Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time.

Section 1.2 "Agreement" means this Amended and Restated Limited Liability Company Operating Agreement, as it may be further amended, restated, supplemented, or otherwise modified from time to time.

Section 1.3 "Assumed Loans" means the mortgage loans encumbering the Property as more particularly described on Exhibit B hereto, including the obligations of the Company under Loan 1-A pursuant to the Master Loan Agreement dated September 15, 2020, as amended, with Pinnacle Federal Bank, N.A.

Section 1.4 "Capital Account" means the capital account maintained for the Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and the provisions of Article IV hereof.

Section 1.5 "Certificate of Formation" means the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware on March 12, 2020, as the same may be amended, restated, or supplemented from time to time.

Section 1.6 "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to specific sections of the Code shall include corresponding provisions of any successor statute.

Section 1.7 "Company" means GMP Fairfield I LLC, a Delaware limited liability company.

Section 1.8 "Effective Date" means June 6, 2024.

Section 1.9 "Fiscal Year" means the calendar year, or such other fiscal year as the Member may designate in accordance with applicable provisions of the Code and this Agreement.

Section 1.10 "Lender" means Pinnacle Federal Bank, N.A., a national banking association, its successors and assigns, as the lender under the Loan Documents.

Section 1.11 "Loan Documents" means the loan documents described on Exhibit B hereto, including the Master Loan Agreement dated September 15, 2020, as amended, and all promissory notes, mortgages, deeds of trust, security agreements, guaranties, environmental indemnity agreements, and other documents executed in connection therewith, as any of the foregoing may be amended, restated, supplemented, or otherwise modifie

Section 1.12 "Manager" means the Person designated as the manager of the Company pursuant to Article V hereof.

Section 1.13 "Member" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (EIN: 52-2198437), and any successor or permitted assignee admitted as a member of the Company in accordance with this Agreement.

Section 1.14 "Membership Interest" means 100% of the limited liability company interest in the Company, including the right to receive allocations of income, gain, loss, deduction, and credit of the Company, the right to receive distributions from the Company, and the right to participate in the management and affairs of the Company to the extent provided herein.

Section 1.15 "Person" means any individual, corporation, partnership, limited partnership, limited liability company, trust, estate, association, joint venture, governmental authority, or other entity of any kind or nature.

Section 1.16 "Prior Operating Agreement" means the Limited Liability Company Operating Agreement of the Company dated as of March 12, 2020, originally entered into by the Former Member, as amended and in effect immediately prior to the Effective Date.

Section 1.17 "Property" means the real property described on Exhibit A hereto, together with all buildings, improvements, structures, and fixtures located thereon, and all personal property, equipment, supplies, permits, licenses, entitlements, contract rights, and other tangible and intangible assets owned by the Company and related to such real property.

Section 1.18 "Property Manager" means Fairwater Property Management LLC, a Maryland limited liability company (EIN: 52-3847291), or such other property manager as the Member may designate from time to time; provided, however, that during the ninety (90)-day transition period following the Effective Date (through approximately September 4, 2024), Argyle Property Services LLC, a Georgia limited liability company, shall

Section 1.19 "REIT" means a real estate investment trust as defined in Sections 856 through 860 of the Code.

Section 1.20 "SPE Requirements" means the single-purpose entity requirements set forth in Section 7.1 of this Agreement.

Section 1.21 "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as such regulations may be amended from time to time (including corresponding provisions of any successor regulations).

Section 2.1 Formation. The Company was formed as a limited liability company pursuant to the Act by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware on March 12, 2020. The rights and obligations of the Member and the administration, dissolution, and termination of the Company shall be governed by this Agreement and the Act. To the extent that the provisions of this Agree

Section 2.2 Name. The name of the Company is GMP Fairfield I LLC. The Company may do business under such other name or names as the Member or Manager may determine from time to time, subject to compliance with applicable law, including the Act and the laws of any jurisdiction in which the Company is qualified to do business, and the Loan Documents. Any change in the name of the Company shall be effected by filing an

Section 2.3 Registered Office and Registered Agent. The registered office of the Company in the State of Delaware is at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company at such address is Pemberton Industries, or such other registered agent as the Member may designate from time to time. The Member may change the registered office or registered agent from time to time by filing the a

Section 2.4 Principal Office. The principal office of the Company shall be located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, which is the principal office of the Member, or at such other place or places as the Member may designate from time to time. The Company may maintain such other offices and places of business as the Member may from time to time determine.

Section 2.5 Foreign Qualification. The Company is, or promptly following the Effective Date shall be, qualified to do business as a foreign limited liability company in the State of Georgia, in which state the Property is located. The Member or Manager shall cause the Company to qualify to do business as a foreign limited liability company in any other jurisdiction where the nature of the Company's business or the ow

Section 2.6 Term. The Company shall have perpetual existence unless and until dissolved in accordance with Article IX of this Agreement or the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Company's Certificate of Formation as provided in the Act.

Section 2.7 Purpose and Powers. The purpose of the Company is limited to: (a) owning, holding, operating, managing, leasing, maintaining, improving, and disposing of the Property; (b) entering into and performing its obligations under the Loan Documents and any lease, service contract, management agreement, or other agreement related to the Property; (c) engaging in all activities necessary, incidental, or related to

Section 2.8 Employer Identification Number. The Employer Identification Number of the Company assigned by the Internal Revenue Service is 84-2310561.

Section 3.1 Sole Member. Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, is the sole member of the Company, holding 100% of the Membership Interest. The address of the Member for all purposes of this Agreement, including for the giving of notices, is as follows: Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044 Attention: David Elgin P

Section 3.2 Admission of the Member. The Member was admitted to the Company as the sole member effective as of June 6, 2024, upon the execution and delivery of the Assignment and Assumption of Membership Interests by the Former Member and the Member, and upon the receipt by the Company of evidence of the transfer of 100% of the membership interests in the Company from the Former Member to the Member. No additional me

Section 3.3 Liability of the Member. The Member shall not be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member of the Company, whether arising in contract, tort, or otherwise. The liability of the Member shall be limited to the fullest extent provided under Section 18-303 of the Act and other applicable law. Except as otherwise expressly provided in this Ag

Section 3.4 Authority of the Member. The Member shall have the full power and authority to take any and all actions on behalf of the Company that are not delegated to the Manager pursuant to Article V hereof, subject to any restrictions or limitations contained in the Loan Documents. Without limiting the generality of the foregoing, the following actions shall require the approval of the Member (which may be given or

ARTICLE IV — CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

Section 4.1 Initial Capital Contribution. The Member's initial capital contribution to the Company consists of the Membership Interest acquired from the Former Member pursuant to the PSA and the Assignment and Assumption of Membership Interests dated as of June 6, 2024. The value of the Member's initial capital contribution is deemed to be equal to the portion of the aggregate purchase price under the PSA (being $1,1

Section 4.2 Additional Capital Contributions. The Member may, but shall not be obligated to, make additional capital contributions to the Company from time to time as the Member, in its sole discretion, deems necessary or appropriate for the business and operations of the Company, including for the purpose of funding capital improvements to the Property, paying debt service under the Loan Documents, curing defaults,

Section 4.3 Capital Account. A single capital account shall be maintained for the Member in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv). The capital account of the Member shall be increased by the amount of any capital contributions made by the Member and by allocations to the Member of items of income and gain, and shall be decreased by the amount of any distributions made to the

Section 4.4 No Interest on Capital. No interest shall be paid on any capital contribution made by the Member or on any balance in the Member's capital account.

Section 4.5 Return of Capital. The Member shall not have the right to withdraw or demand the return of any capital contribution, except upon the dissolution and winding up of the Company in accordance with Article IX hereof. The Member shall look solely to the assets of the Company for the return of its capital contributions.

Section 5.1 Manager-Managed Company. The Company shall be manager-managed in accordance with Section 18-402 of the Act. The Member hereby designates Fairwater Real Estate Investment Trust as the initial Manager of the Company effective as of the Effective Date. The Member may appoint any Person, including itself, as Manager of the Company, and may remove and replace the Manager at any time in its sole and absolute di

Section 5.2 Authority of the Manager. Subject to the provisions of Section 3.4 hereof and the restrictions and covenants contained in the Loan Documents, the Manager shall have the full power and authority to manage the business and affairs of the Company on a day-to-day basis and to take all actions that the Manager deems necessary or appropriate in furtherance of the purposes of the Company, including, without limi

Section 5.3 Officers. The Manager may, from time to time, appoint one or more officers of the Company, who may be given the title of President, Vice President, Secretary, Treasurer, or such other titles as the Manager deems appropriate. Officers shall have such authority, functions, and duties as may be designated by the Manager from time to time, and shall serve at the pleasure of the Manager. Any officer may be rem

Section 5.4 Compensation. The Manager shall not receive any separate compensation for serving as Manager of the Company but shall be entitled to reimbursement from the Company for all reasonable out-of-pocket costs and expenses incurred by the Manager in connection with its management of the Company and the Property, including, without limitation, travel expenses, legal fees, accounting fees, and other professional f

Section 5.5 Standard of Care; Indemnification. (a) Standard of Care. The Manager shall manage the business and affairs of the Company in good faith and with reasonable care. The Manager shall not be liable to the Company or the Member for any act or omission taken or suffered by the Manager in good faith and reasonably believed to be within the scope of the Manager's authority under this Agreement, absent willful mis

Section 5.6 Property Management. (a) Permanent Property Manager. The Manager shall engage Fairwater Property Management LLC, a Maryland limited liability company, having its principal office at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (Senior Vice President, Operations: Leah Torrance), as the property manager for the Property (the "Property Manager"), effective following the expiration or earlier

ARTICLE VI — ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations. All items of income, gain, loss, deduction, and credit of the Company for each Fiscal Year (or portion thereof) shall be allocated one hundred percent (100%) to the Member, as the sole member of the Company.

Section 6.2 Distributions. The Manager shall cause the Company to distribute available cash (after payment of, or provision for, all expenses, debt service, and other obligations of the Company) to the Member at such times and in such amounts as the Manager determines in its reasonable discretion, subject to the following: (a) the retention of reasonable reserves for working capital, debt service, capital expenditure

Section 6.3 Tax Distributions. The Manager shall cause the Company to distribute to the Member, at least quarterly, amounts reasonably estimated to be sufficient to enable the Member to satisfy its tax liability attributable to allocations of taxable income from the Company for such quarter, taking into account applicable federal, state, and local tax rates. Tax distributions shall be made to the extent of available

Section 6.4 REIT Compliance. The Manager shall cause distributions to be made in a manner consistent with the Member's obligations to qualify and maintain its status as a REIT under Sections 856 through 860 of the Code. The Manager shall cooperate in good faith with the Member to ensure that the Company's operations and distributions support the Member's compliance with, among other things, (a) the 75% gross income t

ARTICLE VII — SINGLE-PURPOSE ENTITY COVENANTS

Section 7.1 SPE Requirements. The Company shall at all times comply with the following single-purpose entity requirements (collectively, the "SPE Requirements"), which are incorporated herein for the benefit of the Lender under the Loan Documents and which shall not be amended, modified, or waived without the prior written consent of the Lender to the extent required by the Loan Documents: (a) The Company shall not e

Section 7.2 Independent Director/Manager. To the extent required by the Loan Documents, the Company shall at all times have at least one (1) independent director or independent manager (the "Independent Manager") who is an individual that is not, and has not been during the preceding five (5) years, an affiliate, member, manager, officer, employee, director, or creditor of the Company, the Member, or any affiliate of

ARTICLE VIII — BOOKS, RECORDS, AND TAX MATTERS

Section 8.1 Books and Records. The Manager shall keep or cause to be kept complete and accurate books and records of the Company at the principal office of the Company or at such other location as the Manager may determine from time to time. Such books and records shall include, without limitation, the following: (a) a current list of the name, address, and membership interest of the Member; (b) copies of the Certifi

Section 8.2 Fiscal Year. The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year, or such portion thereof during which the Company is in existence.