1036-00004 · Client 1036 · Transaction Documents/Exhibits

psa-exhibit-b-form-assignment-membership-interests.docx DOCUMENT Real Estate

145 / 172 ← → ✕

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

Exhibit B to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "Assignor"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Assignee")

[Form — to be completed and executed separately for each Target Entity at Closing]

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

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

ASSIGNOR:

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, with its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company ("Assignor");

and

ASSIGNEE:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 ("Assignee").

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

RECITALS

WHEREAS:

A. Assignor is the owner of one hundred percent (100%) of the membership interests (the "Membership Interests") in [___] LLC, a Delaware limited liability company (the "Company"), which is a single-purpose entity that owns certain real property commonly known as [Property Name], located at [Property Address], [City], [State] (the "Property");

B. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024, the "Purchase Agreement"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of the Target Entities (as defined in the Purchase Agreement), including the Company;

C. The Purchase Agreement provides for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) for the Membership Interests in all fourteen (14) Target Entities, of which Six Hundred Twelve Million Dollars ($612,000,000) constitutes assumed mortgage indebtedness and Four Hundred Eighty-Eight Million Dollars ($488,000,000) constitutes cash consideration (subject to adjustment as provided in the Purchase Agreement, including the PCA Credit and prorations set forth therein);

D. The Company's organizational documents consist of that certain Operating Agreement of [___] LLC dated [__] (the "Operating Agreement"), which governs the rights, obligations, and interests of the members of the Company;

E. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement; and

F. The Parties desire to consummate the transfer and assignment of the Membership Interests and the assumption of obligations in connection therewith, all as contemplated by and in accordance with the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consideration described in Section 1.3 hereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:

ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment.

Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal, rights of first offer, preemptive rights, and restrictions of any kind or nature whatsoever, other than (a) those imposed by applicable federal and state securities laws, and (b) those set forth in the Operating Agreement (as amended and restated as of the date hereof pursuant to Section 5.1 of this Assignment). Such assignment includes, without limitation, all of Assignor's right, title, and interest in and to all economic interests, voting rights, management rights, information rights, consent rights, and all other rights and privileges appurtenant to or arising from the Membership Interests. Effective as of the date hereof, Assignee shall be the sole member of the Company, and Assignor shall have no further right, title, or interest in or to the Membership Interests or the Company, except as expressly provided in the Purchase Agreement.

Section 1.2 — Allocated Purchase Price.

The portion of the Purchase Price (as defined in the Purchase Agreement) allocated to the Membership Interests in the Company is $[__], as set forth in the Purchase Price Allocation Schedule attached to the Purchase Agreement as Exhibit K (the "Allocated Purchase Price"). The Parties acknowledge and agree that such allocation was determined based on independent appraised values prepared by Stonebridge Valuation Advisors, LLC, as of November 15, 2023, as updated through April 30, 2024, and that such allocation was reviewed and agreed upon by both Assignor and Assignee as a condition to Closing. The Parties shall report the Allocated Purchase Price in a manner consistent with the provisions of Section 5.3 of this Assignment and the Purchase Agreement.

Section 1.3 — Consideration.

The consideration for the assignment of the Membership Interests as contemplated herein consists of: (a) Assignee's proportionate share of the aggregate cash consideration paid at Closing in accordance with the Purchase Agreement, (b) Assignee's assumption of Assignor's obligations with respect to the assumed mortgage indebtedness secured by the Property (to the extent applicable to this Company, as more particularly described in Article 6 of this Assignment), and (c) the other good and valuable consideration described in the Purchase Agreement, including without limitation the assumption of obligations as set forth in Article 2 hereof. Assignor hereby acknowledges receipt of the foregoing consideration and confirms that such consideration is adequate and sufficient for the assignment of the Membership Interests contemplated herein.

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee.

Assignee hereby accepts the assignment of the Membership Interests described in Article 1 of this Assignment and, in connection therewith, hereby assumes and agrees to perform, discharge, fulfill, and be bound by all obligations and liabilities of the sole member of the Company arising from and after the Closing Date, including without limitation:

(a) All obligations and duties of the sole member of the Company under the Operating Agreement (as amended and restated as of the date hereof pursuant to Section 5.1 of this Assignment), including without limitation all capital contribution obligations, distribution obligations, and governance obligations set forth therein;

(b) All obligations and responsibilities of the sole member of the Company with respect to the ownership, operation, management, maintenance, and disposition of the Property, including without limitation all obligations arising under applicable federal, state, and local law with respect to the Property;

(c) All obligations of the Company under the leases, subleases, license agreements, service contracts, property management agreements, brokerage agreements, maintenance contracts, and other agreements to which the Company is a party, in each case to the extent arising from and after the Closing Date, including without limitation the obligation to perform all landlord obligations under any tenant leases affecting the Property;

(d) All obligations of the Company under the loan documents to which the Company is a party as borrower, including without limitation the applicable promissory notes, deeds of trust, mortgage instruments, assignment of leases and rents, environmental indemnity agreements, and related agreements, in each case as assumed by Assignee (or its applicable affiliate) pursuant to the applicable Assumption Agreement(s) and Replacement Guaranty(ies) delivered at Closing in connection with the assumed mortgage indebtedness; and

(e) All obligations of the Company with respect to tenant security deposits held by the Company as of the Closing Date, including the obligation to hold, apply, refund, and account for such security deposits in accordance with the applicable tenant leases and applicable law. The aggregate tenant security deposits held across all fourteen (14) Target Entities as of the Closing Date are Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000), of which the specific amount attributable to this Company is as set forth in the Closing Proration Statement delivered at Closing.

The foregoing assumption of obligations is in addition to, and not in limitation of, any other obligations assumed by Assignee pursuant to the Purchase Agreement or any other Closing document delivered in connection therewith.

Section 2.2 — Retained Obligations of Assignor.

Notwithstanding Section 2.1, Assignor shall retain liability for all obligations and liabilities of the sole member of the Company arising prior to the Closing Date, except as otherwise expressly provided in the Purchase Agreement (including, without limitation, the proration and working-capital true-up provisions of Article [__] of the Purchase Agreement and Exhibit U thereto, pursuant to which certain pre-Closing obligations may be apportioned between the Parties). Assignor's retained obligations are subject to, and limited by, the indemnification provisions, caps, baskets, and survival periods set forth in the Purchase Agreement, including the following:

(i) General Representation Survival Period: eighteen (18) months from the Closing Date;

(ii) Tax Representation Survival Period: thirty-six (36) months from the Closing Date;

(iii) General Representation Cap: Fifty-Five Million Dollars ($55,000,000);

(iv) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000);

(v) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (aggregate losses must exceed this threshold before Assignor's indemnification obligations are triggered, at which point Assignor shall be liable from dollar one); and

(vi) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) (individual claims below this threshold shall not count toward the tipping basket).

For the avoidance of doubt, nothing in this Section 2.2 shall be deemed to expand or limit the obligations, liabilities, or indemnification rights of either Party beyond those expressly set forth in the Purchase Agreement.

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby makes the following representations and warranties to Assignee as of the date hereof:

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, is the sole general partner of Assignor and has full power and authority to act on behalf of Assignor in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary action on the part of Assignor and its general partner, including any required approvals of the limited partners of Assignor under the limited partnership agreement of Assignor. No further action, approval, or authorization is required on the part of Assignor or its general partner to make this Assignment valid, binding, and enforceable against Assignor in accordance with its terms.

Section 3.2 — Ownership of Membership Interests.

Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests constitute all of the issued and outstanding membership interests in the Company, and there are no other membership interests, equity interests, or securities of any kind in the Company outstanding or reserved for issuance. The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, mortgages, hypothecations, options, rights of first refusal, rights of first offer, preemptive rights, calls, puts, subscription rights, conversion rights, exchange rights, restrictions on transfer, and adverse claims of any kind or nature whatsoever, except for:

(a) restrictions imposed by applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(b) restrictions on transfer and other provisions set forth in the Operating Agreement (which restrictions have been complied with or waived in connection with the transactions contemplated hereby); and

(c) any liens or encumbrances that will be released at or prior to Closing, including without limitation UCC-1 financing statements filed by any secured party with respect to the Membership Interests or the assets of the Company, which shall be terminated by the filing of UCC-3 termination statements contemporaneously with or prior to the Closing.

Section 3.3 — No Conflicts.

The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignor (including the certificate of limited partnership and limited partnership agreement of Assignor) or the organizational documents of the Company (including the certificate of formation and Operating Agreement of the Company), (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any agreement, contract, lease, license, instrument, note, mortgage, deed of trust, indenture, or other arrangement to which Assignor or the Company is a party or by which any of their respective properties or assets are bound (including, after giving effect to the lender consents obtained from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as applicable, in connection with the transactions contemplated by the Purchase Agreement), or (c) violate or conflict with any applicable law, rule, regulation, order, judgment, decree, injunction, permit, license, or governmental authorization applicable to Assignor or the Company.

Section 3.4 — Consents.

All required consents, approvals, authorizations, permits, filings, registrations, and notices for the assignment of the Membership Interests as contemplated hereby have been obtained, made, or given, as applicable, including without limitation:

(a) Lender consent(s) from the applicable mortgage lender(s) to the change of control of the Company resulting from the transfer of the Membership Interests, as required under the applicable loan documents (including the consents from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and/or Sycamore Life Insurance Company, as applicable to this Company);

(b) Any required partner or member approvals under Assignor's organizational documents, including the approval of the limited partners of Assignor to the extent required under the limited partnership agreement of Assignor; and

(c) Any governmental filings, approvals, or authorizations required in connection with the transfer of the Membership Interests, including without limitation any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (to the extent applicable), and any state-level transfer tax filings or notifications.

Section 3.5 — Bring-Down.

The representations and warranties of Assignor set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to the Company, the Membership Interests, the Property, and the other matters described therein) are true and correct in all material respects as of the date hereof, as if made on and as of the date hereof, except to the extent that such representations and warranties expressly speak as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. The foregoing is confirmed by Assignor's Closing Certificate delivered to Assignee contemporaneously herewith in accordance with the closing conditions set forth in the Purchase Agreement.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby makes the following representations and warranties to Assignor as of the date hereof:

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 under its Declaration of Trust and Bylaws, as amended, and under applicable Maryland law, to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including approval by its Board of Trustees, and no further corporate, trust, or other organizational action is required on the part of Assignee to make this Assignment valid, binding, and enforceable against Assignee in accordance with its terms.

Section 4.2 — No Conflicts.

The execution and delivery of this Assignment by Assignee and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignee (including the Declaration of Trust and Bylaws of Assignee), or (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any agreement, contract, instrument, or other arrangement to which Assignee is a party or by which any of its properties or assets are bound, including without limitation Assignee's Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A., as administrative agent, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time).

Section 4.3 — Bring-Down.

The representations and warranties of Assignee set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to Assignee's authority, financial capacity, and other matters described therein) are true and correct in all material respects as of the date hereof, as if made on and as of the date hereof, except to the extent that such representations and warranties expressly speak as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. The foregoing is confirmed by Assignee's Closing Certificate delivered to Assignor contemporaneously herewith in accordance with the closing conditions set forth in the Purchase Agreement.

ARTICLE 5 — COMPANY MATTERS

Section 5.1 — Amended and Restated Operating Agreement.

Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, the Operating Agreement of the Company is hereby amended and restated in its entirety pursuant to that certain Amended and Restated Operating Agreement of [___] LLC dated as of the date hereof (the "A&R Operating Agreement"), a copy of which is attached hereto as Annex I and incorporated herein by this reference. The A&R Operating Agreement reflects Assignee as the sole member of the Company and sets forth the governance, capitalization, distribution, and dissolution provisions applicable to the Company from and after the date hereof. The A&R Operating Agreement replaces and supersedes the prior Operating Agreement in its entirety, and the prior Operating Agreement shall be of no further force or effect from and after the date hereof, except to the extent expressly provided therein or in the A&R Operating Agreement.

Section 5.2 — Officers and Managers.

Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, all officers, managers, managing members, authorized signatories, and other authorized persons of the Company previously appointed by Assignor are hereby removed from their respective positions with the Company, and all authority previously granted to such persons by or on behalf of Assignor is hereby revoked. Assignee shall, promptly upon the effectiveness of this Assignment, appoint new officers, managers, and authorized persons of the Company in accordance with the A&R Operating Agreement and shall cause any necessary filings to be made with the Delaware Secretary of State and any other applicable governmental authority to reflect such changes. The Parties acknowledge that Assignor and its affiliates shall have no further authority to act on behalf of the Company, to execute any documents or instruments on behalf of the Company, or to otherwise bind the Company in any manner from and after the date hereof.

Section 5.3 — Tax Treatment.

The Parties intend that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal income tax purposes as the acquisition of a one hundred percent (100%) ownership interest in the Company by Assignee, in a manner consistent with the Purchase Price Allocation set forth in Exhibit K to the Purchase Agreement and the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Each Party shall (a) file IRS Form 8594 (Asset Acquisition Statement Under Section 1060) and all other federal, state, and local tax returns and reports consistently with the Purchase Price Allocation set forth in Exhibit K to the Purchase Agreement, (b) not take any position on any tax return, amendment, refund claim, or in any tax proceeding that is inconsistent with such allocation, unless required to do so by a final determination (as defined in Section 1313 of the Code) of the applicable taxing authority, and (c) cooperate with the other Party in connection with the preparation and filing of IRS Form 8594 and any amendments thereto. The Parties further acknowledge that the transfer of one hundred percent (100%) of the Membership Interests in the Company may be treated as a transfer of the underlying assets of the Company for federal income tax purposes in accordance with Revenue Ruling 99-5 and applicable Treasury Regulations.

Section 5.4 — EIN and Tax Identification.

The Employer Identification Number (EIN) of the Company is [__]. The Company shall retain its existing EIN following the transfer of the Membership Interests contemplated by this Assignment, and no new EIN application shall be filed with the Internal Revenue Service in connection with such transfer, unless otherwise required by applicable law or IRS regulations.

ARTICLE 6 — ASSUMED INDEBTEDNESS

Section 6.1 — Mortgage Indebtedness.

To the extent the Property owned by the Company is encumbered by mortgage indebtedness that is being assumed by Assignee (or its applicable affiliate) pursuant to the Purchase Agreement, the applicable Assumption Agreement and Replacement Guaranty delivered at Closing shall govern the rights and obligations of the Parties with respect to such indebtedness from and after the Closing Date. In connection with the assumption of the mortgage indebtedness, Assignee (Fairwater Real Estate Investment Trust) has delivered Replacement Carve-Out Guaranties in favor of each applicable lender, replacing Assignor (and any affiliates of Assignor that previously served as guarantor) as the carve-out guarantor under the applicable loan documents. Each such Replacement Carve-Out Guaranty contains, among other terms, a minimum tangible net worth covenant of not less than Five Hundred Million Dollars ($500,000,000) and a minimum liquid assets covenant of not less than Fifty Million Dollars ($50,000,000), in each case as measured in accordance with the definitions and methodology set forth in the applicable loan documents.

The Parties acknowledge and confirm that lender consents have been obtained from the applicable lender(s) for the change of control of the Company resulting from the transfer of the Membership Interests, and that all consent fees, assumption fees, legal fees, and other costs required in connection with the obtaining of such consents have been paid in accordance with the Purchase Agreement, with fifty percent (50%) of such fees and costs borne by Assignor and fifty percent (50%) borne by Assignee.

Section 6.2 — No Other Indebtedness.

Other than the assumed mortgage indebtedness described in Section 6.1 of this Assignment, Assignor represents and warrants that, as of the Closing Date, the Company has no outstanding indebtedness for borrowed money, no outstanding guaranties of the obligations of any other person or entity, and no other material liabilities or obligations that constitute indebtedness, whether or not reflected on the books and records of the Company, except for trade payables and accrued expenses incurred in the ordinary course of business of the Company that have been properly reflected in the Closing Proration Statement.

ARTICLE 7 — INDEMNIFICATION

Section 7.1 — Incorporation by Reference.

The indemnification provisions set forth in Article [__] of the Purchase Agreement are hereby incorporated herein by this reference and shall govern any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of, related to, or in connection with this Assignment, the Membership Interests, the Company, or the Property, to the same extent and with the same force and effect as if fully set forth herein. For the avoidance of doubt, the following shall be available for claims in accordance with the terms of the Purchase Agreement, the applicable escrow agreement, and the applicable insurance policy:

(a) The indemnification escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held with Commonwealth National Title Insurance Company, as escrow agent, pursuant to that certain Indemnification Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"), which escrow amount shall serve as a source of recovery for Assignee's indemnification claims in accordance with the terms and conditions of the Escrow Agreement and the Purchase Agreement; and

(b) The representations and warranties insurance policy (Policy No. SPE-2024-07182) issued by Sentinel Specialty Insurance Company in favor of Assignee, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million Dollars ($11,000,000), providing coverage for losses arising from breaches of Assignor's representations and warranties in the Purchase Agreement, subject to the terms, conditions, exclusions, and limitations set forth in such policy (the "R&W Policy").

Section 7.2 — Limitations.

All limitations, qualifications, caps, baskets, thresholds, exclusions, and other restrictions on Assignor's indemnification liability set forth in the Purchase Agreement shall apply in full to this Assignment as if set forth herein, including without limitation:

(a) The general representation cap of Fifty-Five Million Dollars ($55,000,000);

(b) The fundamental representation cap of One Hundred Ten Million Dollars ($110,000,000);

(c) The tipping basket of Five Million Five Hundred Thousand Dollars ($5,500,000), pursuant to which Assignor's indemnification obligations shall not be triggered unless and until the aggregate amount of all indemnifiable losses exceeds such threshold, at which point Assignor shall be liable from dollar one;

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

(e) All other limitations and qualifications set forth in the Purchase Agreement, including without limitation the exclusive remedies provision, the anti-duplication provision, and the limitations on consequential, speculative, and punitive damages.

ARTICLE 8 — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision of Section [__] of the Purchase Agreement. The Parties hereby consent and submit 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 resolution of any disputes arising out of or relating to this Assignment, and each Party hereby waives any objection to venue or personal jurisdiction in such courts.

Section 8.2 — Entire Agreement.

This Assignment, together with the Purchase Agreement (including all exhibits, schedules, and annexes thereto), the A&R Operating Agreement, and the other Closing documents delivered pursuant to the Purchase Agreement (including without limitation the Assumption Agreements, Replacement Guaranties, Closing Certificates, Escrow Agreement, and Transfer Tax Declarations), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, with respect to such subject matter. No Party shall be bound by any term or condition other than as expressly set forth or referred to in this Assignment and the Purchase Agreement.

Section 8.3 — Amendments and Waivers.

This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment or any right or remedy hereunder shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.4 — Binding Effect; Successors and Assigns.

This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign or transfer this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by the Purchase Agreement.

Section 8.5 — Counterparts.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including by portable document format (PDF) transmission, facsimile, or other electronic signature technology (including Brightwater Software or similar platforms), shall be deemed original signatures for all purposes and shall be sufficient to bind the Party delivering such signature.

Section 8.6 — Further Assurances.

Each Party agrees, at the request of the other Party and without additional consideration, to execute and deliver such further instruments, documents, certificates, and agreements and to take such further actions as may be reasonably necessary or desirable to carry out, evidence, and effectuate the purposes and intent of this Assignment, including without limitation the filing of any certificates of amendment, certificates of correction, statements of change, foreign qualification applications or updates, annual reports, or UCC-3 termination statements with the Delaware Secretary of State or any other applicable governmental authority, and the execution and delivery of any affidavits, transfer tax returns, or other documents required by any recording office, title company, or governmental authority in connection with the transfer of the Membership Interests.

Section 8.7 — Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section [__] of the Purchase Agreement. For purposes of this Assignment, the addresses of the Parties for notice purposes are as follows:

If to Assignor:

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

Attention: Victor Lansdell, Co-Founder & Managing Partner

With a copy 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.

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, Esq.

Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 8.7.

Section 8.8 — Severability.

If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Assignment and the application of such provision to other persons, entities, or circumstances shall not be affected thereby, and each remaining provision of this Assignment shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend this Assignment to give effect to the original intent of the Parties to the greatest extent possible.

Section 8.9 — Construction.

In the event of any conflict, inconsistency, or ambiguity between the terms and conditions of this Assignment and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall control and prevail. This Assignment shall be construed and interpreted in accordance with the rules of construction set forth in the Purchase Agreement, including without limitation the provisions regarding the use of defined terms, the interpretation of headings, the use of the terms "include" and "including," and the principles regarding the drafting and interpretation of the Purchase Agreement.

Section 8.10 — Third-Party Beneficiaries.

Except as expressly set forth in this Section 8.10, this Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim under or by reason of this Assignment. Notwithstanding the foregoing, the applicable mortgage lender(s) identified in Schedule B hereto (including Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and/or Sycamore Life Insurance Company, as applicable to this Company) shall be express third-party beneficiaries of Section 6.1 of this Assignment, but solely to the extent of their respective interests in the assumed mortgage indebtedness, and solely with respect to the obligations of Assignee set forth in Section 6.1.

[Signature Pages Follow]

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

ASSIGNOR:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: [__], 2024

ASSIGNEE:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: [__], 2024

SCHEDULE A TO ASSIGNMENT

SCHEDULE B TO ASSIGNMENT

ASSUMED LOAN SUMMARY

(For Reference Purposes Only — The terms and conditions of the assumed indebtedness are governed by the applicable loan documents and Assumption Agreements delivered at Closing)

The following table summarizes the three loan facilities being assumed in connection with the transactions contemplated by the Purchase Agreement and identifies the Target Entity Companies that serve as borrowers under each facility:

Loan Facility 1 — Pinnacle Federal Bank, N.A.

Loan Facility 2 — Veltrano Capital Lending Corp.

Loan Facility 3 — Sycamore Life Insurance Company

Summary of Total Assumed Indebtedness

Note: Lender consents were received from Veltrano Capital Lending Corp. on May 17, 2024, Sycamore Life Insurance Company on May 22, 2024, and Pinnacle Federal Bank, N.A. on June 4, 2024. Replacement Carve-Out Guaranties and Assumption Agreements were executed and delivered by Assignee (Fairwater Real Estate Investment Trust) at Closing in connection with each loan facility. Consent fees and assumption fees were split equally (50%/50%) between Assignor and Assignee in accordance with the terms of the Purchase Agreement.

No.	Company Name	State of Organization	EIN	Property Name	Property Address	Property Type	RSF	Applicable Loan(s)	Allocated Purchase Price
1	GMP Fairfield I LLC	Delaware	84-2310561	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	412,000	Loan 1-A (Pinnacle Federal Bank, N.A.)	$[__]
2	GMP Fairfield II LLC	Delaware	84-2310578	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	387,000	Loan 1-B (Pinnacle Federal Bank, N.A.)	$[__]
3	GMP Westlake LLC	Delaware	84-2415693	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	Logistics	624,000	Loan 1-C (Pinnacle Federal Bank, N.A.)	$[__]
4	GMP Katy LLC	Delaware	84-2415710	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77450	Logistics	538,000	Loan 1-D (Pinnacle Federal Bank, N.A.)	$[__]
5	GMP Alliance LLC	Delaware	84-2415728	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	Logistics	485,000	Loan 1-E (Pinnacle Federal Bank, N.A.)	$[__]
6	GMP Lakeland LLC	Delaware	84-2527834	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	Logistics	372,000	Loan 1-F (Pinnacle Federal Bank, N.A.)	$[__]
7	GMP Southport LLC	Delaware	84-2527849	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	Logistics	410,000	Loan 1-G (Pinnacle Federal Bank, N.A.)	$[__]
8	GMP Murfreesboro LLC	Delaware	84-2527856	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	Logistics	502,000	Loan 1-H (Pinnacle Federal Bank, N.A.)	$[__]
9	GMP Buckhead LLC	Delaware	84-2639901	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	Office	285,000	Loan 2-A (Veltrano Capital Lending Corp.)	$[__]
10	GMP SouthPark LLC	Delaware	84-2639918	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	Office	218,000	Loan 2-B (Veltrano Capital Lending Corp.)	$[__]
11	GMP Cool Springs LLC	Delaware	84-2639925	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	Office	196,000	Loan 2-C (Veltrano Capital Lending Corp.)	$[__]
12	GMP Brickell LLC	Delaware	84-2639932	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	Office	152,000	Loan 2-D (Veltrano Capital Lending Corp.)	$[__]
13	GMP Peachtree LLC	Delaware	84-2741063	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092	Logistics	345,000	Loan 3-A (Sycamore Life Insurance Company)	$[__]
14	GMP Mount Juliet LLC	Delaware	84-2741070	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	Logistics	298,000	Loan 3-B (Sycamore Life Insurance Company)	$[__]
Item	Detail
Lender	Pinnacle Federal Bank, N.A.
Loan Agreement	Master Loan Agreement dated September 15, 2020
Loan Tranches	Loans 1-A through 1-H
Outstanding Principal Balance	$421,600,000
Interest Rate	4.22% fixed
Maturity Date	July 1, 2028
Number of Borrower Entities	8 Companies
Borrower Entities	GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC
Lender Consent Date	June 4, 2024

Item	Detail
Lender	Veltrano Capital Lending Corp.
Loan Agreement	Loan Agreement dated February 1, 2021
Loan Tranches	Loans 2-A through 2-D
Outstanding Principal Balance	$142,300,000
Interest Rate	4.68% fixed
Maturity Date	March 1, 2029
Number of Borrower Entities	4 Companies
Borrower Entities	GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC
Lender Consent Date	May 17, 2024
Item	Detail
Lender	Sycamore Life Insurance Company
Loan Agreement	Note Purchase Agreement dated November 22, 2019
Loan Tranches	Loans 3-A and 3-B
Outstanding Principal Balance	$48,100,000
Interest Rate	3.95% fixed
Maturity Date	December 1, 2030
Number of Borrower Entities	2 Companies
Borrower Entities	GMP Peachtree LLC, GMP Mount Juliet LLC
Lender Consent Date	May 22, 2024
Loan Facility	Lender	Outstanding Principal Balance
Facility 1 (Loans 1-A through 1-H)	Pinnacle Federal Bank, N.A.	$421,600,000
Facility 2 (Loans 2-A through 2-D)	Veltrano Capital Lending Corp.	$142,300,000
Facility 3 (Loans 3-A and 3-B)	Sycamore Life Insurance Company	$48,100,000
Total Assumed Debt	$612,000,000

EXHIBIT B
FORM OF ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
Exhibit B to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "Assignor"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Assignee")
[Form — to be completed and executed separately for each Target Entity at Closing]
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of [__], 2024 (the "Effective Date"), by and between:
ASSIGNOR:
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, with its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company ("Assignor");
and
ASSIGNEE:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 ("Assignee").
Assignor and Assignee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Assignor is the owner of one hundred percent (100%) of the membership interests (the "Membership Interests") in [___] LLC, a Delaware limited liability company (the "Company"), which is a single-purpose entity that owns certain real property commonly known as [Property Name], located at [Property Address], [City], [State] (the "Property");
B. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024, the "Purchase Agreement"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of the Target Entities (as defined in the Purchase Agreement), including the Company;
C. The Purchase Agreement provides for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) for the Membership Interests in all fourteen (14) Target Entities, of which Six Hundred Twelve Million Dollars ($612,000,000) constitutes assumed mortgage indebtedness and Four Hundred Eighty-Eight Million Dollars ($488,000,000) constitutes cash consideration (subject to adjustment as provided in the Purchase Agreement, including the PCA Credit and prorations set forth therein);
D. The Company's organizational documents consist of that certain Operating Agreement of [___] LLC dated [__] (the "Operating Agreement"), which governs the rights, obligations, and interests of the members of the Company;
E. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement; and
F. The Parties desire to consummate the transfer and assignment of the Membership Interests and the assumption of obligations in connection therewith, all as contemplated by and in accordance with the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consideration described in Section 1.3 hereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:
ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS
Section 1.1 — Assignment.
Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal, rights of first offer, preemptive rights, and restrictions of any kind or nature whatsoever, other than (a) those imposed by applicable federal and state securities laws, and (b) those set forth in the Operating Agreement (as amended and restated as of the date hereof pursuant to Section 5.1 of this Assignment). Such assignment includes, without limitation, all of Assignor's right, title, and interest in and to all economic interests, voting rights, management rights, information rights, consent rights, and all other rights and privileges appurtenant to or arising from the Membership Interests. Effective as of the date hereof, Assignee shall be the sole member of the Company, and Assignor shall have no further right, title, or interest in or to the Membership Interests or the Company, except as expressly provided in the Purchase Agreement.
Section 1.2 — Allocated Purchase Price.
The portion of the Purchase Price (as defined in the Purchase Agreement) allocated to the Membership Interests in the Company is $[__], as set forth in the Purchase Price Allocation Schedule attached to the Purchase Agreement as Exhibit K (the "Allocated Purchase Price"). The Parties acknowledge and agree that such allocation was determined based on independent appraised values prepared by Stonebridge Valuation Advisors, LLC, as of November 15, 2023, as updated through April 30, 2024, and that such allocation was reviewed and agreed upon by both Assignor and Assignee as a condition to Closing. The Parties shall report the Allocated Purchase Price in a manner consistent with the provisions of Section 5.3 of this Assignment and the Purchase Agreement.
Section 1.3 — Consideration.
The consideration for the assignment of the Membership Interests as contemplated herein consists of: (a) Assignee's proportionate share of the aggregate cash consideration paid at Closing in accordance with the Purchase Agreement, (b) Assignee's assumption of Assignor's obligations with respect to the assumed mortgage indebtedness secured by the Property (to the extent applicable to this Company, as more particularly described in Article 6 of this Assignment), and (c) the other good and valuable consideration described in the Purchase Agreement, including without limitation the assumption of obligations as set forth in Article 2 hereof. Assignor hereby acknowledges receipt of the foregoing consideration and confirms that such consideration is adequate and sufficient for the assignment of the Membership Interests contemplated herein.
ARTICLE 2 — ASSUMPTION OF OBLIGATIONS
Section 2.1 — Assumption by Assignee.
Assignee hereby accepts the assignment of the Membership Interests described in Article 1 of this Assignment and, in connection therewith, hereby assumes and agrees to perform, discharge, fulfill, and be bound by all obligations and liabilities of the sole member of the Company arising from and after the Closing Date, including without limitation:
(a) All obligations and duties of the sole member of the Company under the Operating Agreement (as amended and restated as of the date hereof pursuant to Section 5.1 of this Assignment), including without limitation all capital contribution obligations, distribution obligations, and governance obligations set forth therein;
(b) All obligations and responsibilities of the sole member of the Company with respect to the ownership, operation, management, maintenance, and disposition of the Property, including without limitation all obligations arising under applicable federal, state, and local law with respect to the Property;
(c) All obligations of the Company under the leases, subleases, license agreements, service contracts, property management agreements, brokerage agreements, maintenance contracts, and other agreements to which the Company is a party, in each case to the extent arising from and after the Closing Date, including without limitation the obligation to perform all landlord obligations under any tenant leases affecting the Property;
(d) All obligations of the Company under the loan documents to which the Company is a party as borrower, including without limitation the applicable promissory notes, deeds of trust, mortgage instruments, assignment of leases and rents, environmental indemnity agreements, and related agreements, in each case as assumed by Assignee (or its applicable affiliate) pursuant to the applicable Assumption Agreement(s) and Replacement Guaranty(ies) delivered at Closing in connection with the assumed mortgage indebtedness; and
(e) All obligations of the Company with respect to tenant security deposits held by the Company as of the Closing Date, including the obligation to hold, apply, refund, and account for such security deposits in accordance with the applicable tenant leases and applicable law. The aggregate tenant security deposits held across all fourteen (14) Target Entities as of the Closing Date are Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000), of which the specific amount attributable to this Company is as set forth in the Closing Proration Statement delivered at Closing.
The foregoing assumption of obligations is in addition to, and not in limitation of, any other obligations assumed by Assignee pursuant to the Purchase Agreement or any other Closing document delivered in connection therewith.
Section 2.2 — Retained Obligations of Assignor.
Notwithstanding Section 2.1, Assignor shall retain liability for all obligations and liabilities of the sole member of the Company arising prior to the Closing Date, except as otherwise expressly provided in the Purchase Agreement (including, without limitation, the proration and working-capital true-up provisions of Article [__] of the Purchase Agreement and Exhibit U thereto, pursuant to which certain pre-Closing obligations may be apportioned between the Parties). Assignor's retained obligations are subject to, and limited by, the indemnification provisions, caps, baskets, and survival periods set forth in the Purchase Agreement, including the following:
(i) General Representation Survival Period: eighteen (18) months from the Closing Date;
(ii) Tax Representation Survival Period: thirty-six (36) months from the Closing Date;
(iii) General Representation Cap: Fifty-Five Million Dollars ($55,000,000);
(iv) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000);
(v) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (aggregate losses must exceed this threshold before Assignor's indemnification obligations are triggered, at which point Assignor shall be liable from dollar one); and
(vi) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) (individual claims below this threshold shall not count toward the tipping basket).
For the avoidance of doubt, nothing in this Section 2.2 shall be deemed to expand or limit the obligations, liabilities, or indemnification rights of either Party beyond those expressly set forth in the Purchase Agreement.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and warranties to Assignee as of the date hereof:
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, is the sole general partner of Assignor and has full power and authority to act on behalf of Assignor in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary action on the part of Assignor and its general partner, including any required approvals of the limited partners of Assignor under the limited partnership agreement of Assignor. No further action, approval, or authorization is required on the part of Assignor or its general partner to make this Assignment valid, binding, and enforceable against Assignor in accordance with its terms.
Section 3.2 — Ownership of Membership Interests.
Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests constitute all of the issued and outstanding membership interests in the Company, and there are no other membership interests, equity interests, or securities of any kind in the Company outstanding or reserved for issuance. The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, mortgages, hypothecations, options, rights of first refusal, rights of first offer, preemptive rights, calls, puts, subscription rights, conversion rights, exchange rights, restrictions on transfer, and adverse claims of any kind or nature whatsoever, except for:
(a) restrictions imposed by applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(b) restrictions on transfer and other provisions set forth in the Operating Agreement (which restrictions have been complied with or waived in connection with the transactions contemplated hereby); and
(c) any liens or encumbrances that will be released at or prior to Closing, including without limitation UCC-1 financing statements filed by any secured party with respect to the Membership Interests or the assets of the Company, which shall be terminated by the filing of UCC-3 termination statements contemporaneously with or prior to the Closing.
Section 3.3 — No Conflicts.
The execution and delivery of this Assignment by Assignor and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignor (including the certificate of limited partnership and limited partnership agreement of Assignor) or the organizational documents of the Company (including the certificate of formation and Operating Agreement of the Company), (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any agreement, contract, lease, license, instrument, note, mortgage, deed of trust, indenture, or other arrangement to which Assignor or the Company is a party or by which any of their respective properties or assets are bound (including, after giving effect to the lender consents obtained from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company, as applicable, in connection with the transactions contemplated by the Purchase Agreement), or (c) violate or conflict with any applicable law, rule, regulation, order, judgment, decree, injunction, permit, license, or governmental authorization applicable to Assignor or the Company.
Section 3.4 — Consents.
All required consents, approvals, authorizations, permits, filings, registrations, and notices for the assignment of the Membership Interests as contemplated hereby have been obtained, made, or given, as applicable, including without limitation:
(a) Lender consent(s) from the applicable mortgage lender(s) to the change of control of the Company resulting from the transfer of the Membership Interests, as required under the applicable loan documents (including the consents from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and/or Sycamore Life Insurance Company, as applicable to this Company);
(b) Any required partner or member approvals under Assignor's organizational documents, including the approval of the limited partners of Assignor to the extent required under the limited partnership agreement of Assignor; and
(c) Any governmental filings, approvals, or authorizations required in connection with the transfer of the Membership Interests, including without limitation any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (to the extent applicable), and any state-level transfer tax filings or notifications.
Section 3.5 — Bring-Down.
The representations and warranties of Assignor set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to the Company, the Membership Interests, the Property, and the other matters described therein) are true and correct in all material respects as of the date hereof, as if made on and as of the date hereof, except to the extent that such representations and warranties expressly speak as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. The foregoing is confirmed by Assignor's Closing Certificate delivered to Assignee contemporaneously herewith in accordance with the closing conditions set forth in the Purchase Agreement.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and warranties to Assignor as of the date hereof:
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 under its Declaration of Trust and Bylaws, as amended, and under applicable Maryland law, to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including approval by its Board of Trustees, and no further corporate, trust, or other organizational action is required on the part of Assignee to make this Assignment valid, binding, and enforceable against Assignee in accordance with its terms.
Section 4.2 — No Conflicts.
The execution and delivery of this Assignment by Assignee and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of the organizational documents of Assignee (including the Declaration of Trust and Bylaws of Assignee), or (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any agreement, contract, instrument, or other arrangement to which Assignee is a party or by which any of its properties or assets are bound, including without limitation Assignee's Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A., as administrative agent, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time).
Section 4.3 — Bring-Down.
The representations and warranties of Assignee set forth in the Purchase Agreement (including, without limitation, the representations and warranties set forth in Article [__] of the Purchase Agreement with respect to Assignee's authority, financial capacity, and other matters described therein) are true and correct in all material respects as of the date hereof, as if made on and as of the date hereof, except to the extent that such representations and warranties expressly speak as of a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. The foregoing is confirmed by Assignee's Closing Certificate delivered to Assignor contemporaneously herewith in accordance with the closing conditions set forth in the Purchase Agreement.
ARTICLE 5 — COMPANY MATTERS
Section 5.1 — Amended and Restated Operating Agreement.
Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, the Operating Agreement of the Company is hereby amended and restated in its entirety pursuant to that certain Amended and Restated Operating Agreement of [___] LLC dated as of the date hereof (the "A&R Operating Agreement"), a copy of which is attached hereto as Annex I and incorporated herein by this reference. The A&R Operating Agreement reflects Assignee as the sole member of the Company and sets forth the governance, capitalization, distribution, and dissolution provisions applicable to the Company from and after the date hereof. The A&R Operating Agreement replaces and supersedes the prior Operating Agreement in its entirety, and the prior Operating Agreement shall be of no further force or effect from and after the date hereof, except to the extent expressly provided therein or in the A&R Operating Agreement.
Section 5.2 — Officers and Managers.
Effective as of the date hereof and simultaneously with the assignment of the Membership Interests pursuant to Article 1 hereof, all officers, managers, managing members, authorized signatories, and other authorized persons of the Company previously appointed by Assignor are hereby removed from their respective positions with the Company, and all authority previously granted to such persons by or on behalf of Assignor is hereby revoked. Assignee shall, promptly upon the effectiveness of this Assignment, appoint new officers, managers, and authorized persons of the Company in accordance with the A&R Operating Agreement and shall cause any necessary filings to be made with the Delaware Secretary of State and any other applicable governmental authority to reflect such changes. The Parties acknowledge that Assignor and its affiliates shall have no further authority to act on behalf of the Company, to execute any documents or instruments on behalf of the Company, or to otherwise bind the Company in any manner from and after the date hereof.
Section 5.3 — Tax Treatment.
The Parties intend that the assignment of the Membership Interests contemplated by this Assignment shall be treated for federal income tax purposes as the acquisition of a one hundred percent (100%) ownership interest in the Company by Assignee, in a manner consistent with the Purchase Price Allocation set forth in Exhibit K to the Purchase Agreement and the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Each Party shall (a) file IRS Form 8594 (Asset Acquisition Statement Under Section 1060) and all other federal, state, and local tax returns and reports consistently with the Purchase Price Allocation set forth in Exhibit K to the Purchase Agreement, (b) not take any position on any tax return, amendment, refund claim, or in any tax proceeding that is inconsistent with such allocation, unless required to do so by a final determination (as defined in Section 1313 of the Code) of the applicable taxing authority, and (c) cooperate with the other Party in connection with the preparation and filing of IRS Form 8594 and any amendments thereto. The Parties further acknowledge that the transfer of one hundred percent (100%) of the Membership Interests in the Company may be treated as a transfer of the underlying assets of the Company for federal income tax purposes in accordance with Revenue Ruling 99-5 and applicable Treasury Regulations.
Section 5.4 — EIN and Tax Identification.
The Employer Identification Number (EIN) of the Company is [__]. The Company shall retain its existing EIN following the transfer of the Membership Interests contemplated by this Assignment, and no new EIN application shall be filed with the Internal Revenue Service in connection with such transfer, unless otherwise required by applicable law or IRS regulations.
ARTICLE 6 — ASSUMED INDEBTEDNESS
Section 6.1 — Mortgage Indebtedness.
To the extent the Property owned by the Company is encumbered by mortgage indebtedness that is being assumed by Assignee (or its applicable affiliate) pursuant to the Purchase Agreement, the applicable Assumption Agreement and Replacement Guaranty delivered at Closing shall govern the rights and obligations of the Parties with respect to such indebtedness from and after the Closing Date. In connection with the assumption of the mortgage indebtedness, Assignee (Fairwater Real Estate Investment Trust) has delivered Replacement Carve-Out Guaranties in favor of each applicable lender, replacing Assignor (and any affiliates of Assignor that previously served as guarantor) as the carve-out guarantor under the applicable loan documents. Each such Replacement Carve-Out Guaranty contains, among other terms, a minimum tangible net worth covenant of not less than Five Hundred Million Dollars ($500,000,000) and a minimum liquid assets covenant of not less than Fifty Million Dollars ($50,000,000), in each case as measured in accordance with the definitions and methodology set forth in the applicable loan documents.
The Parties acknowledge and confirm that lender consents have been obtained from the applicable lender(s) for the change of control of the Company resulting from the transfer of the Membership Interests, and that all consent fees, assumption fees, legal fees, and other costs required in connection with the obtaining of such consents have been paid in accordance with the Purchase Agreement, with fifty percent (50%) of such fees and costs borne by Assignor and fifty percent (50%) borne by Assignee.
Section 6.2 — No Other Indebtedness.
Other than the assumed mortgage indebtedness described in Section 6.1 of this Assignment, Assignor represents and warrants that, as of the Closing Date, the Company has no outstanding indebtedness for borrowed money, no outstanding guaranties of the obligations of any other person or entity, and no other material liabilities or obligations that constitute indebtedness, whether or not reflected on the books and records of the Company, except for trade payables and accrued expenses incurred in the ordinary course of business of the Company that have been properly reflected in the Closing Proration Statement.
ARTICLE 7 — INDEMNIFICATION
Section 7.1 — Incorporation by Reference.
The indemnification provisions set forth in Article [__] of the Purchase Agreement are hereby incorporated herein by this reference and shall govern any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of, related to, or in connection with this Assignment, the Membership Interests, the Company, or the Property, to the same extent and with the same force and effect as if fully set forth herein. For the avoidance of doubt, the following shall be available for claims in accordance with the terms of the Purchase Agreement, the applicable escrow agreement, and the applicable insurance policy:
(a) The indemnification escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held with Commonwealth National Title Insurance Company, as escrow agent, pursuant to that certain Indemnification Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"), which escrow amount shall serve as a source of recovery for Assignee's indemnification claims in accordance with the terms and conditions of the Escrow Agreement and the Purchase Agreement; and
(b) The representations and warranties insurance policy (Policy No. SPE-2024-07182) issued by Sentinel Specialty Insurance Company in favor of Assignee, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and a retention (self-insured amount) of Eleven Million Dollars ($11,000,000), providing coverage for losses arising from breaches of Assignor's representations and warranties in the Purchase Agreement, subject to the terms, conditions, exclusions, and limitations set forth in such policy (the "R&W Policy").
Section 7.2 — Limitations.
All limitations, qualifications, caps, baskets, thresholds, exclusions, and other restrictions on Assignor's indemnification liability set forth in the Purchase Agreement shall apply in full to this Assignment as if set forth herein, including without limitation:
(a) The general representation cap of Fifty-Five Million Dollars ($55,000,000);
(b) The fundamental representation cap of One Hundred Ten Million Dollars ($110,000,000);
(c) The tipping basket of Five Million Five Hundred Thousand Dollars ($5,500,000), pursuant to which Assignor's indemnification obligations shall not be triggered unless and until the aggregate amount of all indemnifiable losses exceeds such threshold, at which point Assignor shall be liable from dollar one;
(d) The de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, pursuant to which individual claims below such threshold shall not count toward the tipping basket; and
(e) All other limitations and qualifications set forth in the Purchase Agreement, including without limitation the exclusive remedies provision, the anti-duplication provision, and the limitations on consequential, speculative, and punitive damages.
ARTICLE 8 — MISCELLANEOUS PROVISIONS
Section 8.1 — Governing Law.
This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision of Section [__] of the Purchase Agreement. The Parties hereby consent and submit 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 resolution of any disputes arising out of or relating to this Assignment, and each Party hereby waives any objection to venue or personal jurisdiction in such courts.
Section 8.2 — Entire Agreement.
This Assignment, together with the Purchase Agreement (including all exhibits, schedules, and annexes thereto), the A&R Operating Agreement, and the other Closing documents delivered pursuant to the Purchase Agreement (including without limitation the Assumption Agreements, Replacement Guaranties, Closing Certificates, Escrow Agreement, and Transfer Tax Declarations), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, with respect to such subject matter. No Party shall be bound by any term or condition other than as expressly set forth or referred to in this Assignment and the Purchase Agreement.
Section 8.3 — Amendments and Waivers.
This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment or any right or remedy hereunder shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 8.4 — Binding Effect; Successors and Assigns.
This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign or transfer this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by the Purchase Agreement.
Section 8.5 — Counterparts.
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including by portable document format (PDF) transmission, facsimile, or other electronic signature technology (including Brightwater Software or similar platforms), shall be deemed original signatures for all purposes and shall be sufficient to bind the Party delivering such signature.
Section 8.6 — Further Assurances.
Each Party agrees, at the request of the other Party and without additional consideration, to execute and deliver such further instruments, documents, certificates, and agreements and to take such further actions as may be reasonably necessary or desirable to carry out, evidence, and effectuate the purposes and intent of this Assignment, including without limitation the filing of any certificates of amendment, certificates of correction, statements of change, foreign qualification applications or updates, annual reports, or UCC-3 termination statements with the Delaware Secretary of State or any other applicable governmental authority, and the execution and delivery of any affidavits, transfer tax returns, or other documents required by any recording office, title company, or governmental authority in connection with the transfer of the Membership Interests.
Section 8.7 — Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section [__] of the Purchase Agreement. For purposes of this Assignment, the addresses of the Parties for notice purposes are as follows:
If to Assignor:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
With a copy 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.
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, Esq.
Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 8.7.
Section 8.8 — Severability.
If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Assignment and the application of such provision to other persons, entities, or circumstances shall not be affected thereby, and each remaining provision of this Assignment shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend this Assignment to give effect to the original intent of the Parties to the greatest extent possible.
Section 8.9 — Construction.
In the event of any conflict, inconsistency, or ambiguity between the terms and conditions of this Assignment and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall control and prevail. This Assignment shall be construed and interpreted in accordance with the rules of construction set forth in the Purchase Agreement, including without limitation the provisions regarding the use of defined terms, the interpretation of headings, the use of the terms "include" and "including," and the principles regarding the drafting and interpretation of the Purchase Agreement.
Section 8.10 — Third-Party Beneficiaries.
Except as expressly set forth in this Section 8.10, this Assignment is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim under or by reason of this Assignment. Notwithstanding the foregoing, the applicable mortgage lender(s) identified in Schedule B hereto (including Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and/or Sycamore Life Insurance Company, as applicable to this Company) shall be express third-party beneficiaries of Section 6.1 of this Assignment, but solely to the extent of their respective interests in the assumed mortgage indebtedness, and solely with respect to the obligations of Assignee set forth in Section 6.1.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: [__], 2024
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: [__], 2024
SCHEDULE A TO ASSIGNMENT
COMPANY INFORMATION
The following table sets forth the information for each of the fourteen (14) Target Entities referenced in the Purchase Agreement. This Assignment is being executed separately for the specific Company identified in the Recitals hereof; this Schedule A is provided for reference purposes and for consistency across all Assignments executed at Closing.
Total Portfolio RSF: 5,224,000 square feet
Aggregate Purchase Price: $1,100,000,000 (allocated per Exhibit K to Purchase Agreement)
Note: The Allocated Purchase Price for each Target Entity is set forth in Exhibit K to the Purchase Agreement and was determined based on independent appraised values prepared by Stonebridge Valuation Advisors, LLC.
SCHEDULE B TO ASSIGNMENT
ASSUMED LOAN SUMMARY
(For Reference Purposes Only — The terms and conditions of the assumed indebtedness are governed by the applicable loan documents and Assumption Agreements delivered at Closing)
The following table summarizes the three loan facilities being assumed in connection with the transactions contemplated by the Purchase Agreement and identifies the Target Entity Companies that serve as borrowers under each facility:
Loan Facility 1 — Pinnacle Federal Bank, N.A.
Loan Facility 2 — Veltrano Capital Lending Corp.
Loan Facility 3 — Sycamore Life Insurance Company
Summary of Total Assumed Indebtedness
Note: Lender consents were received from Veltrano Capital Lending Corp. on May 17, 2024, Sycamore Life Insurance Company on May 22, 2024, and Pinnacle Federal Bank, N.A. on June 4, 2024. Replacement Carve-Out Guaranties and Assumption Agreements were executed and delivered by Assignee (Fairwater Real Estate Investment Trust) at Closing in connection with each loan facility. Consent fees and assumption fees were split equally (50%/50%) between Assignor and Assignee in accordance with the terms of the Purchase Agreement.
No. | Company Name | State of Organization | EIN | Property Name | Property Address | Property Type | RSF | Applicable Loan(s) | Allocated Purchase Price
1 | GMP Fairfield I LLC | Delaware | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | 412,000 | Loan 1-A (Pinnacle Federal Bank, N.A.) | $[__]
2 | GMP Fairfield II LLC | Delaware | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | 387,000 | Loan 1-B (Pinnacle Federal Bank, N.A.) | $[__]
3 | GMP Westlake LLC | Delaware | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | Logistics | 624,000 | Loan 1-C (Pinnacle Federal Bank, N.A.) | $[__]
4 | GMP Katy LLC | Delaware | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77450 | Logistics | 538,000 | Loan 1-D (Pinnacle Federal Bank, N.A.) | $[__]
5 | GMP Alliance LLC | Delaware | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Logistics | 485,000 | Loan 1-E (Pinnacle Federal Bank, N.A.) | $[__]
6 | GMP Lakeland LLC | Delaware | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Logistics | 372,000 | Loan 1-F (Pinnacle Federal Bank, N.A.) | $[__]
7 | GMP Southport LLC | Delaware | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Logistics | 410,000 | Loan 1-G (Pinnacle Federal Bank, N.A.) | $[__]
8 | GMP Murfreesboro LLC | Delaware | 84-2527856 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | Logistics | 502,000 | Loan 1-H (Pinnacle Federal Bank, N.A.) | $[__]
9 | GMP Buckhead LLC | Delaware | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | Office | 285,000 | Loan 2-A (Veltrano Capital Lending Corp.) | $[__]
10 | GMP SouthPark LLC | Delaware | 84-2639918 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | Office | 218,000 | Loan 2-B (Veltrano Capital Lending Corp.) | $[__]
11 | GMP Cool Springs LLC | Delaware | 84-2639925 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | Office | 196,000 | Loan 2-C (Veltrano Capital Lending Corp.) | $[__]
12 | GMP Brickell LLC | Delaware | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Office | 152,000 | Loan 2-D (Veltrano Capital Lending Corp.) | $[__]
13 | GMP Peachtree LLC | Delaware | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092 | Logistics | 345,000 | Loan 3-A (Sycamore Life Insurance Company) | $[__]
14 | GMP Mount Juliet LLC | Delaware | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Logistics | 298,000 | Loan 3-B (Sycamore Life Insurance Company) | $[__]
Item | Detail
Lender | Pinnacle Federal Bank, N.A.
Loan Agreement | Master Loan Agreement dated September 15, 2020
Loan Tranches | Loans 1-A through 1-H
Outstanding Principal Balance | $421,600,000
Interest Rate | 4.22% fixed
Maturity Date | July 1, 2028
Number of Borrower Entities | 8 Companies
Borrower Entities | GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC
Lender Consent Date | June 4, 2024
Item | Detail
Lender | Veltrano Capital Lending Corp.
Loan Agreement | Loan Agreement dated February 1, 2021
Loan Tranches | Loans 2-A through 2-D
Outstanding Principal Balance | $142,300,000
Interest Rate | 4.68% fixed
Maturity Date | March 1, 2029
Number of Borrower Entities | 4 Companies
Borrower Entities | GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC
Lender Consent Date | May 17, 2024
Item | Detail
Lender | Sycamore Life Insurance Company
Loan Agreement | Note Purchase Agreement dated November 22, 2019
Loan Tranches | Loans 3-A and 3-B
Outstanding Principal Balance | $48,100,000
Interest Rate | 3.95% fixed
Maturity Date | December 1, 2030
Number of Borrower Entities | 2 Companies
Borrower Entities | GMP Peachtree LLC, GMP Mount Juliet LLC
Lender Consent Date | May 22, 2024
Loan Facility | Lender | Outstanding Principal Balance
Facility 1 (Loans 1-A through 1-H) | Pinnacle Federal Bank, N.A. | $421,600,000
Facility 2 (Loans 2-A through 2-D) | Veltrano Capital Lending Corp. | $142,300,000
Facility 3 (Loans 3-A and 3-B) | Sycamore Life Insurance Company | $48,100,000
Total Assumed Debt | $612,000,000

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

RECITALS

WHEREAS:

ASSIGNOR:

ASSIGNEE:

SCHEDULE A TO ASSIGNMENT

COMPANY INFORMATION

SCHEDULE B TO ASSIGNMENT

ASSUMED LOAN SUMMARY

Record

Parties

Dates

Amounts