1036-00004 · Client 1036 · Closing/Assignments

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

13 / 172 ← → ✕

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP SOUTHPORT LLC

(a Delaware limited liability company)

Effective Date: June 6, 2024

Delivered pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

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

ASSIGNOR:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, with a registered agent address of 1209 Orange Street, Wilmington, Delaware 19801, Employer Identification Number 83-1647205, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company (Employer Identification Number 83-1520984), whose managing partners are Victor Lansdell and Elise Rathborne;

AND

ASSIGNEE:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, Employer Identification Number 52-2198437, and whose shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."

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

COMPANY:

GMP SOUTHPORT LLC, a Delaware limited liability company (the "Company"), Employer Identification Number 84-2527849, formed under the laws of the State of Delaware. The Company is a single-purpose entity that owns the real property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Property").

RECITALS

A. Assignor, as seller, and Assignee, as buyer, are parties 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 April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, collectively, the "PSA"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"), including the Company.

B. Assignor is the sole owner of one hundred percent (100%) of the membership interests in the Company (the "Interests"). The Company is a single-purpose Delaware limited liability company organized under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) that owns the real property commonly known as Southport Logistics Park, consisting of approximately 410,000 rentable square feet of logistics and industrial space, located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Property"), which was constructed in 2021.

C. The Company is the borrower under that certain loan (designated as "Loan 1-G") made by Pinnacle Federal Bank, N.A., a national banking association, secured by the Property, which loan is part of the Master Loan Agreement dated September 15, 2020, as amended from time to time (collectively, the "Pinnacle Loan Documents"). Pinnacle Federal Bank, N.A. has consented to the change of control of the Company contemplated hereby pursuant to that certain consent letter executed on June 4, 2024 (the "Lender Consent").

D. The PSA provides for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) for all fourteen (14) Target Entities, with Six Hundred Twelve Million Dollars ($612,000,000) of existing mortgage debt to be assumed by Assignee and the balance payable in immediately available cash funds at closing. The allocation of the aggregate purchase price to the Company and the Property is set forth in PSA Exhibit K (Purchase Price Allocation Schedule), which allocation was prepared based upon appraised values determined by Stonebridge Valuation Advisors, LLC.

E. Assignor desires to assign, transfer, convey, and deliver to Assignee, and Assignee desires to accept and assume from Assignor, all of Assignor's right, title, and interest in and to the Interests, subject to the terms and conditions of the PSA and this Assignment.

F. The governing law of the PSA is the State of New York. This Assignment is delivered pursuant to the PSA and is governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of any other law.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth herein and the definitions set forth in the PSA, the PSA shall control, except to the extent that this Assignment expressly provides otherwise.

Section 1.2 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:

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

(b) "Company" means GMP Southport LLC, a Delaware limited liability company, Employer Identification Number 84-2527849, formed under the laws of the State of Delaware.

(d) "Interests" means one hundred percent (100%) of the membership interests in the Company, including all of Assignor's economic and non-economic rights, voting rights, management rights, and all other rights, powers, and privileges appurtenant thereto under the Operating Agreement, the Delaware Limited Liability Company Act, and applicable law.

(e) "Lender Consent" means that certain consent letter from Pinnacle Federal Bank, N.A. dated June 4, 2024, consenting to the transfer of the Interests and the change of control of the Company contemplated by this Assignment.

(f) "Operating Agreement" means the existing limited liability company operating agreement of the Company, as such operating agreement is amended and restated as of the Effective Date in the form of the Amended and Restated Limited Liability Company Operating Agreement of GMP Southport LLC, executed concurrently herewith.

(g) "Property" means the real property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218, Duval County, Florida, consisting of approximately 410,000 rentable square feet of logistics and industrial space, as more particularly described in Exhibit A attached hereto.

(h) "PSA" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, together with all schedules and exhibits thereto.

ARTICLE II — ASSIGNMENT AND ASSUMPTION

Section 2.1 — Assignment of Interests. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to the Interests, being one hundred percent (100%) of the membership interests in the Company. Such assignment is made free and clear of all liens, pledges, encumbrances, security interests, options, claims, charges, assessments, restrictions, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever (collectively, "Encumbrances"), other than (i) those restrictions set forth in the Company's Operating Agreement as amended and restated as of the Effective Date, and (ii) Permitted Exceptions (as defined in the PSA) as they may relate to or affect the Property. Assignor hereby acknowledges that, upon the execution and delivery of this Assignment, Assignor shall have no further right, title, or interest in or to the Interests or the Company, except as expressly provided in the PSA with respect to Excluded Liabilities, indemnification, and other surviving obligations.

Section 2.2 — Assumption by Assignee. Effective as of the Effective Date, Assignee hereby accepts the assignment of the Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, and liabilities of Assignor as a member of the Company arising from and after the Effective Date, including without limitation the following:

(a) Operating Agreement Obligations. All obligations, duties, and responsibilities of the sole member of the Company under the Operating Agreement, as amended and restated as of the Effective Date, including without limitation all capital contribution obligations, management responsibilities, and governance duties set forth therein.

(b) Loan Obligations. All obligations of the Company as borrower under Loan 1-G made by Pinnacle Federal Bank, N.A. pursuant to the Master Loan Agreement dated September 15, 2020, as amended from time to time, as such obligations are assumed by Assignee pursuant to the Assumption Agreement — Pinnacle Loans executed concurrently herewith. Assignee acknowledges that it has executed the Replacement Guaranty — Pinnacle Loans concurrently herewith, replacing Greystone Meridian Partners Fund III, L.P. as carve-out guarantor under the Pinnacle Loan Documents applicable to the Company.

(c) Lease and Contract Obligations. All obligations of the Company arising from and after the Effective Date under the leases, service contracts, management agreements, vendor agreements, utility agreements, and all other contracts and agreements to which the Company is a party or by which the Company or the Property is bound, as set forth in the PSA disclosure schedules and the rent roll delivered to Assignee at closing.

(d) Governmental and Regulatory Obligations. All obligations of the Company arising from and after the Effective Date under applicable federal, state, and local laws, rules, regulations, codes, ordinances, and orders, including without limitation environmental laws, zoning regulations, building codes, and tax requirements.

Notwithstanding the foregoing, the obligations assumed by Assignee pursuant to this Section 2.2 shall specifically exclude Excluded Liabilities (as defined in the PSA), which shall remain the sole responsibility of Assignor. For the avoidance of doubt, "Excluded Liabilities" includes, without limitation, (i) any liabilities or obligations of the Company or Assignor arising from facts, circumstances, or events occurring prior to the Effective Date that constitute breaches of Assignor's representations and warranties under the PSA, (ii) any pre-closing tax liabilities of the Company allocated to Assignor pursuant to the proration provisions of the PSA, and (iii) any liabilities arising from Assignor's breach of the PSA or any closing document.

Section 2.3 — Admission of Assignee as Sole Member. Upon the execution and delivery of this Assignment, Assignee shall be admitted as the sole member of the Company, and Assignor shall simultaneously cease to be a member of the Company and shall withdraw as a member effective as of the Effective Date. The Amended and Restated Limited Liability Company Operating Agreement of the Company, executed concurrently herewith by Assignee as the sole member, shall govern the Company from and after the Effective Date. Assignor shall execute such additional documents as may be reasonably requested by Assignee to evidence Assignor's withdrawal from the Company and Assignee's admission as the sole member, including without limitation any amendments to the Certificate of Formation of the Company required to be filed with the Delaware Secretary of State.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, as of the Effective Date:

Section 3.1 — Ownership. Immediately prior to the execution and delivery of this Assignment, Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Interests. Assignor has full right, power, and authority to assign, transfer, convey, and deliver the Interests to Assignee in accordance with the terms of this Assignment and the PSA. No other person or entity has any right, title, or interest in or to the Interests or any portion thereof (whether by contract, option, right of first refusal, or otherwise), except for the rights of Assignee arising under the PSA.

Section 3.2 — Authorization. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary partnership action on the part of Assignor, including without limitation authorization by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Assignor. Victor Lansdell, in his capacity as Co-Founder and Managing Partner of Greystone Meridian Capital LLC, is duly authorized to execute and deliver this Assignment on behalf of Assignor. No other consent, approval, authorization, or action by, or filing with, any governmental authority or any other person or entity is required for the execution, delivery, and performance of this Assignment by Assignor, other than such consents, approvals, and filings as have been obtained or made prior to the Effective Date (including, without limitation, the Lender Consent).

Section 3.3 — No Encumbrances. The Interests are free and clear of all Encumbrances, including without limitation all liens, pledges, security interests, mortgages, charges, claims, options, rights of first refusal, preemptive rights, community property interests, equitable interests, and restrictions of any kind or nature whatsoever, except for (i) restrictions under the Operating Agreement as in effect prior to the Effective Date, and (ii) matters disclosed in the PSA disclosure schedules. No financing statement, security agreement, or similar instrument has been filed or is in effect with respect to the Interests, other than filings that will be terminated at or prior to the closing.

Section 3.4 — No Violation. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor or the Company, (ii) violate any law, regulation, order, judgment, injunction, or decree applicable to Assignor or the Company, (iii) conflict with, result in a breach or default under, give rise to any right of termination, cancellation, or acceleration under, or require any consent or approval under, any contract, agreement, instrument, license, or permit to which Assignor or the Company is a party or by which either is bound, except for such consents and approvals as have been obtained prior to the Effective Date, including without limitation the Lender Consent executed by Pinnacle Federal Bank, N.A. on June 4, 2024.

Section 3.5 — Bring-Down of PSA Representations. Assignor's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Seller's Closing Certificate executed by Assignor and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such representations and warranties, as set forth in the PSA, shall continue to apply with full force and effect.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows, as of the Effective Date:

Section 4.1 — Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary trust action on the part of Assignee, including without limitation the approval of the board of trustees of Fairwater Real Estate Investment Trust. Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, is duly authorized to execute and deliver this Assignment on behalf of Assignee. No other consent, approval, authorization, or action by, or filing with, any governmental authority or any other person or entity is required for the execution, delivery, and performance of this Assignment by Assignee, other than such consents, approvals, and filings as have been obtained or made prior to the Effective Date.

Section 4.2 — Binding Obligation. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.3 — Bring-Down of PSA Representations. Assignee's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Buyer's Closing Certificate executed by Assignee and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such representations and warranties, as set forth in the PSA, shall continue to apply with full force and effect.

ARTICLE V — PROPERTY AND LOAN DETAILS

Section 5.1 — Property Description. The Company owns the real property commonly known as Southport Logistics Park, a logistics and industrial facility located at 3200 Southport Connector Road, Jacksonville, Florida 32218, in Duval County, Florida. The Property consists of approximately 410,000 rentable square feet of logistics and industrial space, constructed in 2021, situated on approximately 47.3 acres of land. The legal description of the Property is attached hereto as Exhibit A and is incorporated herein by reference. The legal description set forth in Exhibit A corresponds to the description set forth in PSA Exhibit A (Property Descriptions), Property No. 7 (Southport Logistics Park).

Section 5.2 — Existing Debt. The Company is the borrower under Loan 1-G made by Pinnacle Federal Bank, N.A., a national banking association, with offices at 600 Travis Street, Suite 4400, Houston, Texas 77002, pursuant to the Master Loan Agreement dated September 15, 2020, as amended from time to time, and the individual loan supplement applicable to the Company. The material terms of Loan 1-G are as follows:

(a) Interest Rate. The loan bears interest at a fixed rate of four and twenty-two hundredths percent (4.22%) per annum.

(b) Maturity Date. The loan matures on July 1, 2028.

(c) Security. The loan is secured by, among other things, a mortgage, assignment of leases and rents, and security agreement encumbering the Property, as well as UCC financing statements filed with the Delaware Secretary of State and the Florida Secured Transaction Registry, as applicable.

(d) Change of Control Consent. Pinnacle Federal Bank, N.A. has consented to the transfer of the Interests and the resulting change of control of the Company pursuant to the Lender Consent executed on June 4, 2024, as further described in Section 5.3 below.

(e) Assumption and Guaranty. Assignee has executed the Assumption Agreement — Pinnacle Loans and the Replacement Guaranty — Pinnacle Loans concurrently herewith, replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor and assuming all of the Company's obligations as borrower under Loan 1-G. The Replacement Guaranty contains, among other things, covenants by Assignee to maintain a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and minimum liquid assets of Fifty Million Dollars ($50,000,000) throughout the remaining term of the loan.

Section 5.3 — Lender Consent. Pinnacle Federal Bank, N.A. has consented to the transfer of the Interests and the change of control of the Company contemplated by this Assignment pursuant to the Lender Consent executed on June 4, 2024. The Lender Consent is subject to the following conditions, each of which has been satisfied as of the Effective Date:

(a) Consent Fee. Payment by Assignor and/or Assignee of a consent fee in the amount of twenty-five basis points (0.25%) of the outstanding principal balance of the Pinnacle loan pool as of the date of the Lender Consent, allocated among the loans within the Pinnacle loan pool (including Loan 1-G) as set forth in the closing settlement statements prepared in connection with the transactions contemplated by the PSA.

(b) Replacement Guaranty. Delivery by Assignee of the Replacement Guaranty — Pinnacle Loans, pursuant to which Assignee guarantees certain non-recourse carve-out obligations of the Company under Loan 1-G. The Replacement Guaranty contains financial covenants requiring Assignee to maintain a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), in each case as determined in accordance with the methodologies set forth in the Replacement Guaranty.

(c) Assumption Agreement. Execution and delivery of the Assumption Agreement — Pinnacle Loans by Assignee, pursuant to which Assignee assumes all obligations of the Company and the prior guarantor under the Pinnacle Loan Documents applicable to Loan 1-G.

(d) Release of Assignor. Upon satisfaction of the foregoing conditions, Pinnacle Federal Bank, N.A. has released Assignor and its affiliates from all guaranty obligations under the Pinnacle Loan Documents applicable to Loan 1-G, effective as of the Effective Date.

ARTICLE VI — TITLE INSURANCE AND SURVEYS

Section 6.1 — Title Policy. Commonwealth National Title Insurance Company, located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 (title officer: Kenneth Stanhope, Senior Vice President), has issued or will issue an ALTA Owner's Policy of Title Insurance (2021 form) with respect to the Property (the "Owner's Title Policy"), insuring Assignee's indirect interest in the Property through Assignee's ownership of one hundred percent (100%) of the Interests in the Company. The Owner's Title Policy insures the Company's title to the Property, subject only to the Permitted Exceptions set forth in the PSA and approved by Assignee pursuant to the terms thereof. The amount of insurance under the Owner's Title Policy is equal to the portion of the aggregate purchase price allocated to the Company and the Property under PSA Exhibit K (Purchase Price Allocation Schedule). Assignee acknowledges receipt of the Owner's Title Policy or a marked-up pro forma of the Owner's Title Policy prior to the Effective Date, and Assignee has approved the form and substance of the Owner's Title Policy.

Section 6.2 — Survey. An ALTA/NSPS Land Title Survey of the Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (including Table A items as specified by Assignee), has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Florida License No. LS-7842), dated and last revised as of a date no earlier than thirty (30) days prior to the Effective Date (the "Survey"). The Survey has been certified to Assignee, Commonwealth National Title Insurance Company (as title insurer), and Pinnacle Federal Bank, N.A. (as lender). Assignee acknowledges receipt of the Survey and has approved the Survey and all matters shown thereon as part of Assignee's due diligence review under the PSA.

ARTICLE VII — COVENANTS AND AGREEMENTS

Section 7.1 — Further Assurances. Each Party hereto agrees, from and after the Effective Date, to execute and deliver, or cause to be executed and delivered, such additional and further 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 intent and purposes hereof. Without limiting the generality of the foregoing, such additional documents may include:

(a) any filings required with the Delaware Secretary of State, including without limitation any amendment to the Certificate of Formation of the Company to reflect the change in the authorized person or registered agent of the Company;

(b) any filings required with the Florida Department of State, Division of Corporations, including without limitation any amendment to the foreign qualification registration of the Company in the State of Florida to reflect the change in membership and management;

(c) any UCC amendments or assignments required to be filed in connection with the change of control of the Company and the assumption of the Pinnacle Loan Documents; and

(d) any tax forms, transfer tax returns, or other governmental filings required in connection with the transfer of the Interests.

Section 7.2 — Indemnification. The Parties acknowledge and agree that all indemnification rights and obligations with respect to the Company and the Property are governed by, and subject to, the indemnification provisions set forth in Article XII of the PSA. Without limiting the foregoing, the Parties acknowledge the following indemnification parameters established by the PSA:

(a) General Rep Cap. The aggregate liability of Assignor for breaches of general representations and warranties under the PSA shall not exceed Fifty-Five Million Dollars ($55,000,000) (equal to 5.0% of the aggregate purchase price).

(b) Fundamental Rep Cap. The aggregate liability of Assignor for breaches of Fundamental Representations (as defined in the PSA) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (equal to 10.0% of the aggregate purchase price).

(c) Tipping Basket. Assignor shall have no liability for breaches of general representations and warranties unless and until the aggregate amount of all losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (equal to 0.50% of the aggregate purchase price), at which point Assignor shall be liable for all losses from the first dollar (i.e., a tipping basket, not a true deductible).

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

(e) Indemnity Escrow. Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (equal to 1.5% of the aggregate purchase price) has been deposited into escrow with Commonwealth National Title Insurance Company, as escrow agent, to secure Assignor's indemnification obligations under the PSA. The indemnity escrow shall be held for a period of eighteen (18) months following the Effective Date, subject to the terms of the Indemnity Escrow Agreement executed concurrently herewith.

The provisions of this Section 7.2 are provided for reference purposes only and shall not modify, expand, or limit the indemnification provisions of the PSA. In the event of any conflict between this Section 7.2 and the PSA, the PSA shall control.

Section 7.3 — Representations and Warranties Insurance. Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million Dollars ($11,000,000). The R&W Policy covers losses arising from breaches of Seller's representations and warranties with respect to the Company and the other Target Entities, subject to the terms, conditions, exclusions, and limitations set forth therein. The existence of the R&W Policy shall not diminish or otherwise affect Assignor's indemnification obligations under the PSA, except to the extent expressly provided therein.

Section 7.4 — Post-Closing Obligations. The Parties acknowledge and agree that the following post-closing obligations, as more fully set forth in the PSA, apply to the Company and the Property:

(a) Proration True-Up. Pursuant to Section 9.4 of the PSA, the Parties shall complete a true-up of all prorations (including real property taxes, utility charges, tenant reimbursements, and other customary items prorated at closing) within ninety (90) days following the Effective Date. The deadline for completion of the proration true-up is September 4, 2024. Each Party shall cooperate in good faith and provide the other Party with all information and documentation reasonably requested in connection with such true-up.

(b) Transition Services. Pursuant to the Transition Services Agreement executed concurrently herewith, Argyle Property Services LLC (an affiliate of Assignor and the current property manager of the Property) shall continue to provide property management and transition services to the Company and the Property 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, during which period Fairwater Property Management LLC (an affiliate of Assignee) shall assume property management responsibilities for the Property.

(c) Operating Agreement Filing. Assignee shall cause the Amended and Restated Limited Liability Company Operating Agreement of the Company, reflecting Assignee as the sole member, to be maintained in the books and records of the Company and shall file or cause to be filed any related amendments to the Company's Certificate of Formation with the Delaware Secretary of State, to the extent required.

(d) Foreign Qualification Updates. Assignee shall cause any required amendments or updates to the Company's foreign qualification with the Florida Department of State, Division of Corporations, to be filed within a reasonable period following the Effective Date, reflecting the change in membership, management, and registered agent (if applicable) of the Company.

(e) Tenant Notification Letters. Assignee shall cause tenant notification letters to be delivered to all tenants at the Property, in the form approved by Assignor and Assignee prior to closing, notifying such tenants of the change of ownership and providing updated rent payment instructions and management contact information.

(f) Subordination, Non-Disturbance, and Attornment Agreements. To the extent that any subordination, non-disturbance, and attornment agreements ("SNDAs") required to be delivered by Assignor at closing have not been obtained from tenants at the Property as of the Effective Date, Assignor shall use commercially reasonable efforts to obtain and deliver such SNDAs to Assignee (or, as applicable, to Pinnacle Federal Bank, N.A.) within thirty (30) days following the Effective Date.

ARTICLE VIII — MISCELLANEOUS

Section 8.1 — PSA Controls. This Assignment is delivered pursuant to, and is subject to, the terms and conditions of the PSA. In the event of any conflict or inconsistency between any provision of this Assignment and any provision of the PSA, the terms of the PSA shall control and govern, and the conflicting provision of this Assignment shall be deemed modified to the extent necessary to resolve such conflict or inconsistency.

Section 8.2 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require the application of the laws of any other jurisdiction, consistent with the governing law provision of the PSA. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action or proceeding arising out of or relating to this Assignment, and each Party irrevocably waives any objection it may have to the laying of venue in any such court.

Section 8.3 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as otherwise permitted by the PSA.

Section 8.4 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic mail in portable document format (.pdf) or by other electronic means (including Brightwater Software or similar electronic signature platforms) shall have the same force and effect as original ink signatures, and each Party hereby waives any objection to the use of electronic signatures in connection with the execution and delivery of this Assignment.

Section 8.5 — Entire Agreement. This Assignment, together with the PSA (as amended), and the other closing documents and ancillary agreements delivered concurrently herewith or contemplated thereby, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, relating to such subject matter.

Section 8.6 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee. No course of dealing, course of performance, or trade usage shall be deemed to amend or modify any provision of this Assignment.

Section 8.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA, to the following addresses (or such other addresses as may be specified by a Party in accordance with the PSA):

If to Assignor:

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

Attention: Victor Lansdell, Managing Partner

Telephone: (404) 555-7200

Email: vlansdell@greystonemeridian.com

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

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

Attention: Nathaniel Pryce, Esq.

Telephone: (212) 555-3400

Email: npryce@blackridgehayes.com

If to Assignee:

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

Attention: David Elgin Park, General Counsel

Telephone: (410) 555-8100

Email: dpark@fairwaterreit.com

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

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

Attention: Douglas Fairchild, Esq.

Telephone: (212) 555-9600

Email: dfairchild@calderwoodharkness.com

Section 8.8 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Parties shall negotiate in good faith a substitute provision that, to the maximum extent practicable, preserves the original intent of the Parties as reflected in the provision held to be invalid, illegal, or unenforceable.

Section 8.9 — No Third-Party Beneficiaries. Except as otherwise expressly provided in the PSA (including, without limitation, with respect to lenders, indemnitees, and the insurer under the R&W Policy, to the extent applicable), this Assignment is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns. Nothing in this Assignment, express or implied, shall create any third-party beneficiary rights in any person or entity.

[SIGNATURE PAGES FOLLOW]

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

ASSIGNOR:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

ASSIGNEE:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

Property Name: Southport Logistics Park

Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218

County: Duval County, Florida

Property Type: Logistics/Industrial

Approximate Rentable square Footage: 410,000 square feet

Year Constructed: 2021

Cross-Reference: PSA Exhibit A, Property No. 7 (Southport Logistics Park)

The real property situated in the County of Duval, State of Florida, more particularly described as follows:

A portion of Section 23, Township 1 North, Range 26 East, Duval County, Florida, being more particularly described as follows:

Commencing at the intersection of the Southerly right-of-way line of Southport Connector Road (a 100-foot right-of-way as now established) with the Easterly right-of-way line of Interstate 295 (a variable-width right-of-way); thence South 89°47'32" East along said Southerly right-of-way line of Southport Connector Road, a distance of 637.42 feet to the POINT OF BEGINNING; thence continuing South 89°47'32" East along said Southerly right-of-way line, a distance of 1,284.16 feet; thence South 00°12'28" West, a distance of 1,602.83 feet; thence North 89°47'32" West, a distance of 1,284.16 feet; thence North 00°12'28" East, a distance of 1,602.83 feet to the POINT OF BEGINNING.

Containing approximately 47.3 acres (2,060,988 square feet), more or less.

TOGETHER WITH all improvements, buildings, structures, and fixtures situated thereon, and all rights, privileges, easements, tenements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining.

SUBJECT TO all matters shown on the Survey, Permitted Exceptions as set forth in the PSA, and applicable zoning and land use regulations.

Note: This legal description is provided for reference purposes in connection with this Assignment and is intended to correspond to the legal description set forth in PSA Exhibit A, Property No. 7. In the event of any discrepancy between this legal description and the legal description set forth in the PSA or in the recorded instruments of title, the recorded instruments of title shall control. A full metes-and-bounds description is set forth in the Owner's Title Policy and the Survey.

EXHIBIT B

EXISTING LOAN DOCUMENTS

The following is a reference list of the existing loan documents applicable to the Company (Loan 1-G), as identified in PSA Exhibit Q (Assumed Loan Documents List). Capitalized terms used in this Exhibit B and not otherwise defined herein shall have the meanings ascribed to them in the applicable loan documents or the PSA.

Lender: Pinnacle Federal Bank, N.A. Loan Designation: Loan 1-G Borrower: GMP Southport LLC, a Delaware limited liability company

Note: This Exhibit B is provided for reference purposes only and is not intended to be a comprehensive list of all documents, instruments, and agreements relating to Loan 1-G. A complete list of assumed loan documents is set forth in PSA Exhibit Q (Assumed Loan Documents List). In the event of any discrepancy between this Exhibit B and PSA Exhibit Q, PSA Exhibit Q shall control.

No.	Document	Date
1	Master Loan Agreement, by and among Pinnacle Federal Bank, N.A. (as lender) and GMP Southport LLC and certain affiliated borrowers (as borrowers), as amended from time to time	September 15, 2020, as amended
2	Individual Loan Supplement for Loan 1-G (GMP Southport LLC as borrower)	September 15, 2020
3	Promissory Note (Loan 1-G) in favor of Pinnacle Federal Bank, N.A.	September 15, 2020
4	Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, by GMP Southport LLC in favor of Pinnacle Federal Bank, N.A., encumbering the Property (recorded in the Official Records of Duval County, Florida)	September 15, 2020
5	Assignment of Leases and Rents, by GMP Southport LLC in favor of Pinnacle Federal Bank, N.A.	September 15, 2020
6	UCC-1 Financing Statement filed with the Delaware Secretary of State (GMP Southport LLC as debtor; Pinnacle Federal Bank, N.A. as secured party)	September 15, 2020, as continued
7	UCC-1 Financing Statement filed with the Florida Secured Transaction Registry (GMP Southport LLC as debtor; Pinnacle Federal Bank, N.A. as secured party)	September 15, 2020, as continued
8	Environmental Indemnity Agreement, by GMP Southport LLC and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.	September 15, 2020
9	Guaranty of Non-Recourse Carve-Out Obligations (Loan 1-G), by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A.	September 15, 2020
10	First Amendment to Master Loan Agreement	March 22, 2021
11	Second Amendment to Master Loan Agreement	November 8, 2022
12	Consent Letter from Pinnacle Federal Bank, N.A. regarding change of control of GMP Southport LLC	June 4, 2024
13	Assumption Agreement — Pinnacle Loans, by and among Pinnacle Federal Bank, N.A., GMP Southport LLC, Greystone Meridian Partners Fund III, L.P., and Fairwater Real Estate Investment Trust	June 6, 2024
14	Replacement Guaranty — Pinnacle Loans (Guaranty of Non-Recourse Carve-Out Obligations), by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A.	June 6, 2024
15	Replacement Environmental Indemnity Agreement, by GMP Southport LLC and Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A.	June 6, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP SOUTHPORT LLC
(a Delaware limited liability company)
Effective Date: June 6, 2024
Delivered pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, with a registered agent address of 1209 Orange Street, Wilmington, Delaware 19801, Employer Identification Number 83-1647205, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company (Employer Identification Number 83-1520984), whose managing partners are Victor Lansdell and Elise Rathborne;
AND
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, Employer Identification Number 52-2198437, and whose shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
COMPANY:
GMP SOUTHPORT LLC, a Delaware limited liability company (the "Company"), Employer Identification Number 84-2527849, formed under the laws of the State of Delaware. The Company is a single-purpose entity that owns the real property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Property").
RECITALS
A. Assignor, as seller, and Assignee, as buyer, are parties 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 April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, collectively, the "PSA"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"), including the Company.
B. Assignor is the sole owner of one hundred percent (100%) of the membership interests in the Company (the "Interests"). The Company is a single-purpose Delaware limited liability company organized under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) that owns the real property commonly known as Southport Logistics Park, consisting of approximately 410,000 rentable square feet of logistics and industrial space, located at 3200 Southport Connector Road, Jacksonville, Florida 32218 (the "Property"), which was constructed in 2021.
C. The Company is the borrower under that certain loan (designated as "Loan 1-G") made by Pinnacle Federal Bank, N.A., a national banking association, secured by the Property, which loan is part of the Master Loan Agreement dated September 15, 2020, as amended from time to time (collectively, the "Pinnacle Loan Documents"). Pinnacle Federal Bank, N.A. has consented to the change of control of the Company contemplated hereby pursuant to that certain consent letter executed on June 4, 2024 (the "Lender Consent").
D. The PSA provides for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) for all fourteen (14) Target Entities, with Six Hundred Twelve Million Dollars ($612,000,000) of existing mortgage debt to be assumed by Assignee and the balance payable in immediately available cash funds at closing. The allocation of the aggregate purchase price to the Company and the Property is set forth in PSA Exhibit K (Purchase Price Allocation Schedule), which allocation was prepared based upon appraised values determined by Stonebridge Valuation Advisors, LLC.
E. Assignor desires to assign, transfer, convey, and deliver to Assignee, and Assignee desires to accept and assume from Assignor, all of Assignor's right, title, and interest in and to the Interests, subject to the terms and conditions of the PSA and this Assignment.
F. The governing law of the PSA is the State of New York. This Assignment is delivered pursuant to the PSA and is governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of any other law.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Assignor and Assignee agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth herein and the definitions set forth in the PSA, the PSA shall control, except to the extent that this Assignment expressly provides otherwise.
Section 1.2 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:
(a) "Assignment" means this Assignment and Assumption of Membership Interests, together with all exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
(b) "Company" means GMP Southport LLC, a Delaware limited liability company, Employer Identification Number 84-2527849, formed under the laws of the State of Delaware.
(c) "Effective Date" means June 6, 2024.
(d) "Interests" means one hundred percent (100%) of the membership interests in the Company, including all of Assignor's economic and non-economic rights, voting rights, management rights, and all other rights, powers, and privileges appurtenant thereto under the Operating Agreement, the Delaware Limited Liability Company Act, and applicable law.
(e) "Lender Consent" means that certain consent letter from Pinnacle Federal Bank, N.A. dated June 4, 2024, consenting to the transfer of the Interests and the change of control of the Company contemplated by this Assignment.
(f) "Operating Agreement" means the existing limited liability company operating agreement of the Company, as such operating agreement is amended and restated as of the Effective Date in the form of the Amended and Restated Limited Liability Company Operating Agreement of GMP Southport LLC, executed concurrently herewith.
(g) "Property" means the real property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218, Duval County, Florida, consisting of approximately 410,000 rentable square feet of logistics and industrial space, as more particularly described in Exhibit A attached hereto.
(h) "PSA" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Assignor, as seller, and Assignee, as buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, together with all schedules and exhibits thereto.
ARTICLE II — ASSIGNMENT AND ASSUMPTION
Section 2.1 — Assignment of Interests. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to the Interests, being one hundred percent (100%) of the membership interests in the Company. Such assignment is made free and clear of all liens, pledges, encumbrances, security interests, options, claims, charges, assessments, restrictions, rights of first refusal, preemptive rights, and restrictions of any kind or nature whatsoever (collectively, "Encumbrances"), other than (i) those restrictions set forth in the Company's Operating Agreement as amended and restated as of the Effective Date, and (ii) Permitted Exceptions (as defined in the PSA) as they may relate to or affect the Property. Assignor hereby acknowledges that, upon the execution and delivery of this Assignment, Assignor shall have no further right, title, or interest in or to the Interests or the Company, except as expressly provided in the PSA with respect to Excluded Liabilities, indemnification, and other surviving obligations.
Section 2.2 — Assumption by Assignee. Effective as of the Effective Date, Assignee hereby accepts the assignment of the Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, and liabilities of Assignor as a member of the Company arising from and after the Effective Date, including without limitation the following:
(a) Operating Agreement Obligations. All obligations, duties, and responsibilities of the sole member of the Company under the Operating Agreement, as amended and restated as of the Effective Date, including without limitation all capital contribution obligations, management responsibilities, and governance duties set forth therein.
(b) Loan Obligations. All obligations of the Company as borrower under Loan 1-G made by Pinnacle Federal Bank, N.A. pursuant to the Master Loan Agreement dated September 15, 2020, as amended from time to time, as such obligations are assumed by Assignee pursuant to the Assumption Agreement — Pinnacle Loans executed concurrently herewith. Assignee acknowledges that it has executed the Replacement Guaranty — Pinnacle Loans concurrently herewith, replacing Greystone Meridian Partners Fund III, L.P. as carve-out guarantor under the Pinnacle Loan Documents applicable to the Company.
(c) Lease and Contract Obligations. All obligations of the Company arising from and after the Effective Date under the leases, service contracts, management agreements, vendor agreements, utility agreements, and all other contracts and agreements to which the Company is a party or by which the Company or the Property is bound, as set forth in the PSA disclosure schedules and the rent roll delivered to Assignee at closing.
(d) Governmental and Regulatory Obligations. All obligations of the Company arising from and after the Effective Date under applicable federal, state, and local laws, rules, regulations, codes, ordinances, and orders, including without limitation environmental laws, zoning regulations, building codes, and tax requirements.
Notwithstanding the foregoing, the obligations assumed by Assignee pursuant to this Section 2.2 shall specifically exclude Excluded Liabilities (as defined in the PSA), which shall remain the sole responsibility of Assignor. For the avoidance of doubt, "Excluded Liabilities" includes, without limitation, (i) any liabilities or obligations of the Company or Assignor arising from facts, circumstances, or events occurring prior to the Effective Date that constitute breaches of Assignor's representations and warranties under the PSA, (ii) any pre-closing tax liabilities of the Company allocated to Assignor pursuant to the proration provisions of the PSA, and (iii) any liabilities arising from Assignor's breach of the PSA or any closing document.
Section 2.3 — Admission of Assignee as Sole Member. Upon the execution and delivery of this Assignment, Assignee shall be admitted as the sole member of the Company, and Assignor shall simultaneously cease to be a member of the Company and shall withdraw as a member effective as of the Effective Date. The Amended and Restated Limited Liability Company Operating Agreement of the Company, executed concurrently herewith by Assignee as the sole member, shall govern the Company from and after the Effective Date. Assignor shall execute such additional documents as may be reasonably requested by Assignee to evidence Assignor's withdrawal from the Company and Assignee's admission as the sole member, including without limitation any amendments to the Certificate of Formation of the Company required to be filed with the Delaware Secretary of State.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, as of the Effective Date:
Section 3.1 — Ownership. Immediately prior to the execution and delivery of this Assignment, Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Interests. Assignor has full right, power, and authority to assign, transfer, convey, and deliver the Interests to Assignee in accordance with the terms of this Assignment and the PSA. No other person or entity has any right, title, or interest in or to the Interests or any portion thereof (whether by contract, option, right of first refusal, or otherwise), except for the rights of Assignee arising under the PSA.
Section 3.2 — Authorization. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary partnership action on the part of Assignor, including without limitation authorization by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Assignor. Victor Lansdell, in his capacity as Co-Founder and Managing Partner of Greystone Meridian Capital LLC, is duly authorized to execute and deliver this Assignment on behalf of Assignor. No other consent, approval, authorization, or action by, or filing with, any governmental authority or any other person or entity is required for the execution, delivery, and performance of this Assignment by Assignor, other than such consents, approvals, and filings as have been obtained or made prior to the Effective Date (including, without limitation, the Lender Consent).
Section 3.3 — No Encumbrances. The Interests are free and clear of all Encumbrances, including without limitation all liens, pledges, security interests, mortgages, charges, claims, options, rights of first refusal, preemptive rights, community property interests, equitable interests, and restrictions of any kind or nature whatsoever, except for (i) restrictions under the Operating Agreement as in effect prior to the Effective Date, and (ii) matters disclosed in the PSA disclosure schedules. No financing statement, security agreement, or similar instrument has been filed or is in effect with respect to the Interests, other than filings that will be terminated at or prior to the closing.
Section 3.4 — No Violation. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor or the Company, (ii) violate any law, regulation, order, judgment, injunction, or decree applicable to Assignor or the Company, (iii) conflict with, result in a breach or default under, give rise to any right of termination, cancellation, or acceleration under, or require any consent or approval under, any contract, agreement, instrument, license, or permit to which Assignor or the Company is a party or by which either is bound, except for such consents and approvals as have been obtained prior to the Effective Date, including without limitation the Lender Consent executed by Pinnacle Federal Bank, N.A. on June 4, 2024.
Section 3.5 — Bring-Down of PSA Representations. Assignor's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Seller's Closing Certificate executed by Assignor and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such representations and warranties, as set forth in the PSA, shall continue to apply with full force and effect.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows, as of the Effective Date:
Section 4.1 — Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary trust action on the part of Assignee, including without limitation the approval of the board of trustees of Fairwater Real Estate Investment Trust. Marcus Devereaux, in his capacity as Executive Vice President, Acquisitions, is duly authorized to execute and deliver this Assignment on behalf of Assignee. No other consent, approval, authorization, or action by, or filing with, any governmental authority or any other person or entity is required for the execution, delivery, and performance of this Assignment by Assignee, other than such consents, approvals, and filings as have been obtained or made prior to the Effective Date.
Section 4.2 — Binding Obligation. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.3 — Bring-Down of PSA Representations. Assignee's representations and warranties set forth in the PSA, as updated and brought down to the Effective Date in the Buyer's Closing Certificate executed by Assignee and delivered concurrently herewith, are hereby incorporated by reference into this Assignment as if fully set forth herein. The survival periods, limitations, and qualifications applicable to such representations and warranties, as set forth in the PSA, shall continue to apply with full force and effect.
ARTICLE V — PROPERTY AND LOAN DETAILS
Section 5.1 — Property Description. The Company owns the real property commonly known as Southport Logistics Park, a logistics and industrial facility located at 3200 Southport Connector Road, Jacksonville, Florida 32218, in Duval County, Florida. The Property consists of approximately 410,000 rentable square feet of logistics and industrial space, constructed in 2021, situated on approximately 47.3 acres of land. The legal description of the Property is attached hereto as Exhibit A and is incorporated herein by reference. The legal description set forth in Exhibit A corresponds to the description set forth in PSA Exhibit A (Property Descriptions), Property No. 7 (Southport Logistics Park).
Section 5.2 — Existing Debt. The Company is the borrower under Loan 1-G made by Pinnacle Federal Bank, N.A., a national banking association, with offices at 600 Travis Street, Suite 4400, Houston, Texas 77002, pursuant to the Master Loan Agreement dated September 15, 2020, as amended from time to time, and the individual loan supplement applicable to the Company. The material terms of Loan 1-G are as follows:
(a) Interest Rate. The loan bears interest at a fixed rate of four and twenty-two hundredths percent (4.22%) per annum.
(b) Maturity Date. The loan matures on July 1, 2028.
(c) Security. The loan is secured by, among other things, a mortgage, assignment of leases and rents, and security agreement encumbering the Property, as well as UCC financing statements filed with the Delaware Secretary of State and the Florida Secured Transaction Registry, as applicable.
(d) Change of Control Consent. Pinnacle Federal Bank, N.A. has consented to the transfer of the Interests and the resulting change of control of the Company pursuant to the Lender Consent executed on June 4, 2024, as further described in Section 5.3 below.
(e) Assumption and Guaranty. Assignee has executed the Assumption Agreement — Pinnacle Loans and the Replacement Guaranty — Pinnacle Loans concurrently herewith, replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor and assuming all of the Company's obligations as borrower under Loan 1-G. The Replacement Guaranty contains, among other things, covenants by Assignee to maintain a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and minimum liquid assets of Fifty Million Dollars ($50,000,000) throughout the remaining term of the loan.
Section 5.3 — Lender Consent. Pinnacle Federal Bank, N.A. has consented to the transfer of the Interests and the change of control of the Company contemplated by this Assignment pursuant to the Lender Consent executed on June 4, 2024. The Lender Consent is subject to the following conditions, each of which has been satisfied as of the Effective Date:
(a) Consent Fee. Payment by Assignor and/or Assignee of a consent fee in the amount of twenty-five basis points (0.25%) of the outstanding principal balance of the Pinnacle loan pool as of the date of the Lender Consent, allocated among the loans within the Pinnacle loan pool (including Loan 1-G) as set forth in the closing settlement statements prepared in connection with the transactions contemplated by the PSA.
(b) Replacement Guaranty. Delivery by Assignee of the Replacement Guaranty — Pinnacle Loans, pursuant to which Assignee guarantees certain non-recourse carve-out obligations of the Company under Loan 1-G. The Replacement Guaranty contains financial covenants requiring Assignee to maintain a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000) and minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), in each case as determined in accordance with the methodologies set forth in the Replacement Guaranty.
(c) Assumption Agreement. Execution and delivery of the Assumption Agreement — Pinnacle Loans by Assignee, pursuant to which Assignee assumes all obligations of the Company and the prior guarantor under the Pinnacle Loan Documents applicable to Loan 1-G.
(d) Release of Assignor. Upon satisfaction of the foregoing conditions, Pinnacle Federal Bank, N.A. has released Assignor and its affiliates from all guaranty obligations under the Pinnacle Loan Documents applicable to Loan 1-G, effective as of the Effective Date.
ARTICLE VI — TITLE INSURANCE AND SURVEYS
Section 6.1 — Title Policy. Commonwealth National Title Insurance Company, located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 (title officer: Kenneth Stanhope, Senior Vice President), has issued or will issue an ALTA Owner's Policy of Title Insurance (2021 form) with respect to the Property (the "Owner's Title Policy"), insuring Assignee's indirect interest in the Property through Assignee's ownership of one hundred percent (100%) of the Interests in the Company. The Owner's Title Policy insures the Company's title to the Property, subject only to the Permitted Exceptions set forth in the PSA and approved by Assignee pursuant to the terms thereof. The amount of insurance under the Owner's Title Policy is equal to the portion of the aggregate purchase price allocated to the Company and the Property under PSA Exhibit K (Purchase Price Allocation Schedule). Assignee acknowledges receipt of the Owner's Title Policy or a marked-up pro forma of the Owner's Title Policy prior to the Effective Date, and Assignee has approved the form and substance of the Owner's Title Policy.
Section 6.2 — Survey. An ALTA/NSPS Land Title Survey of the Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (including Table A items as specified by Assignee), has been prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Florida License No. LS-7842), dated and last revised as of a date no earlier than thirty (30) days prior to the Effective Date (the "Survey"). The Survey has been certified to Assignee, Commonwealth National Title Insurance Company (as title insurer), and Pinnacle Federal Bank, N.A. (as lender). Assignee acknowledges receipt of the Survey and has approved the Survey and all matters shown thereon as part of Assignee's due diligence review under the PSA.
ARTICLE VII — COVENANTS AND AGREEMENTS
Section 7.1 — Further Assurances. Each Party hereto agrees, from and after the Effective Date, to execute and deliver, or cause to be executed and delivered, such additional and further 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 intent and purposes hereof. Without limiting the generality of the foregoing, such additional documents may include:
(a) any filings required with the Delaware Secretary of State, including without limitation any amendment to the Certificate of Formation of the Company to reflect the change in the authorized person or registered agent of the Company;
(b) any filings required with the Florida Department of State, Division of Corporations, including without limitation any amendment to the foreign qualification registration of the Company in the State of Florida to reflect the change in membership and management;
(c) any UCC amendments or assignments required to be filed in connection with the change of control of the Company and the assumption of the Pinnacle Loan Documents; and
(d) any tax forms, transfer tax returns, or other governmental filings required in connection with the transfer of the Interests.
Section 7.2 — Indemnification. The Parties acknowledge and agree that all indemnification rights and obligations with respect to the Company and the Property are governed by, and subject to, the indemnification provisions set forth in Article XII of the PSA. Without limiting the foregoing, the Parties acknowledge the following indemnification parameters established by the PSA:
(a) General Rep Cap. The aggregate liability of Assignor for breaches of general representations and warranties under the PSA shall not exceed Fifty-Five Million Dollars ($55,000,000) (equal to 5.0% of the aggregate purchase price).
(b) Fundamental Rep Cap. The aggregate liability of Assignor for breaches of Fundamental Representations (as defined in the PSA) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (equal to 10.0% of the aggregate purchase price).
(c) Tipping Basket. Assignor shall have no liability for breaches of general representations and warranties unless and until the aggregate amount of all losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (equal to 0.50% of the aggregate purchase price), at which point Assignor shall be liable for all losses from the first dollar (i.e., a tipping basket, not a true deductible).
(d) De Minimis Threshold. No individual claim for a breach of a general representation or warranty shall be counted toward the tipping basket unless the amount of losses attributable to such individual claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000).
(e) Indemnity Escrow. Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (equal to 1.5% of the aggregate purchase price) has been deposited into escrow with Commonwealth National Title Insurance Company, as escrow agent, to secure Assignor's indemnification obligations under the PSA. The indemnity escrow shall be held for a period of eighteen (18) months following the Effective Date, subject to the terms of the Indemnity Escrow Agreement executed concurrently herewith.
The provisions of this Section 7.2 are provided for reference purposes only and shall not modify, expand, or limit the indemnification provisions of the PSA. In the event of any conflict between this Section 7.2 and the PSA, the PSA shall control.
Section 7.3 — Representations and Warranties Insurance. Assignee has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") from Sentinel Specialty Insurance Company, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million Dollars ($11,000,000). The R&W Policy covers losses arising from breaches of Seller's representations and warranties with respect to the Company and the other Target Entities, subject to the terms, conditions, exclusions, and limitations set forth therein. The existence of the R&W Policy shall not diminish or otherwise affect Assignor's indemnification obligations under the PSA, except to the extent expressly provided therein.
Section 7.4 — Post-Closing Obligations. The Parties acknowledge and agree that the following post-closing obligations, as more fully set forth in the PSA, apply to the Company and the Property:
(a) Proration True-Up. Pursuant to Section 9.4 of the PSA, the Parties shall complete a true-up of all prorations (including real property taxes, utility charges, tenant reimbursements, and other customary items prorated at closing) within ninety (90) days following the Effective Date. The deadline for completion of the proration true-up is September 4, 2024. Each Party shall cooperate in good faith and provide the other Party with all information and documentation reasonably requested in connection with such true-up.
(b) Transition Services. Pursuant to the Transition Services Agreement executed concurrently herewith, Argyle Property Services LLC (an affiliate of Assignor and the current property manager of the Property) shall continue to provide property management and transition services to the Company and the Property 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, during which period Fairwater Property Management LLC (an affiliate of Assignee) shall assume property management responsibilities for the Property.
(c) Operating Agreement Filing. Assignee shall cause the Amended and Restated Limited Liability Company Operating Agreement of the Company, reflecting Assignee as the sole member, to be maintained in the books and records of the Company and shall file or cause to be filed any related amendments to the Company's Certificate of Formation with the Delaware Secretary of State, to the extent required.
(d) Foreign Qualification Updates. Assignee shall cause any required amendments or updates to the Company's foreign qualification with the Florida Department of State, Division of Corporations, to be filed within a reasonable period following the Effective Date, reflecting the change in membership, management, and registered agent (if applicable) of the Company.
(e) Tenant Notification Letters. Assignee shall cause tenant notification letters to be delivered to all tenants at the Property, in the form approved by Assignor and Assignee prior to closing, notifying such tenants of the change of ownership and providing updated rent payment instructions and management contact information.
(f) Subordination, Non-Disturbance, and Attornment Agreements. To the extent that any subordination, non-disturbance, and attornment agreements ("SNDAs") required to be delivered by Assignor at closing have not been obtained from tenants at the Property as of the Effective Date, Assignor shall use commercially reasonable efforts to obtain and deliver such SNDAs to Assignee (or, as applicable, to Pinnacle Federal Bank, N.A.) within thirty (30) days following the Effective Date.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 — PSA Controls. This Assignment is delivered pursuant to, and is subject to, the terms and conditions of the PSA. In the event of any conflict or inconsistency between any provision of this Assignment and any provision of the PSA, the terms of the PSA shall control and govern, and the conflicting provision of this Assignment shall be deemed modified to the extent necessary to resolve such conflict or inconsistency.
Section 8.2 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require the application of the laws of any other jurisdiction, consistent with the governing law provision of the PSA. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action or proceeding arising out of or relating to this Assignment, and each Party irrevocably waives any objection it may have to the laying of venue in any such court.
Section 8.3 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as otherwise permitted by the PSA.
Section 8.4 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic mail in portable document format (.pdf) or by other electronic means (including Brightwater Software or similar electronic signature platforms) shall have the same force and effect as original ink signatures, and each Party hereby waives any objection to the use of electronic signatures in connection with the execution and delivery of this Assignment.
Section 8.5 — Entire Agreement. This Assignment, together with the PSA (as amended), and the other closing documents and ancillary agreements delivered concurrently herewith or contemplated thereby, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, relating to such subject matter.
Section 8.6 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee. No course of dealing, course of performance, or trade usage shall be deemed to amend or modify any provision of this Assignment.
Section 8.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA, to the following addresses (or such other addresses as may be specified by a Party in accordance with the PSA):
If to Assignor:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Managing Partner
Telephone: (404) 555-7200
Email: vlansdell@greystonemeridian.com
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
Telephone: (212) 555-3400
Email: npryce@blackridgehayes.com
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Telephone: (410) 555-8100
Email: dpark@fairwaterreit.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Telephone: (212) 555-9600
Email: dfairchild@calderwoodharkness.com
Section 8.8 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Parties shall negotiate in good faith a substitute provision that, to the maximum extent practicable, preserves the original intent of the Parties as reflected in the provision held to be invalid, illegal, or unenforceable.
Section 8.9 — No Third-Party Beneficiaries. Except as otherwise expressly provided in the PSA (including, without limitation, with respect to lenders, indemnitees, and the insurer under the R&W Policy, to the extent applicable), this Assignment is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns. Nothing in this Assignment, express or implied, shall create any third-party beneficiary rights in any person or entity.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption of Membership Interests to be duly executed and delivered as of the Effective Date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Property Name: Southport Logistics Park
Property Address: 3200 Southport Connector Road, Jacksonville, Florida 32218
County: Duval County, Florida
Property Type: Logistics/Industrial
Approximate Rentable square Footage: 410,000 square feet
Year Constructed: 2021
Cross-Reference: PSA Exhibit A, Property No. 7 (Southport Logistics Park)
The real property situated in the County of Duval, State of Florida, more particularly described as follows:
A portion of Section 23, Township 1 North, Range 26 East, Duval County, Florida, being more particularly described as follows:
Commencing at the intersection of the Southerly right-of-way line of Southport Connector Road (a 100-foot right-of-way as now established) with the Easterly right-of-way line of Interstate 295 (a variable-width right-of-way); thence South 89°47'32" East along said Southerly right-of-way line of Southport Connector Road, a distance of 637.42 feet to the POINT OF BEGINNING; thence continuing South 89°47'32" East along said Southerly right-of-way line, a distance of 1,284.16 feet; thence South 00°12'28" West, a distance of 1,602.83 feet; thence North 89°47'32" West, a distance of 1,284.16 feet; thence North 00°12'28" East, a distance of 1,602.83 feet to the POINT OF BEGINNING.
Containing approximately 47.3 acres (2,060,988 square feet), more or less.
TOGETHER WITH all improvements, buildings, structures, and fixtures situated thereon, and all rights, privileges, easements, tenements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining.
SUBJECT TO all matters shown on the Survey, Permitted Exceptions as set forth in the PSA, and applicable zoning and land use regulations.
Note: This legal description is provided for reference purposes in connection with this Assignment and is intended to correspond to the legal description set forth in PSA Exhibit A, Property No. 7. In the event of any discrepancy between this legal description and the legal description set forth in the PSA or in the recorded instruments of title, the recorded instruments of title shall control. A full metes-and-bounds description is set forth in the Owner's Title Policy and the Survey.
EXHIBIT B
EXISTING LOAN DOCUMENTS
The following is a reference list of the existing loan documents applicable to the Company (Loan 1-G), as identified in PSA Exhibit Q (Assumed Loan Documents List). Capitalized terms used in this Exhibit B and not otherwise defined herein shall have the meanings ascribed to them in the applicable loan documents or the PSA.
Lender: Pinnacle Federal Bank, N.A. Loan Designation: Loan 1-G Borrower: GMP Southport LLC, a Delaware limited liability company
Note: This Exhibit B is provided for reference purposes only and is not intended to be a comprehensive list of all documents, instruments, and agreements relating to Loan 1-G. A complete list of assumed loan documents is set forth in PSA Exhibit Q (Assumed Loan Documents List). In the event of any discrepancy between this Exhibit B and PSA Exhibit Q, PSA Exhibit Q shall control.
No. | Document | Date
1 | Master Loan Agreement, by and among Pinnacle Federal Bank, N.A. (as lender) and GMP Southport LLC and certain affiliated borrowers (as borrowers), as amended from time to time | September 15, 2020, as amended
2 | Individual Loan Supplement for Loan 1-G (GMP Southport LLC as borrower) | September 15, 2020
3 | Promissory Note (Loan 1-G) in favor of Pinnacle Federal Bank, N.A. | September 15, 2020
4 | Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, by GMP Southport LLC in favor of Pinnacle Federal Bank, N.A., encumbering the Property (recorded in the Official Records of Duval County, Florida) | September 15, 2020
5 | Assignment of Leases and Rents, by GMP Southport LLC in favor of Pinnacle Federal Bank, N.A. | September 15, 2020
6 | UCC-1 Financing Statement filed with the Delaware Secretary of State (GMP Southport LLC as debtor; Pinnacle Federal Bank, N.A. as secured party) | September 15, 2020, as continued
7 | UCC-1 Financing Statement filed with the Florida Secured Transaction Registry (GMP Southport LLC as debtor; Pinnacle Federal Bank, N.A. as secured party) | September 15, 2020, as continued
8 | Environmental Indemnity Agreement, by GMP Southport LLC and Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. | September 15, 2020
9 | Guaranty of Non-Recourse Carve-Out Obligations (Loan 1-G), by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. | September 15, 2020
10 | First Amendment to Master Loan Agreement | March 22, 2021
11 | Second Amendment to Master Loan Agreement | November 8, 2022
12 | Consent Letter from Pinnacle Federal Bank, N.A. regarding change of control of GMP Southport LLC | June 4, 2024
13 | Assumption Agreement — Pinnacle Loans, by and among Pinnacle Federal Bank, N.A., GMP Southport LLC, Greystone Meridian Partners Fund III, L.P., and Fairwater Real Estate Investment Trust | June 6, 2024
14 | Replacement Guaranty — Pinnacle Loans (Guaranty of Non-Recourse Carve-Out Obligations), by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. | June 6, 2024
15 | Replacement Environmental Indemnity Agreement, by GMP Southport LLC and Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. | June 6, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP SOUTHPORT LLC

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

COMPANY:

RECITALS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT B

EXISTING LOAN DOCUMENTS

Record

Parties

Dates

Amounts