, Texas 77002 Partner: James Breckenridge

Item	Description
Common Name	Katy Freeway Logistics Park
Street Address	22600 Katy Freeway, Katy, Texas 77449
County	Harris County, Texas
Property Type	Industrial / Logistics
Year Built	2021
Approximate RSF	538,000
Primary Tenant	Zynvaro Distribution Holdings LLC
Annual Base Rent	$7,532,000

Calderwood & Harkness LLP Matter No. 1036-00004
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Katy LLC
Effective Date: June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is 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"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326; and
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044.
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Assignment is entered into in connection with, and 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, the "PSA"), by and between Assignor, as seller, and Assignee, as buyer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA.
RECITALS
WHEREAS:
A. GMP Katy LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2415710. The Company is the owner of that certain real property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449 (the "Property"). The Property is an industrial logistics facility comprising approximately 538,000 rentable square feet, which was constructed and placed into service in 2021. The Property is situated in Harris County, Texas, and is more particularly described in Exhibit A attached hereto and incorporated herein by reference;
B. Assignor is the sole member of the Company and owns one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Assignor's principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and Assignor's registered agent in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801;
C. Pursuant to the PSA, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume, 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 for the entire portfolio of Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustments as set forth in the PSA, including a property condition assessment credit of One Million Seventy Thousand Dollars ($1,070,000), resulting in an adjusted purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000). The transaction is structured as an entity-level acquisition of the membership interests in each Target Entity. The PSA is governed by the laws of the State of New York;
D. The Company is a borrower under that certain Master Loan Agreement, dated as of September 15, 2020 (as amended from time to time, the "Master Loan Agreement"), by and among Pinnacle Federal Bank, N.A. ("Lender"), as lender, and certain borrower entities, as borrowers, as supplemented by the individual loan supplement for the Property designated as Loan 1-D thereunder. The aggregate outstanding principal balance of the Pinnacle loans under the Master Loan Agreement is Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of February 28, 2024, bearing a fixed interest rate of 4.22% per annum, with a maturity date of July 1, 2028. Lender consent to the change of control effectuated by this Assignment was obtained from Pinnacle Federal Bank, N.A. pursuant to a consent letter executed on June 4, 2024 (the "Lender Consent"). In connection with the Lender Consent, a consent fee of One Million Fifty-Four Thousand Dollars ($1,054,000) in the aggregate for all Pinnacle loans (representing 0.25% of the outstanding principal balance) was paid, shared equally (50/50) between Assignor and Assignee;
E. In connection with the Lender Consent, Assignee has executed a Replacement Carve-Out Guaranty in favor of Pinnacle Federal Bank, N.A. (the "Replacement Guaranty"), replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents. The Replacement Guaranty requires the guarantor thereunder to maintain, at all times, (i) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000); and
F. Assignor desires to assign, transfer, convey, and deliver the Membership Interests to Assignee, and Assignee desires to accept such assignment and assume all obligations of Assignor with respect to the Membership Interests and the Company, all in accordance with the terms and conditions of the PSA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the recitals set forth above (which are incorporated herein by this reference), the consideration paid and to be paid pursuant to the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Assignment, the following terms shall have the meanings set forth below:
"Assignment" means this Assignment and Assumption of Membership Interests, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Assumed Obligations" means all obligations and liabilities of the Company or relating to the Membership Interests arising from and after the Effective Date, including, without limitation, all obligations under the Operating Agreement, the loan documents, tenant leases, service contracts, and other agreements to which the Company is a party, to the extent such obligations relate to periods from and after the Effective Date.
"Company" means GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710).
"Effective Date" means June 6, 2024.
"Membership Interests" means one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company.
"Operating Agreement" means the Limited Liability Company Operating Agreement of the Company, as amended and restated as of the Effective Date in the form attached hereto as Exhibit C.
"Property" means the real property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449, as more particularly described in Exhibit A attached hereto.
"PSA" means the Purchase and Sale Agreement, dated as of February 28, 2024, by and between Assignor and Assignee, 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, together with all exhibits, schedules, and ancillary documents thereto.
All capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA, which definitions are hereby incorporated herein by this reference, mutatis mutandis.
ARTICLE II — ASSIGNMENT OF MEMBERSHIP INTERESTS
Section 2.1 — Assignment.
Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the Membership Interests, representing one hundred percent (100%) of the issued and outstanding limited liability company membership interests in the Company. Such assignment is made free and clear of all liens, encumbrances, pledges, security interests, claims, options, restrictions, rights of first refusal, charges, and adverse claims of any kind or nature whatsoever, except for Permitted Exceptions as set forth in PSA Exhibit P. From and after the Effective Date, Assignor shall have no further right, title, or interest in or to the Membership Interests, and Assignee shall be the sole owner of all such Membership Interests.
Section 2.2 — Acceptance and Assumption.
Assignee hereby accepts the foregoing assignment of the Membership Interests from Assignor and, effective as of the Effective Date, assumes and agrees to observe, perform, and discharge all of the Assumed Obligations arising from and after the Effective Date. Without limiting the generality of the foregoing, Assignee agrees to be bound by and to comply with all of the terms and conditions of the Operating Agreement (as amended and restated as of the Effective Date) as the sole member of the Company, including all obligations and responsibilities set forth therein. Assignee further agrees to assume all obligations of the Company under the loan documents, tenant leases, service contracts, and other agreements to which the Company is a party, in each case to the extent such obligations relate to periods from and after the Effective Date.
Section 2.3 — Admission of Assignee as Sole Member.
Effective as of the Effective Date: (a) Assignor is hereby withdrawn as a member of the Company and shall have no further rights, obligations, or interest as a member of the Company (except as may be expressly provided in the PSA or this Assignment with respect to pre-Effective Date matters); and (b) Assignee is hereby admitted as the sole member of the Company. From and after the Effective Date, Assignee shall have all rights, powers, and authorities of the sole member of the Company under the Operating Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), including the right to manage, control, and direct the business and affairs of the Company.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows:
Section 3.1 — Organization and Authority.
Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, a Delaware limited liability company, as general partner of Assignor, has full power and authority to execute and deliver this Assignment and to consummate and perform the transactions contemplated hereby on behalf of Assignor. This Assignment has been duly authorized by all necessary partnership action of Assignor, and no other action or proceeding on the part of Assignor, its general partner, or its limited partners is necessary to authorize the execution, delivery, or performance of this Assignment.
Section 3.2 — Ownership.
Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are validly issued, fully paid, and nonassessable (to the extent such concepts are applicable to limited liability company interests under applicable law). The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, preemptive rights, and other restrictions or limitations of any kind, except as disclosed in the PSA. There are no outstanding options, warrants, convertible instruments, or other rights to acquire any membership interests or other equity interests in the Company. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests.
Section 3.3 — Enforceability.
This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance or injunctive relief.
Section 3.4 — No Violation.
The execution, delivery, and performance of this Assignment by Assignor do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignor or the Company; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignor or the Company; (c) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time or both), or give rise to a right of termination, modification, cancellation, or acceleration under, any material agreement, contract, instrument, mortgage, indenture, or other obligation to which Assignor or the Company is a party or by which any of their respective properties or assets are bound; or (d) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests or any assets of the Company.
Section 3.5 — Consents.
All consents, approvals, authorizations, orders, registrations, qualifications, permits, and filings required by any governmental authority or other person or entity for the valid execution, delivery, and performance by Assignor of this Assignment and the valid transfer of the Membership Interests to Assignee have been obtained or made, including, without limitation, the Lender Consent from Pinnacle Federal Bank, N.A. executed on June 4, 2024. No further consent, approval, or authorization is required from any governmental authority, lender, tenant, or other third party in connection with the consummation of the transactions contemplated by this Assignment.
Section 3.6 — Bring-Down of PSA Representations.
The representations and warranties of Assignor/Seller set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties that speak as of a specific date, which are true and correct in all material respects as of such specified date), as certified in the Seller's Closing Certificate executed on even date herewith by Victor Lansdell on behalf of Assignor and delivered to Assignee in accordance with the closing requirements of the PSA.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows:
Section 4.1 — 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 has full power and authority to execute and deliver this Assignment, to accept the Membership Interests, and to assume the Assumed Obligations. The execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignee, including all requisite approvals of Assignee's board of trustees and officers, as applicable. No other corporate, trust, or other organizational action or proceeding on the part of Assignee is necessary to authorize this Assignment. Assignee's principal office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT." Assignee's Employer Identification Number is 52-2198437.
Section 4.2 — Enforceability.
This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance or injunctive relief.
Section 4.3 — No Violation.
The execution, delivery, and performance of this Assignment by Assignee do not and will not (a) violate, conflict with, or result in a breach of, any provision of the organizational documents of Assignee; (b) violate any law, statute, rule, regulation, order, judgment, decree, or governmental permit or license applicable to Assignee; or (c) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time or both), or give rise to a right of termination, modification, cancellation, or acceleration under, any material agreement, contract, instrument, mortgage, indenture, or other obligation to which Assignee is a party or by which any of its properties or assets are bound.
Section 4.4 — Financial Capacity.
Assignee represents and warrants that it has the financial capacity to perform its obligations under the Assumed Obligations, including full compliance with the guarantor financial covenants under the Replacement Carve-Out Guaranty executed by Assignee in favor of Pinnacle Federal Bank, N.A. Specifically, and without limitation, Assignee represents that as of the Effective Date: (a) Assignee's tangible net worth is not less than Five Hundred Million Dollars ($500,000,000); and (b) Assignee's liquid assets are not less than Fifty Million Dollars ($50,000,000). Assignee covenants that it shall maintain such minimum tangible net worth and minimum liquid asset levels at all times during the term of the Replacement Carve-Out Guaranty, in accordance with the terms thereof.
ARTICLE V — COVENANTS
Section 5.1 — Further Assurances.
Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, certificates, and agreements as may be reasonably necessary or appropriate to effectuate the assignment and assumption contemplated by this Assignment and to carry out the purposes and intent hereof. Without limiting the foregoing, each Party shall cooperate in good faith with the other Party in connection with any post-closing filings, registrations, or notifications required by applicable law or regulation, or by any governmental authority, lender, or other third party, in connection with the transactions contemplated hereby.
Section 5.2 — Operating Agreement.
Assignee shall cause the Operating Agreement of the Company to be amended and restated effective as of the Effective Date to reflect Assignee as the sole member of the Company, with such additional amendments as Assignee may determine in its reasonable discretion, consistent with the terms of the PSA and the loan documents. The Amended and Restated Operating Agreement of GMP Katy LLC has been executed on even date herewith and is attached hereto as Exhibit C and incorporated herein by reference.
Section 5.3 — Delaware Filings.
Assignee shall cause to be filed with the Secretary of State of the State of Delaware, as promptly as practicable following the Effective Date (and in any event within thirty (30) days thereof), any required certificate of amendment, annual report, or other filing reflecting the change of member and/or manager of the Company. Assignee shall bear all filing fees and costs associated with such filings.
Section 5.4 — Foreign Qualification Updates.
Assignee shall cause to be updated, as promptly as practicable following the Effective Date, the Company's foreign qualification certificates and registrations in the State of Texas (and in any other jurisdiction in which the Company is qualified to do business) to reflect the change in ownership of the Membership Interests and any change in the registered agent, registered office, or other information required to be reported in connection therewith. Assignee shall bear all filing fees and costs associated with such filings and updates.
Section 5.5 — Tax and Accounting Matters.
Assignee acknowledges that the Company's operating bank accounts are maintained at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking). Assignee shall coordinate with Ashford Prewitt LLP (Martin Ashford, CPA, and Naomi Ikeda, CPA) with respect to all tax filings and accounting matters relating to the Company, including, without limitation, the preparation and filing of all federal, state, and local income tax returns for the Company for the tax year ending December 31, 2024, and any required short-period returns or straddle-period allocations resulting from the change of ownership on the Effective Date. The Parties agree that, to the extent permitted by applicable law, all items of income, gain, loss, deduction, and credit of the Company for the tax year in which the Effective Date occurs shall be allocated between Assignor and Assignee using the interim closing of the books method as of the end of the day immediately preceding the Effective Date.
ARTICLE VI — INDEMNIFICATION
Section 6.1 — Assignor Indemnification.
Subject to and in accordance with the terms, conditions, and limitations set forth in the PSA, Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, officers, directors, trustees, employees, agents, successors, and assigns (collectively, the "Assignee Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the ownership, management, or operation of the Company or the Property prior to the Effective Date, including any breach of any representation, warranty, or covenant of Assignor under this Assignment or the PSA. The indemnification obligations of Assignor under this Section 6.1 shall be subject to the following limitations, as more particularly set forth in the PSA:
(a) General Representations Cap. Assignor's aggregate liability for breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000) (the "General Rep Cap");
(b) Fundamental Representations Cap. Assignor's aggregate liability for breaches of fundamental representations and warranties (including representations relating to organization, authority, ownership of Membership Interests, and tax matters) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (the "Fundamental Rep Cap");
(c) Basket. Assignor shall not be liable for indemnification claims unless and until the aggregate amount of all such claims exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (the "Basket"), at which point Assignor shall be liable for all such claims from the first dollar (tipping basket);
(d) De Minimis Threshold. No individual claim shall be counted toward the Basket or be subject to indemnification unless the amount of such claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "De Minimis Threshold"); and
(e) Indemnity Escrow. A portion of the Purchase Price in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price) has been deposited with Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Indemnity Escrow Agreement executed on even date herewith (the "Indemnity Escrow"). The Indemnity Escrow shall be held for a period of eighteen (18) months following the Effective Date, expiring on December 6, 2025, subject to the terms and conditions of the Indemnity Escrow Agreement.
Section 6.2 — Assignee Indemnification.
Assignee shall indemnify, defend, and hold harmless Assignor and its affiliates, partners, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnitees") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the ownership, management, or operation of the Company or the Property from and after the Effective Date, including any breach of any representation, warranty, or covenant of Assignee under this Assignment or the PSA, or any failure of Assignee to perform or discharge the Assumed Obligations.
Section 6.3 — Representations and Warranties Insurance.
Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, bearing a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention of Eleven Million Dollars ($11,000,000) (which retention shall drop to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the Effective Date). The premium for the R&W Policy is One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500), which has been paid in full by Assignee. The R&W Policy was brokered by Hartwick Gunderson & Associates, Inc. Assignee acknowledges and agrees that the existence of the R&W Policy shall not limit, reduce, or otherwise affect Assignor's indemnification obligations under this Assignment or the PSA, except as expressly provided therein. Assignee shall cause Assignor to be named as a named insured or additional insured under the R&W Policy to the extent required by the PSA.
Section 6.4 — PSA Controls.
The indemnification provisions of the PSA shall govern and control in the event of any conflict or inconsistency with this Article VI. Nothing in this Assignment is intended to expand, limit, modify, or otherwise alter the indemnification obligations, limitations, caps, baskets, thresholds, or other terms set forth in the PSA. To the extent any provision of this Article VI is inconsistent with the PSA, the terms of the PSA shall prevail. The survival periods applicable to the representations and warranties of Assignor/Seller shall be as set forth in the PSA, specifically: (a) general representations and warranties shall survive for a period of eighteen (18) months following the Effective Date, expiring on December 6, 2025; and (b) tax representations and warranties shall survive for a period of thirty-six (36) months following the Effective Date, expiring on June 6, 2027.
ARTICLE VII — PRORATIONS AND ADJUSTMENTS
The prorations and working-capital adjustments with respect to the Property shall be made in accordance with the methodology set forth in PSA Exhibit U, which is incorporated herein by reference. The proration date for purposes of all prorations and adjustments shall be the Effective Date, June 6, 2024 (the "Proration Date").
Items subject to proration include, without limitation: (a) real property taxes and assessments (including ad valorem taxes levied by Harris County, Texas, and any applicable special assessment districts); (b) common area maintenance charges, operating expense reconciliations, and other tenant reimbursable expenses; (c) insurance premiums; (d) utility charges; and (e) all other items of income and expense attributable to the ownership, operation, and maintenance of the Property. Assignor shall be responsible for all such items attributable to the period prior to the Proration Date, and Assignee shall be responsible for all such items attributable to the period from and after the Proration Date.
A preliminary closing proration statement has been agreed upon by the Parties at closing, subject to a post-closing true-up to be completed within ninety (90) days following the Effective Date (the "True-Up Deadline"), which True-Up Deadline is September 4, 2024. Each Party shall cooperate in good faith to finalize the post-closing true-up and to exchange such information and documentation as may be reasonably necessary to complete the reconciliation of all prorated items.
Security deposits attributable to tenants of the Property are held in Company bank accounts and shall transfer with the Company as an entity-level matter. No separate assignment or transfer of security deposits is required. Assignee, as the sole member of the Company from and after the Effective Date, acknowledges that it shall be responsible for the proper handling and disposition of all such security deposits in accordance with the applicable tenant leases and applicable law.
The Parties acknowledge that the final post-closing true-up for the entire portfolio of Target Entities was completed and agreed upon on August 28, 2024, resulting in a net credit to Buyer in the amount of Three Hundred Forty-Seven Thousand Two Hundred Eighteen Dollars ($347,218), which amount was paid by Seller to Buyer on September 5, 2024.
ARTICLE VIII — PROPERTY AND TENANT MATTERS
The Property, commonly known as Katy Freeway Logistics Park, is located at 22600 Katy Freeway, Katy, Texas 77449 (Harris County, Texas). The Property is an industrial logistics facility comprising approximately 538,000 rentable square feet, constructed in 2021. The Property is legally described in Exhibit A attached hereto.
The sole tenant at the Property is Zynvaro Distribution Holdings LLC, which leases the entire approximately 538,000 rentable square feet. Zynvaro Distribution Holdings LLC pays annual base rent ("ABR") of Seven Million Five Hundred Thirty-Two Thousand Dollars ($7,532,000), representing approximately 10.1% of total portfolio ABR for all Target Entities. The tenant's lease, and all rights and obligations of the Company as landlord thereunder, remain with the Company as an entity-level matter and are not separately assigned by this Assignment.
Estoppel certificates have been delivered for tenants of the Property in accordance with the requirements of the PSA. The PSA requires estoppel certificates covering at least 80% of ABR on a portfolio-wide basis (representing $59,840,000 of aggregate portfolio ABR); at closing, estoppel certificate coverage of 91.4% of aggregate ABR was achieved. Subordination, non-disturbance, and attornment agreements ("SNDAs") have been executed for Major Tenants (defined as tenants with ABR of $1,500,000 or more) at the Property, as applicable and as required by the PSA and the loan documents.
In connection with the closing, the following title, survey, environmental, property condition, and zoning matters have been addressed with respect to the Property:
(a) Title Insurance. An ALTA Owner's Policy of Title Insurance (2021 form) has been issued by Commonwealth National Title Insurance Company in respect of the Property, with an aggregate insured amount for the entire portfolio of $1,100,000,000, allocated among the individual properties in accordance with the property schedule set forth in PSA Exhibit K.
(b) Survey. An ALTA/NSPS Land Title Survey (2021 Minimum Standard Detail Requirements) of the Property has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) and has been reviewed and approved by Assignee and the title company.
(c) Environmental. A Phase I Environmental Site Assessment of the Property has been prepared by Trident Environmental Group LLC in accordance with ASTM Standard E1527-21. No recognized environmental conditions were reported for the Property.
(d) Property Condition. A Property Condition Assessment ("PCA") of the Property has been prepared by Rampart Building Sciences, Inc. No immediate repair costs were allocated to this Property in the PCA.
(e) Zoning. A zoning confirmation letter has been obtained for the Property, confirming that the current use of the Property as an industrial logistics facility is a permitted use under applicable zoning regulations.
ARTICLE IX — TRANSITION AND PROPERTY MANAGEMENT
In connection with the closing, the Parties have entered into (or caused their respective affiliates to enter into) a Transition Services Agreement, dated as of June 6, 2024, by and between Argyle Property Services LLC (an affiliate of Assignor) and Fairwater Property Management LLC (an affiliate of Assignee), pursuant to which Argyle Property Services LLC shall provide transition services with respect to the Property and the other Target Entity properties for a period of ninety (90) days following the Effective Date, at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month (One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) in the aggregate for the full 90-day transition period).
The current property manager of the Property is Argyle Property Services LLC (contact: Sean Kilpatrick, Portfolio Manager). Following the transition period, the post-closing property manager of the Property shall be Fairwater Property Management LLC (contact: Leah Torrance, Senior Vice President, Operations).
Tenant notification letters, advising all tenants at the Property of the change in ownership and property management, are to be distributed on June 7, 2024, the business day immediately following the Effective Date. Such tenant notification letters shall be in the form approved by both Assignor and Assignee, and shall include all information required by applicable law and the tenant leases, including updated remittance instructions, management contact information, and confirmation of the continued effectiveness of all existing tenant leases.
ARTICLE X — MISCELLANEOUS PROVISIONS
Section 10.1 — Governing Law.
This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, consistent with the PSA; provided, however, that matters pertaining to the internal affairs of the Company, including the rights, powers, and obligations of the members and managers thereof, shall be governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.); and provided further that matters relating to title, recording, conveyance, and real property law with respect to the Property shall be governed by the laws of the State of Texas.
Section 10.2 — Entire Agreement.
This Assignment, together with the PSA and the other transaction documents executed and delivered in connection therewith (including the Indemnity Escrow Agreement, the Transition Services Agreement, the Amended and Restated Operating Agreement, the Replacement Carve-Out Guaranty, and all other ancillary documents), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.
Section 10.3 — Binding Effect.
This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives, and permitted assigns. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as otherwise expressly permitted under the PSA.
Section 10.4 — Counterparts.
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be as effective as delivery of an originally executed counterpart.
Section 10.5 — Amendments.
This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee, and any such amendment, modification, supplement, restatement, or waiver shall be effective only to the extent specifically set forth in such written instrument.
Section 10.6 — 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. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.
Section 10.7 — Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the PSA, addressed as follows (or to such other address as a Party may designate by written notice to the other Party):
If to Assignor:
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & 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 10.8 — Waiver.
No failure or delay by either Party in exercising any right, power, or remedy under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Assignment shall be effective unless made in writing and signed by the Party granting such waiver. Any such waiver shall be limited to the specific provision and the specific instance for which it is given.
Section 10.9 — No Third-Party Beneficiaries.
Except as expressly set forth herein or in the PSA, nothing in this Assignment is intended to, or shall be construed to, confer upon any person or entity (other than the Parties and their respective successors and permitted assigns) any rights, benefits, or remedies of any kind or 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 this Assignment with respect to Assignee's assumption of obligations under the loan documents (including the Master Loan Agreement, the Loan 1-D supplement, and the Replacement Carve-Out Guaranty), and Pinnacle Federal Bank, N.A. shall have the right to enforce such assumed obligations directly against Assignee.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP KATY 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 KATY 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
ACKNOWLEDGMENT AND CONSENT OF THE COMPANY
GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710) (the "Company"), hereby acknowledges and consents to the assignment and assumption of the Membership Interests as set forth in the foregoing Assignment and Assumption of Membership Interests. The Company confirms that its records, books, and ledgers have been updated to reflect Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the sole member of the Company, effective as of the Effective Date, June 6, 2024. The Company further confirms that the Amended and Restated Operating Agreement of the Company has been adopted and is in full force and effect as of the Effective Date.
GMP KATY LLC, a Delaware limited liability company
By: ________
Name: Marcus Devereaux
Title: Authorized Manager
Date: June 6, 2024
EXHIBIT A
DESCRIPTION OF THE PROPERTY
Katy Freeway Logistics Park 22600 Katy Freeway, Katy, Texas 77449 Harris County, Texas
The real property owned by GMP Katy LLC (EIN: 84-2415710), commonly known as Katy Freeway Logistics Park, is more particularly described as follows:
BEING a tract or parcel of land situated in Harris County, Texas, containing approximately 538,000 rentable square feet of improvements, being an industrial logistics facility constructed in 2021, and being more particularly described by metes and bounds in the legal description attached to PSA Exhibit A, which legal description is incorporated herein by this reference as if fully set forth herein.
Note: The full metes and bounds legal description of the Property, as set forth in PSA Exhibit A and as depicted on the ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), is incorporated herein by reference. In the event of any conflict between the common address or general description of the Property set forth above and the metes and bounds legal description, the metes and bounds legal description shall control.
Property Summary:
EXHIBIT B
LOAN DOCUMENTS
The following loan documents are applicable to GMP Katy LLC (EIN: 84-2415710) and the Property known as Katy Freeway Logistics Park:
1.  Master Loan Agreement. That certain Master Loan Agreement, dated as of September 15, 2020, by and among Pinnacle Federal Bank, N.A., as lender, and certain borrower entities, as borrowers, as amended from time to time (the "Master Loan Agreement").
2.  Loan 1-D Supplement. The individual loan supplement designated as Loan 1-D under the Master Loan Agreement, applicable to GMP Katy LLC as borrower with respect to the Property known as Katy Freeway Logistics Park.
3.  Assumption Agreement. That certain Assumption Agreement — Pinnacle Loans (Execution Version), executed on even date herewith (June 6, 2024), by and among Pinnacle Federal Bank, N.A., as lender, Greystone Meridian Partners Fund III, L.P. (as departing guarantor), Fairwater Real Estate Investment Trust (as incoming guarantor and assuming party), and the applicable borrower entities, pursuant to which, among other things, Assignee has assumed the obligations of Assignor under the loan documents to the extent required by the Lender Consent.
4.  Replacement Carve-Out Guaranty. That certain Replacement Carve-Out Guaranty, executed on even date herewith (June 6, 2024), by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the loan documents. The Replacement Carve-Out Guaranty requires the guarantor to maintain, at all times: (a) a minimum tangible net worth of not less than $500,000,000; and (b) minimum liquid assets of not less than $50,000,000.
5.  Lender Consent. That certain Lender Consent letter from Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the change of control of the borrower entities (including GMP Katy LLC) effectuated by the transactions contemplated by the PSA and this Assignment.
All of the foregoing loan documents, and all other documents, instruments, and agreements executed in connection therewith, are incorporated herein by reference.
EXHIBIT C
AMENDED AND RESTATED OPERATING AGREEMENT
Reference is hereby made to the Amended and Restated Limited Liability Company Operating Agreement of GMP Katy LLC, a Delaware limited liability company (EIN: 84-2415710), executed on even date herewith (June 6, 2024), by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the sole member of the Company.
The Amended and Restated Operating Agreement reflects, among other things: (a) the admission of Fairwater Real Estate Investment Trust as the sole member of the Company; (b) the withdrawal of Greystone Meridian Partners Fund III, L.P. as a member of the Company; and (c) such other amendments as are necessary or appropriate to reflect the ownership, management, and governance of the Company following the consummation of the transactions contemplated by the PSA and this Assignment.
A complete copy of the Amended and Restated Operating Agreement is maintained in the records of the Company and is available for inspection at the Company's principal office and at the offices of Assignee.
COUNSEL IDENTIFICATION
Prepared by:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Responsible Partner: Douglas Fairchild Lead Associate: Grace Nakamura Working Associate: Rafael Dominguez Tax Specialist Partner: Sylvia Hartwell
Texas Local Counsel:
Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, Texas 77002 Partner: James Breckenridge
Item | Description
Common Name | Katy Freeway Logistics Park
Street Address | 22600 Katy Freeway, Katy, Texas 77449
County | Harris County, Texas
Property Type | Industrial / Logistics
Year Built | 2021
Approximate RSF | 538,000
Primary Tenant | Zynvaro Distribution Holdings LLC
Annual Base Rent | $7,532,000

Calderwood & Harkness LLP Matter No. 1036-00004

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

RECITALS

WHEREAS:

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

ASSIGNOR:

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

ASSIGNEE:

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

EXHIBIT A

DESCRIPTION OF THE PROPERTY

EXHIBIT B

LOAN DOCUMENTS

EXHIBIT C

AMENDED AND RESTATED OPERATING AGREEMENT

COUNSEL IDENTIFICATION

Record

Parties

Dates

Amounts