1036-00004 · Client 1036 · Diligence/Zoning

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP

FROM: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Calderwood & Harkness LLP

DATE: April 8, 2024

RE: Zoning and Land Use Compliance Analysis — 14-Property Sun Belt Logistics & Office Portfolio (Fairwater REIT / GMP Fund III Acquisition)

MATTER NO.: 1036-00004

CLIENT: Fairwater Real Estate Investment Trust

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I. Executive Summary

This memorandum presents the results of Calderwood & Harkness LLP's ("C&H") zoning and land use compliance analysis of the 14-property Sun Belt logistics and office portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), in connection with the $1,100,000,000 entity-level acquisition of 14 property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities"). The purpose of this memorandum is to confirm zoning compliance and permitted land uses for all 14 properties in the Portfolio, identify any zoning-related risks or issues, and provide recommendations with respect to the zoning component of Fairwater's due diligence contingency under the Purchase and Sale Agreement dated February 28, 2024 (the "PSA").

In conducting this analysis, C&H reviewed applicable zoning ordinances, comprehensive plans, and land use regulations in all five states in which the Portfolio properties are located — Georgia, Texas, Florida, Tennessee, and North Carolina — and coordinated with qualified local counsel in each jurisdiction. The local counsel firms engaged in connection with this zoning review are as follows:

• Texas (3 properties): Breckenridge Osgood LLP (James Breckenridge, Partner), 717 Texas Avenue, Suite 2600, Houston, TX 77002

• Georgia (4 properties): Talmadge Beaumont LLP (Catherine Beaumont, Partner), 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309

• North Carolina (1 property): Haversham Cole PLLC (Marshall Haversham, Partner), 301 South College Street, Suite 1400, Charlotte, NC 28202

• Tennessee (3 properties): Ellsworth Ridley LLP (Diane Ellsworth, Partner), 424 Church Street, Suite 1500, Nashville, TN 37219

• Florida (3 properties): Palmetto Strauss PA (Roberto Strauss, Partner), 100 Southeast Second Street, Suite 2800, Miami, FL 33131

Conclusion. Based on C&H's review and the analysis provided by local counsel in each jurisdiction, all 14 properties in the Portfolio are zoned for their current uses (logistics/warehouse/distribution or office, as applicable). Each property's current use constitutes a permitted use as of right under its applicable zoning classification or, in the case of the two Houston-area properties, under applicable deed restrictions and development regulations. Zoning confirmation letters have been obtained from the appropriate local zoning authorities for all 14 of 14 properties. No property in the Portfolio operates as a legal nonconforming use.

No rezoning applications, variance requests, conditional use permits, or special exception applications are pending or required for the continued operation of any property in the Portfolio in its current use. No condemnation proceedings, development moratoriums, or other governmental actions have been identified that would adversely affect the continued operation of any property.

C&H recommends that Fairwater waive the zoning component of the due diligence contingency as part of the broader due diligence waiver prior to the April 15, 2024 Due Diligence Period expiration.

This memorandum should be read in conjunction with the Title Review Memorandum (Matter No. 1036-00004-T), the Survey Review Memorandum (Matter No. 1036-00004-S), and the Environmental Due Diligence Summary Memorandum (Matter No. 1036-00004-E) for a complete property-level diligence analysis. Cross-references to those memoranda are provided herein where applicable.

II. Transaction Background

Fairwater Real Estate Investment Trust (NYSE: FREIT), a Maryland real estate investment trust with its principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044, is acquiring 100% of the membership interests in 14 single-purpose Delaware limited liability companies from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Each Target Entity holds fee simple title to one property in the Portfolio, together with all associated real property interests, improvements, personal property, leases, contracts, and intangible assets.

The aggregate purchase price for the acquisition is $1,100,000,000. The transaction is financed through a combination of assumed mortgage debt and cash equity at closing, as follows:

• Assumed Mortgage Debt: $612,000,000, consisting of:

• Pinnacle Federal Bank, N.A.: $421,600,000 (secured by Properties #1, #2, #4, #5, #6, #7, #8, and #9)

• Veltrano Capital Lending Corp.: $142,300,000 (secured by Properties #3, #10, #11, and #13)

• Sycamore Life Insurance Company: $48,100,000 (secured by Properties #12 and #14)

• Cash Equity at Closing: $488,000,000

Entity-Level Transfer Structure. The transaction is structured as a transfer of membership interests in the Target Entities rather than a conveyance of fee simple title to the real properties. This structure has significant zoning and land use implications. Because the real property is not being conveyed, no new deed is recorded, no transfer tax is triggered in most jurisdictions, and — most relevant to this memorandum — no new land use approvals, subdivision approvals, or site plan reviews are triggered by the ownership change itself. The Target Entities will remain the record fee owners of the respective properties; only the ultimate beneficial ownership of those entities changes. Notwithstanding the absence of a triggering event, Fairwater's due diligence under the PSA requires affirmative confirmation that each property's existing use is lawfully permitted under the current zoning classification and all applicable land use regulations.

Portfolio Composition. The Portfolio consists of 14 properties located across five Sun Belt states, comprising 10 logistics properties (warehouse, distribution, and logistics facilities) and 4 office properties:

• Logistics Properties (10): 4,373,000 rentable square feet ("RSF"), representing approximately 83.7% of total Portfolio RSF

• Office Properties (4): 851,000 RSF, representing approximately 16.3% of total Portfolio RSF

• Total Portfolio RSF: 5,224,000 RSF

The properties are distributed geographically as follows:

• Georgia: 4 properties (3 logistics, 1 office)

• Texas: 3 properties (3 logistics)

• Florida: 3 properties (2 logistics, 1 office)

• Tennessee: 3 properties (2 logistics, 1 office)

• North Carolina: 1 property (1 office)

All properties were constructed between 2016 and 2021. The Portfolio is fully stabilized, with weighted average occupancy of approximately 94.3% as of the trailing period ending December 31, 2023 (per the Seller's rent roll and operating statements delivered under the PSA).

Key Dates. The PSA was executed on February 28, 2024. The Due Diligence Period expires on April 15, 2024. The anticipated closing date is May 15, 2024, subject to satisfaction of customary closing conditions, including lender consents to the assumption of the existing mortgage debt.

III. Methodology

A. Scope of Review

For each of the 14 properties in the Portfolio, C&H and the applicable local counsel reviewed and analyzed the following items in connection with the zoning and land use compliance analysis:

1. Current Zoning Classification and Zoning Map Designation. Identification of the property's current zoning district classification as shown on the official zoning map maintained by the applicable municipal or county zoning authority, together with confirmation that such classification has not changed since the issuance of the original building permits and certificates of occupancy for the existing improvements.

2. Applicable Municipal or County Zoning Ordinance Provisions. Review of the text of the applicable zoning ordinance or land development code, including the specific provisions governing the zoning district in which each property is classified, with particular attention to use regulations, dimensional standards, and supplemental regulations.

3. Permitted Uses Under the Current Zoning District. Confirmation that the current use of each property (logistics/warehouse/distribution or office, as applicable) is a permitted use as of right under the applicable zoning district, without the need for a conditional use permit, special exception, variance, or other discretionary land use approval.

4. Dimensional Requirements. Verification that each property's existing improvements comply with applicable dimensional requirements, including minimum lot area, minimum lot width, minimum front, side, and rear building setbacks, maximum building height, maximum lot coverage, maximum floor area ratio ("FAR"), and minimum off-street parking and loading ratios.

5. Special Conditions, Overlay Districts, Planned Development Requirements, and Conditional Use Permits. Identification of any overlay districts, special public interest districts, planned development districts, or other special zoning designations applicable to each property, and confirmation of compliance with any additional standards or requirements imposed by such designations. Confirmation that no conditional use permits, special exceptions, or variances have been obtained or are required for the current use.

6. Certificate of Occupancy / Certificate of Completion Status. Verification that a current and valid certificate of occupancy (or equivalent certificate of completion) has been issued for the existing improvements at each property, and that no outstanding building code violations or open permits exist.

7. Pending Zoning Amendments, Rezoning Petitions, or Variance Applications. Inquiry with the applicable local zoning authority to determine whether any rezoning petitions, zoning text amendments, variance applications, special exception applications, or conditional use permit applications are pending with respect to any property or any adjacent property that could materially affect the property's zoning classification or permitted uses.

8. Compliance with Applicable Comprehensive/Master Plan Designation. Confirmation that the current use of each property is consistent with the property's future land use designation under the applicable comprehensive plan or master plan, as required under state planning and zoning enabling legislation.

B. Source Documents

In conducting this analysis, C&H and local counsel reviewed the following source documents for each property:

• Current codified zoning ordinances and land development codes for each applicable municipality and county

• Official zoning maps maintained by each applicable zoning authority

• Certificate of occupancy records obtained from each applicable building or permitting department

• Site plans of record filed with the applicable planning or development department

• ALTA/NSPS land title surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated within 90 days of the PSA execution date, and updated or recertified in favor of Fairwater, Commonwealth National Title Insurance Company, and C&H as of March 2024

• Title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CNT-2024-048291-001 through CNT-2024-048291-014), including Schedule B-I requirements and Schedule B-II exceptions

• Building permit records obtained from each applicable building or permitting department

• Applicable comprehensive plans and future land use maps

• Recorded plats, deed restrictions, and restrictive covenants (particularly relevant for the Houston-area properties)

C. Zoning Confirmation Letters

A critical component of the zoning diligence process was the procurement of written zoning confirmation letters from the applicable local zoning or planning department for each property. These letters — also referred to as zoning compliance letters, zoning verification letters, or zoning endorsement letters depending on the jurisdiction — confirm the following for each property:

(a) The property's current zoning classification;

(b) That the existing use of the property is a permitted use under the applicable zoning district;

(c) That no outstanding zoning violations, code enforcement actions, or open permits exist with respect to the property; and

(d) That no pending rezoning applications, zoning text amendments, or variance applications are pending with respect to the property.

Local counsel in each jurisdiction obtained zoning confirmation letters from the applicable zoning authority for all 14 properties. Copies of all 14 zoning confirmation letters are attached hereto as Exhibit A.

IV. Property-by-Property Zoning Analysis

The following sections set forth a detailed property-by-property zoning analysis for each of the 14 properties in the Portfolio, organized by state. Each property analysis includes the applicable zoning classification, permitted use confirmation, dimensional compliance assessment, identification of any overlay districts or special conditions, certificate of occupancy status, and the status of the zoning confirmation letter.

A. Georgia Properties (4 Properties)

Local Counsel: Talmadge Beaumont LLP Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-0142

Talmadge Beaumont LLP reviewed the zoning compliance of all four Georgia properties and provided a detailed local counsel memorandum dated April 3, 2024, which is attached as part of Exhibit D. The following summarizes the results of that review for each property.

1. Fairfield Logistics Center I

Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213

Target Entity: GMP Fairfield I LLC (Delaware LLC; EIN: 84-2310561)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 412,000 RSF

Year Built: 2020

Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). The property is shown on the official City of Fairburn Zoning Map as being located within the M-1 Light Industrial zoning district. The M-1 district is intended to provide areas for light manufacturing, warehousing, distribution, and related industrial and commercial activities in a manner compatible with adjacent land uses.

Permitted Uses: Under the City of Fairburn Zoning Ordinance, the M-1 Light Industrial district permits, as of right (without the need for a conditional use permit, special exception, or variance), the following uses relevant to the property's current operation: warehouse and warehousing facilities; distribution centers and logistics facilities; light manufacturing; truck terminals and freight handling facilities; and ancillary office uses associated with the foregoing. The property's current use as a logistics and distribution facility is a permitted use as of right under the M-1 zoning classification.

Dimensional Compliance: C&H and Talmadge Beaumont LLP reviewed the ALTA/NSPS survey prepared by Meridian Land Surveying, Inc. and compared the existing building and site improvements against the dimensional requirements of the M-1 district, including minimum front, side, and rear building setbacks, maximum building height, maximum lot coverage, and minimum off-street parking and loading ratios. All dimensional requirements are met. The building is set back in excess of the minimum required setbacks on all sides, the building height is within the maximum permitted height for the M-1 district, lot coverage is below the maximum permitted percentage, and the number of off-street parking spaces and loading docks meets or exceeds the minimum ratios required under the City of Fairburn Zoning Ordinance.

Overlay Districts / Special Conditions: The property is not located within any overlay district, special public interest district, planned development district, or other special zoning designation. No conditional use permit, special exception, or variance has been obtained or is required for the current use.

Certificate of Occupancy: A certificate of occupancy was issued by the City of Fairburn Building Inspections Department in 2020 for the existing improvements. The certificate of occupancy is current and valid. No outstanding building code violations or open building permits were identified.

Pending Applications: No pending rezoning applications, zoning text amendments, variance applications, special exception applications, or conditional use permit applications are pending with respect to this property.

Zoning Confirmation Letter: A written zoning confirmation letter was obtained from the City of Fairburn Planning & Zoning Department, dated March 22, 2024, confirming the M-1 zoning classification, the permitted status of the current logistics/distribution use, and the absence of outstanding zoning violations. A copy of the zoning confirmation letter is included in Exhibit A.

Status: COMPLIANT

2. Fairfield Logistics Center II

Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213

Target Entity: GMP Fairfield II LLC (Delaware LLC; EIN: 84-2310578)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 387,000 RSF

Year Built: 2020

Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). This property is located on an adjacent parcel to Property #1 (Fairfield Logistics Center I) and shares the same M-1 Light Industrial zoning classification. The property is shown on the official City of Fairburn Zoning Map within the M-1 district.

Permitted Uses: As described in connection with Property #1 above, the M-1 Light Industrial district permits warehouse, distribution, logistics, light manufacturing, and ancillary office uses as of right. The property's current logistics and distribution use is a permitted use as of right under the M-1 classification. No conditional use permit, special exception, or variance is required.

Dimensional Compliance: Building setbacks, height, lot coverage, and parking ratios were confirmed compliant with the dimensional standards of the M-1 district through review of the ALTA/NSPS survey and site plan of record. All dimensional requirements are satisfied.

Overlay Districts / Special Conditions: None applicable. The property is not located within any overlay district or special zoning designation.

Certificate of Occupancy: Issued by the City of Fairburn Building Inspections Department in 2020. Current and valid. No outstanding violations or open permits.

Pending Applications: None.

Zoning Confirmation Letter: Obtained from the City of Fairburn Planning & Zoning Department, dated March 22, 2024. A copy is included in Exhibit A.

Status: COMPLIANT

3. Buckhead Place Office Tower

Address: 3380 Peachtree Road NE, Atlanta, GA 30326

Target Entity: GMP Buckhead LLC (Delaware LLC; EIN: 84-2639901)

Property Type: Office

Rentable square Footage: 285,000 RSF

Year Built: 2018

Zoning Classification: SPI-9 (Special Public Interest District — Buckhead Village) / C-1 (Community Commercial) per the City of Atlanta Zoning Ordinance (Part 16 of the City of Atlanta Code of Ordinances). The property is located within the Buckhead subarea of the City of Atlanta and is subject to the SPI-9 Buckhead Village overlay district regulations, which impose additional design, streetscape, and development standards beyond the requirements of the underlying C-1 district. The SPI-9 district is intended to promote high-quality mixed-use development within the Buckhead Village area while preserving pedestrian-oriented urban design.

Permitted Uses: Under both the C-1 base district and the SPI-9 overlay, office uses, professional service establishments, and limited ground-floor retail uses are permitted as of right. The property's current use as a multi-tenant office building is a permitted use under both the base zoning classification and the SPI-9 overlay district. No conditional use permit, special exception, or variance is required for the office use.

Dimensional Compliance: Building height, front, side, and rear setbacks, floor area ratio ("FAR"), lot coverage, and off-street parking and loading requirements were reviewed against the applicable standards of the C-1 district and the SPI-9 overlay. The building was developed in compliance with all dimensional standards, including the specific height and FAR provisions of the SPI-9 district, which permit taller buildings and higher density development than the base C-1 district in certain circumstances. The number of parking spaces provided meets the minimum ratio required under the City of Atlanta parking regulations, as modified by the SPI-9 provisions. All dimensional requirements are satisfied.

Overlay Districts / Special Conditions: The property is located within the Buckhead Village SPI-9 district. The SPI-9 regulations impose requirements relating to streetscape improvements, building facades and architectural design, pedestrian access and connectivity, ground-floor activation, and signage. Talmadge Beaumont LLP confirmed that the property was developed in compliance with all SPI-9 design and development standards, and that no outstanding violations or compliance issues exist under the SPI-9 regulations. The site plan of record, which was approved by the City of Atlanta Office of Zoning and Development in connection with the original development of the building, reflects compliance with all SPI-9 requirements.

Certificate of Occupancy: Issued by the City of Atlanta Department of Buildings in 2018. Current and valid. No outstanding building code violations or open permits were identified.

Pending Applications: None. No pending rezoning applications, SPI amendments, variance applications, or other land use proceedings are pending with respect to this property.

Zoning Confirmation Letter: Obtained from the City of Atlanta Office of Zoning and Development, dated March 27, 2024, confirming the SPI-9/C-1 zoning classification, the permitted status of the current office use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.

Status: COMPLIANT

4. Peachtree Corners Logistics Center

Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071

Target Entity: GMP Peachtree LLC (Delaware LLC; EIN: 84-2741063)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 345,000 RSF

Year Built: 2020

Zoning Classification: M-1 (Light Industrial) per the City of Peachtree Corners Zoning Ordinance. The City of Peachtree Corners, which was incorporated in 2012 from a portion of unincorporated Gwinnett County, adopted and administers its own zoning ordinance. The property is shown on the official City of Peachtree Corners Zoning Map within the M-1 Light Industrial zoning district. The M-1 district is designed to accommodate light manufacturing, warehousing, distribution, and similar industrial activities.

Permitted Uses: Warehouse, distribution, and logistics uses are permitted as of right within the M-1 district under the City of Peachtree Corners Zoning Ordinance. The property's current use as a logistics and distribution facility is a permitted use as of right. No conditional use permit, special exception, or variance is required.

Dimensional Compliance: All dimensional requirements, including setbacks, height, lot coverage, and parking ratios, were confirmed compliant through review of the ALTA/NSPS survey, site plan of record, and applicable M-1 district regulations.

Overlay Districts / Special Conditions: No material overlay districts or special zoning conditions apply to this property. The property is not located within any planned development district, historic preservation district, or other special zoning designation.

Certificate of Occupancy: Issued by the City of Peachtree Corners Community Development Department in 2020. Current and valid. No outstanding violations or open permits.

Pending Applications: None.

Zoning Confirmation Letter: Obtained from the City of Peachtree Corners Community Development Department, dated March 25, 2024, confirming the M-1 zoning classification, the permitted status of the current logistics use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.

Status: COMPLIANT

B. Texas Properties (3 Properties)

Local Counsel: Breckenridge Osgood LLP James Breckenridge, Partner 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-0267

Breckenridge Osgood LLP reviewed the zoning and land use compliance of all three Texas properties and provided a detailed local counsel memorandum dated April 2, 2024, which is attached as part of Exhibit D. As discussed in Section VI.C below, the Houston metropolitan area (where two of the three Texas properties are located) does not impose traditional Euclidean zoning, and land use is instead regulated through deed restrictions, platting requirements, and recorded covenants. The Fort Worth property is subject to a conventional zoning ordinance. The following summarizes the results of the review for each property.

5. Westlake Distribution Hub

Address: 11500 Westlake Parkway, Houston, TX 77082

Target Entity: GMP Westlake LLC (Delaware LLC; EIN: 84-2415693)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 624,000 RSF

Year Built: 2019

Zoning Classification: The City of Houston, Texas does not have a traditional zoning ordinance. Houston is the largest city in the United States that has never adopted comprehensive Euclidean zoning. Instead, land use in Houston is regulated through a combination of (a) deed restrictions and restrictive covenants recorded against the property, (b) the City of Houston's development ordinance codified in Chapter 42 of the Houston Code of Ordinances (governing lot size, setbacks, building lines, and other development standards), (c) recorded plat conditions, and (d) targeted land use regulations (such as the sexually oriented business ordinance and the billboard ordinance). This property is located within the corporate limits of the City of Houston and is subject to Chapter 42 development standards and applicable recorded deed restrictions.

Permitted Uses / Deed Restrictions: Breckenridge Osgood LLP conducted a thorough review of all recorded deed restrictions, restrictive covenants, and plat conditions applicable to the property. The deed restrictions applicable to the subdivision in which the property is located expressly permit industrial, warehouse, distribution, and logistics uses. No restrictive covenant or recorded instrument prohibits or restricts the property's current use as a logistics and distribution facility. The property is located within a recorded plat that contains protective covenants permitting industrial and logistics uses; no homeowners association restrictions, architectural review requirements, or residential use restrictions apply to the property.

Dimensional Compliance: Building setbacks and other development standards required under Chapter 42 of the Houston Code of Ordinances and the applicable recorded plat conditions were reviewed and confirmed compliant. The ALTA/NSPS survey reflects that the existing building and site improvements are located within the required setback lines and comply with all applicable plat and Chapter 42 requirements.

Special Conditions: No special land use conditions or restrictions are applicable beyond the deed restrictions and Chapter 42 requirements described above. The property is not located within a designated historic district, a management district with additional land use restrictions, or any other area subject to special land use controls.

Certificate of Occupancy: A certificate of occupancy was issued by the City of Houston Public Works and Engineering Department in 2019 for the existing improvements. The certificate of occupancy is current and valid. No outstanding code violations or open permits were identified.

Pending Applications: None. No pending code enforcement actions, deed restriction violations, or land use proceedings are pending with respect to this property.

Zoning Confirmation Letter: Breckenridge Osgood LLP obtained a letter from the City of Houston Planning & Development Department, dated March 20, 2024, confirming that no zoning violation exists with respect to the property (as no zoning ordinance is applicable), confirming Chapter 42 compliance, and confirming the absence of outstanding code violations. In addition, Breckenridge Osgood LLP prepared a separate opinion letter confirming that the deed restrictions applicable to the property permit the current logistics and distribution use. A copy of the City of Houston letter is included in Exhibit A.

Status: COMPLIANT

Cross-Reference — Environmental: This property is one of two properties in the Portfolio for which de minimis recognized environmental conditions ("RECs") were identified in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC. As noted in the Environmental Due Diligence Summary Memorandum (Matter No. 1036-00004-E), the RECs identified are not material and do not affect the zoning or land use compliance analysis. The zoning and land use review for this property is unaffected by the environmental findings.

6. Katy Freeway Logistics Park

Address: 22600 Katy Freeway, Katy, TX 77449

Target Entity: GMP Katy LLC (Delaware LLC; EIN: 84-2415710)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 538,000 RSF

Year Built: 2021

Zoning Classification: This property is located in unincorporated Harris County, Texas, within the extraterritorial jurisdiction ("ETJ") of the City of Katy. Harris County, like the City of Houston, does not impose traditional Euclidean zoning regulations. Land use within unincorporated Harris County is governed by platting requirements, recorded deed restrictions, and applicable county development and flood plain regulations. The property is not subject to any municipal zoning ordinance.

Permitted Uses: Breckenridge Osgood LLP reviewed all recorded deed restrictions, restrictive covenants, and plat conditions applicable to the property and confirmed that industrial, warehouse, distribution, and logistics uses are expressly permitted. No restrictive covenant or recorded instrument prohibits or restricts the property's current use.

Dimensional Compliance: The property was confirmed compliant with all applicable plat requirements and Harris County development standards, including building lines, drainage requirements, and lot configuration requirements. The ALTA/NSPS survey reflects compliance with all applicable dimensional standards.

Flood Plain: Given the property's location in the greater Houston area, Breckenridge Osgood LLP paid particular attention to flood plain status. The property was confirmed to be located outside both the 100-year and 500-year FEMA flood zones based on a review of the current FEMA Flood Insurance Rate Map ("FIRM") for the applicable panel and the flood plain determination shown on the ALTA/NSPS survey. No portion of the existing building or site improvements is located within a Special Flood Hazard Area ("SFHA"). The property is designated as Zone X (area of minimal flood hazard).

Certificate of Occupancy: A certificate of occupancy was issued by the Harris County Permits Office in 2021 for the existing improvements. Current and valid. No outstanding violations or open permits.

Pending Applications: None.

Zoning Confirmation Letter: A letter was obtained from the Harris County Permits Office, dated March 21, 2024, confirming that no outstanding code violations exist with respect to the property and confirming compliance with applicable Harris County development regulations. Breckenridge Osgood LLP also confirmed the permissibility of the current use under applicable deed restrictions in its local counsel memorandum. A copy of the Harris County letter is included in Exhibit A.

Status: COMPLIANT

7. Alliance Commerce Center

Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177

Target Entity: GMP Alliance LLC (Delaware LLC; EIN: 84-2415728)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 485,000 RSF

Year Built: 2020

Zoning Classification: "I" — Industrial District (also designated as "J" Light Industrial District in certain historical codifications) per the City of Fort Worth Zoning Ordinance. The property is shown on the official City of Fort Worth Zoning Map within the "I" Industrial zoning district. Unlike the Houston-area properties, the City of Fort Worth administers a traditional comprehensive zoning ordinance. The "I" Industrial district is intended to provide areas suitable for general industrial, manufacturing, warehousing, and distribution activities.

Permitted Uses: Under the City of Fort Worth Zoning Ordinance, the "I" Industrial district permits as of right the following uses relevant to the property's current operation: warehouse and storage facilities; distribution and logistics centers; light and general manufacturing; truck freight terminals; and ancillary office uses. The property's current logistics and distribution use is a permitted use as of right. No conditional use permit, specific use permit, or variance is required.

Dimensional Compliance: Building setbacks, height, lot coverage, and off-street parking and loading requirements were reviewed and confirmed compliant with the standards of the "I" Industrial district. The ALTA/NSPS survey and site plan of record reflect compliance with all applicable dimensional requirements.

Overlay Districts / Special Conditions: The property is located within the AllianceTexas development area, a major master-planned industrial and commercial development in north Fort Worth. The AllianceTexas development is subject to recorded restrictive covenants and design guidelines that govern building design, site layout, landscaping, signage, and maintenance standards within the development. Breckenridge Osgood LLP reviewed the applicable restrictive covenants and design guidelines and confirmed that the property was developed in compliance with all AllianceTexas master-planned development standards and that no outstanding covenant violations exist.

Certificate of Occupancy: Issued by the City of Fort Worth Development Services Department in 2020. Current and valid. No outstanding violations or open permits.

Pending Applications: None.

Zoning Confirmation Letter: Obtained from the City of Fort Worth Development Services Department, dated March 25, 2024, confirming the "I" Industrial zoning classification, the permitted status of the current logistics/distribution use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.

Status: COMPLIANT

C. Florida Properties (3 Properties)

Local Counsel: Palmetto Strauss PA Roberto Strauss, Partner 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Telephone: (305) 555-0189

Palmetto Strauss PA reviewed the zoning and land use compliance of all three Florida properties and provided a detailed local counsel memorandum dated April 4, 2024, which is attached as part of Exhibit D. In addition to confirming zoning compliance, Palmetto Strauss PA confirmed compliance with the Florida Growth Management Act, including applicable concurrency requirements, for all three Florida properties, as discussed further in Section VI.D below.

8. Lakeland Crossings Industrial

Address: 7100 Drane Field Road, Lakeland, FL 33811

Target Entity: GMP Lakeland LLC (Delaware LLC; EIN: 84-2527834)

Property Type: Logistics / Warehouse / Distribution

Rentable square Footage: 372,000 RSF

Year Built: 2019

Zoning Classification: IL (Industrial Light) per the City of Lakeland Land Development Code. The property is shown on the official City of Lakeland Zoning Map within the IL Industrial Light zoning district. The IL district is established to provide suitable locations for light industrial, warehouse, distribution, and related uses that are compatible with adjacent land uses and transportation infrastructure.

Permitted Uses: Under the City of Lakeland Land Development Code, the IL Industrial Light district permits as of right the following uses relevant to the property's current operation: warehouse and storage facilities; distribution centers; logistics and freight handling facilities; light manufacturing and assembly; and ancillary office uses. The property's current logistics and distribution use is a permitted use as of right under the IL classification. No conditional use, special exception, or variance is required.

Dimensional Compliance: All dimensional standards, including minimum lot area, minimum front, side, and rear setbacks, maximum building height, maximum lot coverage, and minimum off-street parking and loading ratios, were confirmed compliant through review of the ALTA/NSPS survey and comparison against the IL district standards.

Comprehensive Plan Designation: The property's future land use designation under the City of Lakeland Comprehensive Plan is "Industrial." The current logistics and distribution use is consistent with the Industrial future land use designation.

Concurrency / Growth Management: Palmetto Strauss PA confirmed that the property meets all applicable concurrency requirements under the Florida Growth Management Act (Chapter 163, Part II, Florida Statutes), including concurrency for transportation, potable water, sanitary sewer, drainage, solid waste, and parks and recreation. No concurrency reservations or development order expirations are at risk due to the entity-level transfer transaction. The development order issued in connection with the original construction of the improvements remains valid and is not affected by the change in beneficial ownership of the Target Entity.

Certificate of Occupancy: Issued by the City of Lakeland Building Division in 2019. Current and valid. No outstanding violations or open permits.

Pending Applications: None.

Zoning Confirmation Letter: Obtained from the City of Lakeland Community Development Department, dated March 28, 2024, confirming the IL zoning classification, the permitted status of the current logistics use, compliance with the Industrial comprehensive plan designation, and the absence of outstanding zoning violations. A copy is included in Exhibit A.

Status: COMPLIANT

Cross-Reference — Environmental: This property is one of two properties in the Portfolio for which de minimis recognized environmental conditions ("RECs") were identified in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC. The zoning and land use review for this property is unaffected by the environmental findings. Please refer to the Environmental Due Diligence Summary Memorandum for details.

9. Southport Logistics Park

Address: 3200 Southport Connector Road, Jacksonville, FL 32218

Target Entity: GMP Southport LLC (Delaware LLC; EIN: 84-2527849)

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP
FROM: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Calderwood & Harkness LLP
DATE: April 8, 2024
RE: Zoning and Land Use Compliance Analysis — 14-Property Sun Belt Logistics & Office Portfolio (Fairwater REIT / GMP Fund III Acquisition)
MATTER NO.: 1036-00004
CLIENT: Fairwater Real Estate Investment Trust
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I. Executive Summary
This memorandum presents the results of Calderwood & Harkness LLP's ("C&H") zoning and land use compliance analysis of the 14-property Sun Belt logistics and office portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), in connection with the $1,100,000,000 entity-level acquisition of 14 property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities"). The purpose of this memorandum is to confirm zoning compliance and permitted land uses for all 14 properties in the Portfolio, identify any zoning-related risks or issues, and provide recommendations with respect to the zoning component of Fairwater's due diligence contingency under the Purchase and Sale Agreement dated February 28, 2024 (the "PSA").
In conducting this analysis, C&H reviewed applicable zoning ordinances, comprehensive plans, and land use regulations in all five states in which the Portfolio properties are located — Georgia, Texas, Florida, Tennessee, and North Carolina — and coordinated with qualified local counsel in each jurisdiction. The local counsel firms engaged in connection with this zoning review are as follows:
• Texas (3 properties): Breckenridge Osgood LLP (James Breckenridge, Partner), 717 Texas Avenue, Suite 2600, Houston, TX 77002
• Georgia (4 properties): Talmadge Beaumont LLP (Catherine Beaumont, Partner), 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309
• North Carolina (1 property): Haversham Cole PLLC (Marshall Haversham, Partner), 301 South College Street, Suite 1400, Charlotte, NC 28202
• Tennessee (3 properties): Ellsworth Ridley LLP (Diane Ellsworth, Partner), 424 Church Street, Suite 1500, Nashville, TN 37219
• Florida (3 properties): Palmetto Strauss PA (Roberto Strauss, Partner), 100 Southeast Second Street, Suite 2800, Miami, FL 33131
Conclusion. Based on C&H's review and the analysis provided by local counsel in each jurisdiction, all 14 properties in the Portfolio are zoned for their current uses (logistics/warehouse/distribution or office, as applicable). Each property's current use constitutes a permitted use as of right under its applicable zoning classification or, in the case of the two Houston-area properties, under applicable deed restrictions and development regulations. Zoning confirmation letters have been obtained from the appropriate local zoning authorities for all 14 of 14 properties. No property in the Portfolio operates as a legal nonconforming use.
No rezoning applications, variance requests, conditional use permits, or special exception applications are pending or required for the continued operation of any property in the Portfolio in its current use. No condemnation proceedings, development moratoriums, or other governmental actions have been identified that would adversely affect the continued operation of any property.
C&H recommends that Fairwater waive the zoning component of the due diligence contingency as part of the broader due diligence waiver prior to the April 15, 2024 Due Diligence Period expiration.
This memorandum should be read in conjunction with the Title Review Memorandum (Matter No. 1036-00004-T), the Survey Review Memorandum (Matter No. 1036-00004-S), and the Environmental Due Diligence Summary Memorandum (Matter No. 1036-00004-E) for a complete property-level diligence analysis. Cross-references to those memoranda are provided herein where applicable.
II. Transaction Background
Fairwater Real Estate Investment Trust (NYSE: FREIT), a Maryland real estate investment trust with its principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044, is acquiring 100% of the membership interests in 14 single-purpose Delaware limited liability companies from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Each Target Entity holds fee simple title to one property in the Portfolio, together with all associated real property interests, improvements, personal property, leases, contracts, and intangible assets.
The aggregate purchase price for the acquisition is $1,100,000,000. The transaction is financed through a combination of assumed mortgage debt and cash equity at closing, as follows:
• Assumed Mortgage Debt: $612,000,000, consisting of:
• Pinnacle Federal Bank, N.A.: $421,600,000 (secured by Properties #1, #2, #4, #5, #6, #7, #8, and #9)
• Veltrano Capital Lending Corp.: $142,300,000 (secured by Properties #3, #10, #11, and #13)
• Sycamore Life Insurance Company: $48,100,000 (secured by Properties #12 and #14)
• Cash Equity at Closing: $488,000,000
Entity-Level Transfer Structure. The transaction is structured as a transfer of membership interests in the Target Entities rather than a conveyance of fee simple title to the real properties. This structure has significant zoning and land use implications. Because the real property is not being conveyed, no new deed is recorded, no transfer tax is triggered in most jurisdictions, and — most relevant to this memorandum — no new land use approvals, subdivision approvals, or site plan reviews are triggered by the ownership change itself. The Target Entities will remain the record fee owners of the respective properties; only the ultimate beneficial ownership of those entities changes. Notwithstanding the absence of a triggering event, Fairwater's due diligence under the PSA requires affirmative confirmation that each property's existing use is lawfully permitted under the current zoning classification and all applicable land use regulations.
Portfolio Composition. The Portfolio consists of 14 properties located across five Sun Belt states, comprising 10 logistics properties (warehouse, distribution, and logistics facilities) and 4 office properties:
• Logistics Properties (10): 4,373,000 rentable square feet ("RSF"), representing approximately 83.7% of total Portfolio RSF
• Office Properties (4): 851,000 RSF, representing approximately 16.3% of total Portfolio RSF
• Total Portfolio RSF: 5,224,000 RSF
The properties are distributed geographically as follows:
• Georgia: 4 properties (3 logistics, 1 office)
• Texas: 3 properties (3 logistics)
• Florida: 3 properties (2 logistics, 1 office)
• Tennessee: 3 properties (2 logistics, 1 office)
• North Carolina: 1 property (1 office)
All properties were constructed between 2016 and 2021. The Portfolio is fully stabilized, with weighted average occupancy of approximately 94.3% as of the trailing period ending December 31, 2023 (per the Seller's rent roll and operating statements delivered under the PSA).
Key Dates. The PSA was executed on February 28, 2024. The Due Diligence Period expires on April 15, 2024. The anticipated closing date is May 15, 2024, subject to satisfaction of customary closing conditions, including lender consents to the assumption of the existing mortgage debt.
III. Methodology
A. Scope of Review
For each of the 14 properties in the Portfolio, C&H and the applicable local counsel reviewed and analyzed the following items in connection with the zoning and land use compliance analysis:
1. Current Zoning Classification and Zoning Map Designation. Identification of the property's current zoning district classification as shown on the official zoning map maintained by the applicable municipal or county zoning authority, together with confirmation that such classification has not changed since the issuance of the original building permits and certificates of occupancy for the existing improvements.
2. Applicable Municipal or County Zoning Ordinance Provisions. Review of the text of the applicable zoning ordinance or land development code, including the specific provisions governing the zoning district in which each property is classified, with particular attention to use regulations, dimensional standards, and supplemental regulations.
3. Permitted Uses Under the Current Zoning District. Confirmation that the current use of each property (logistics/warehouse/distribution or office, as applicable) is a permitted use as of right under the applicable zoning district, without the need for a conditional use permit, special exception, variance, or other discretionary land use approval.
4. Dimensional Requirements. Verification that each property's existing improvements comply with applicable dimensional requirements, including minimum lot area, minimum lot width, minimum front, side, and rear building setbacks, maximum building height, maximum lot coverage, maximum floor area ratio ("FAR"), and minimum off-street parking and loading ratios.
5. Special Conditions, Overlay Districts, Planned Development Requirements, and Conditional Use Permits. Identification of any overlay districts, special public interest districts, planned development districts, or other special zoning designations applicable to each property, and confirmation of compliance with any additional standards or requirements imposed by such designations. Confirmation that no conditional use permits, special exceptions, or variances have been obtained or are required for the current use.
6. Certificate of Occupancy / Certificate of Completion Status. Verification that a current and valid certificate of occupancy (or equivalent certificate of completion) has been issued for the existing improvements at each property, and that no outstanding building code violations or open permits exist.
7. Pending Zoning Amendments, Rezoning Petitions, or Variance Applications. Inquiry with the applicable local zoning authority to determine whether any rezoning petitions, zoning text amendments, variance applications, special exception applications, or conditional use permit applications are pending with respect to any property or any adjacent property that could materially affect the property's zoning classification or permitted uses.
8. Compliance with Applicable Comprehensive/Master Plan Designation. Confirmation that the current use of each property is consistent with the property's future land use designation under the applicable comprehensive plan or master plan, as required under state planning and zoning enabling legislation.
B. Source Documents
In conducting this analysis, C&H and local counsel reviewed the following source documents for each property:
• Current codified zoning ordinances and land development codes for each applicable municipality and county
• Official zoning maps maintained by each applicable zoning authority
• Certificate of occupancy records obtained from each applicable building or permitting department
• Site plans of record filed with the applicable planning or development department
• ALTA/NSPS land title surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated within 90 days of the PSA execution date, and updated or recertified in favor of Fairwater, Commonwealth National Title Insurance Company, and C&H as of March 2024
• Title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CNT-2024-048291-001 through CNT-2024-048291-014), including Schedule B-I requirements and Schedule B-II exceptions
• Building permit records obtained from each applicable building or permitting department
• Applicable comprehensive plans and future land use maps
• Recorded plats, deed restrictions, and restrictive covenants (particularly relevant for the Houston-area properties)
C. Zoning Confirmation Letters
A critical component of the zoning diligence process was the procurement of written zoning confirmation letters from the applicable local zoning or planning department for each property. These letters — also referred to as zoning compliance letters, zoning verification letters, or zoning endorsement letters depending on the jurisdiction — confirm the following for each property:
(a) The property's current zoning classification;
(b) That the existing use of the property is a permitted use under the applicable zoning district;
(c) That no outstanding zoning violations, code enforcement actions, or open permits exist with respect to the property; and
(d) That no pending rezoning applications, zoning text amendments, or variance applications are pending with respect to the property.
Local counsel in each jurisdiction obtained zoning confirmation letters from the applicable zoning authority for all 14 properties. Copies of all 14 zoning confirmation letters are attached hereto as Exhibit A.
IV. Property-by-Property Zoning Analysis
The following sections set forth a detailed property-by-property zoning analysis for each of the 14 properties in the Portfolio, organized by state. Each property analysis includes the applicable zoning classification, permitted use confirmation, dimensional compliance assessment, identification of any overlay districts or special conditions, certificate of occupancy status, and the status of the zoning confirmation letter.
A. Georgia Properties (4 Properties)
Local Counsel: Talmadge Beaumont LLP Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-0142
Talmadge Beaumont LLP reviewed the zoning compliance of all four Georgia properties and provided a detailed local counsel memorandum dated April 3, 2024, which is attached as part of Exhibit D. The following summarizes the results of that review for each property.
1. Fairfield Logistics Center I
Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213
Target Entity: GMP Fairfield I LLC (Delaware LLC; EIN: 84-2310561)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 412,000 RSF
Year Built: 2020
Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). The property is shown on the official City of Fairburn Zoning Map as being located within the M-1 Light Industrial zoning district. The M-1 district is intended to provide areas for light manufacturing, warehousing, distribution, and related industrial and commercial activities in a manner compatible with adjacent land uses.
Permitted Uses: Under the City of Fairburn Zoning Ordinance, the M-1 Light Industrial district permits, as of right (without the need for a conditional use permit, special exception, or variance), the following uses relevant to the property's current operation: warehouse and warehousing facilities; distribution centers and logistics facilities; light manufacturing; truck terminals and freight handling facilities; and ancillary office uses associated with the foregoing. The property's current use as a logistics and distribution facility is a permitted use as of right under the M-1 zoning classification.
Dimensional Compliance: C&H and Talmadge Beaumont LLP reviewed the ALTA/NSPS survey prepared by Meridian Land Surveying, Inc. and compared the existing building and site improvements against the dimensional requirements of the M-1 district, including minimum front, side, and rear building setbacks, maximum building height, maximum lot coverage, and minimum off-street parking and loading ratios. All dimensional requirements are met. The building is set back in excess of the minimum required setbacks on all sides, the building height is within the maximum permitted height for the M-1 district, lot coverage is below the maximum permitted percentage, and the number of off-street parking spaces and loading docks meets or exceeds the minimum ratios required under the City of Fairburn Zoning Ordinance.
Overlay Districts / Special Conditions: The property is not located within any overlay district, special public interest district, planned development district, or other special zoning designation. No conditional use permit, special exception, or variance has been obtained or is required for the current use.
Certificate of Occupancy: A certificate of occupancy was issued by the City of Fairburn Building Inspections Department in 2020 for the existing improvements. The certificate of occupancy is current and valid. No outstanding building code violations or open building permits were identified.
Pending Applications: No pending rezoning applications, zoning text amendments, variance applications, special exception applications, or conditional use permit applications are pending with respect to this property.
Zoning Confirmation Letter: A written zoning confirmation letter was obtained from the City of Fairburn Planning & Zoning Department, dated March 22, 2024, confirming the M-1 zoning classification, the permitted status of the current logistics/distribution use, and the absence of outstanding zoning violations. A copy of the zoning confirmation letter is included in Exhibit A.
Status: COMPLIANT
2. Fairfield Logistics Center II
Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213
Target Entity: GMP Fairfield II LLC (Delaware LLC; EIN: 84-2310578)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 387,000 RSF
Year Built: 2020
Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). This property is located on an adjacent parcel to Property #1 (Fairfield Logistics Center I) and shares the same M-1 Light Industrial zoning classification. The property is shown on the official City of Fairburn Zoning Map within the M-1 district.
Permitted Uses: As described in connection with Property #1 above, the M-1 Light Industrial district permits warehouse, distribution, logistics, light manufacturing, and ancillary office uses as of right. The property's current logistics and distribution use is a permitted use as of right under the M-1 classification. No conditional use permit, special exception, or variance is required.
Dimensional Compliance: Building setbacks, height, lot coverage, and parking ratios were confirmed compliant with the dimensional standards of the M-1 district through review of the ALTA/NSPS survey and site plan of record. All dimensional requirements are satisfied.
Overlay Districts / Special Conditions: None applicable. The property is not located within any overlay district or special zoning designation.
Certificate of Occupancy: Issued by the City of Fairburn Building Inspections Department in 2020. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Fairburn Planning & Zoning Department, dated March 22, 2024. A copy is included in Exhibit A.
Status: COMPLIANT
3. Buckhead Place Office Tower
Address: 3380 Peachtree Road NE, Atlanta, GA 30326
Target Entity: GMP Buckhead LLC (Delaware LLC; EIN: 84-2639901)
Property Type: Office
Rentable square Footage: 285,000 RSF
Year Built: 2018
Zoning Classification: SPI-9 (Special Public Interest District — Buckhead Village) / C-1 (Community Commercial) per the City of Atlanta Zoning Ordinance (Part 16 of the City of Atlanta Code of Ordinances). The property is located within the Buckhead subarea of the City of Atlanta and is subject to the SPI-9 Buckhead Village overlay district regulations, which impose additional design, streetscape, and development standards beyond the requirements of the underlying C-1 district. The SPI-9 district is intended to promote high-quality mixed-use development within the Buckhead Village area while preserving pedestrian-oriented urban design.
Permitted Uses: Under both the C-1 base district and the SPI-9 overlay, office uses, professional service establishments, and limited ground-floor retail uses are permitted as of right. The property's current use as a multi-tenant office building is a permitted use under both the base zoning classification and the SPI-9 overlay district. No conditional use permit, special exception, or variance is required for the office use.
Dimensional Compliance: Building height, front, side, and rear setbacks, floor area ratio ("FAR"), lot coverage, and off-street parking and loading requirements were reviewed against the applicable standards of the C-1 district and the SPI-9 overlay. The building was developed in compliance with all dimensional standards, including the specific height and FAR provisions of the SPI-9 district, which permit taller buildings and higher density development than the base C-1 district in certain circumstances. The number of parking spaces provided meets the minimum ratio required under the City of Atlanta parking regulations, as modified by the SPI-9 provisions. All dimensional requirements are satisfied.
Overlay Districts / Special Conditions: The property is located within the Buckhead Village SPI-9 district. The SPI-9 regulations impose requirements relating to streetscape improvements, building facades and architectural design, pedestrian access and connectivity, ground-floor activation, and signage. Talmadge Beaumont LLP confirmed that the property was developed in compliance with all SPI-9 design and development standards, and that no outstanding violations or compliance issues exist under the SPI-9 regulations. The site plan of record, which was approved by the City of Atlanta Office of Zoning and Development in connection with the original development of the building, reflects compliance with all SPI-9 requirements.
Certificate of Occupancy: Issued by the City of Atlanta Department of Buildings in 2018. Current and valid. No outstanding building code violations or open permits were identified.
Pending Applications: None. No pending rezoning applications, SPI amendments, variance applications, or other land use proceedings are pending with respect to this property.
Zoning Confirmation Letter: Obtained from the City of Atlanta Office of Zoning and Development, dated March 27, 2024, confirming the SPI-9/C-1 zoning classification, the permitted status of the current office use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
4. Peachtree Corners Logistics Center
Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071
Target Entity: GMP Peachtree LLC (Delaware LLC; EIN: 84-2741063)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 345,000 RSF
Year Built: 2020
Zoning Classification: M-1 (Light Industrial) per the City of Peachtree Corners Zoning Ordinance. The City of Peachtree Corners, which was incorporated in 2012 from a portion of unincorporated Gwinnett County, adopted and administers its own zoning ordinance. The property is shown on the official City of Peachtree Corners Zoning Map within the M-1 Light Industrial zoning district. The M-1 district is designed to accommodate light manufacturing, warehousing, distribution, and similar industrial activities.
Permitted Uses: Warehouse, distribution, and logistics uses are permitted as of right within the M-1 district under the City of Peachtree Corners Zoning Ordinance. The property's current use as a logistics and distribution facility is a permitted use as of right. No conditional use permit, special exception, or variance is required.
Dimensional Compliance: All dimensional requirements, including setbacks, height, lot coverage, and parking ratios, were confirmed compliant through review of the ALTA/NSPS survey, site plan of record, and applicable M-1 district regulations.
Overlay Districts / Special Conditions: No material overlay districts or special zoning conditions apply to this property. The property is not located within any planned development district, historic preservation district, or other special zoning designation.
Certificate of Occupancy: Issued by the City of Peachtree Corners Community Development Department in 2020. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Peachtree Corners Community Development Department, dated March 25, 2024, confirming the M-1 zoning classification, the permitted status of the current logistics use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
B. Texas Properties (3 Properties)
Local Counsel: Breckenridge Osgood LLP James Breckenridge, Partner 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-0267
Breckenridge Osgood LLP reviewed the zoning and land use compliance of all three Texas properties and provided a detailed local counsel memorandum dated April 2, 2024, which is attached as part of Exhibit D. As discussed in Section VI.C below, the Houston metropolitan area (where two of the three Texas properties are located) does not impose traditional Euclidean zoning, and land use is instead regulated through deed restrictions, platting requirements, and recorded covenants. The Fort Worth property is subject to a conventional zoning ordinance. The following summarizes the results of the review for each property.
5. Westlake Distribution Hub
Address: 11500 Westlake Parkway, Houston, TX 77082
Target Entity: GMP Westlake LLC (Delaware LLC; EIN: 84-2415693)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 624,000 RSF
Year Built: 2019
Zoning Classification: The City of Houston, Texas does not have a traditional zoning ordinance. Houston is the largest city in the United States that has never adopted comprehensive Euclidean zoning. Instead, land use in Houston is regulated through a combination of (a) deed restrictions and restrictive covenants recorded against the property, (b) the City of Houston's development ordinance codified in Chapter 42 of the Houston Code of Ordinances (governing lot size, setbacks, building lines, and other development standards), (c) recorded plat conditions, and (d) targeted land use regulations (such as the sexually oriented business ordinance and the billboard ordinance). This property is located within the corporate limits of the City of Houston and is subject to Chapter 42 development standards and applicable recorded deed restrictions.
Permitted Uses / Deed Restrictions: Breckenridge Osgood LLP conducted a thorough review of all recorded deed restrictions, restrictive covenants, and plat conditions applicable to the property. The deed restrictions applicable to the subdivision in which the property is located expressly permit industrial, warehouse, distribution, and logistics uses. No restrictive covenant or recorded instrument prohibits or restricts the property's current use as a logistics and distribution facility. The property is located within a recorded plat that contains protective covenants permitting industrial and logistics uses; no homeowners association restrictions, architectural review requirements, or residential use restrictions apply to the property.
Dimensional Compliance: Building setbacks and other development standards required under Chapter 42 of the Houston Code of Ordinances and the applicable recorded plat conditions were reviewed and confirmed compliant. The ALTA/NSPS survey reflects that the existing building and site improvements are located within the required setback lines and comply with all applicable plat and Chapter 42 requirements.
Special Conditions: No special land use conditions or restrictions are applicable beyond the deed restrictions and Chapter 42 requirements described above. The property is not located within a designated historic district, a management district with additional land use restrictions, or any other area subject to special land use controls.
Certificate of Occupancy: A certificate of occupancy was issued by the City of Houston Public Works and Engineering Department in 2019 for the existing improvements. The certificate of occupancy is current and valid. No outstanding code violations or open permits were identified.
Pending Applications: None. No pending code enforcement actions, deed restriction violations, or land use proceedings are pending with respect to this property.
Zoning Confirmation Letter: Breckenridge Osgood LLP obtained a letter from the City of Houston Planning & Development Department, dated March 20, 2024, confirming that no zoning violation exists with respect to the property (as no zoning ordinance is applicable), confirming Chapter 42 compliance, and confirming the absence of outstanding code violations. In addition, Breckenridge Osgood LLP prepared a separate opinion letter confirming that the deed restrictions applicable to the property permit the current logistics and distribution use. A copy of the City of Houston letter is included in Exhibit A.
Status: COMPLIANT
Cross-Reference — Environmental: This property is one of two properties in the Portfolio for which de minimis recognized environmental conditions ("RECs") were identified in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC. As noted in the Environmental Due Diligence Summary Memorandum (Matter No. 1036-00004-E), the RECs identified are not material and do not affect the zoning or land use compliance analysis. The zoning and land use review for this property is unaffected by the environmental findings.
6. Katy Freeway Logistics Park
Address: 22600 Katy Freeway, Katy, TX 77449
Target Entity: GMP Katy LLC (Delaware LLC; EIN: 84-2415710)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 538,000 RSF
Year Built: 2021
Zoning Classification: This property is located in unincorporated Harris County, Texas, within the extraterritorial jurisdiction ("ETJ") of the City of Katy. Harris County, like the City of Houston, does not impose traditional Euclidean zoning regulations. Land use within unincorporated Harris County is governed by platting requirements, recorded deed restrictions, and applicable county development and flood plain regulations. The property is not subject to any municipal zoning ordinance.
Permitted Uses: Breckenridge Osgood LLP reviewed all recorded deed restrictions, restrictive covenants, and plat conditions applicable to the property and confirmed that industrial, warehouse, distribution, and logistics uses are expressly permitted. No restrictive covenant or recorded instrument prohibits or restricts the property's current use.
Dimensional Compliance: The property was confirmed compliant with all applicable plat requirements and Harris County development standards, including building lines, drainage requirements, and lot configuration requirements. The ALTA/NSPS survey reflects compliance with all applicable dimensional standards.
Flood Plain: Given the property's location in the greater Houston area, Breckenridge Osgood LLP paid particular attention to flood plain status. The property was confirmed to be located outside both the 100-year and 500-year FEMA flood zones based on a review of the current FEMA Flood Insurance Rate Map ("FIRM") for the applicable panel and the flood plain determination shown on the ALTA/NSPS survey. No portion of the existing building or site improvements is located within a Special Flood Hazard Area ("SFHA"). The property is designated as Zone X (area of minimal flood hazard).
Certificate of Occupancy: A certificate of occupancy was issued by the Harris County Permits Office in 2021 for the existing improvements. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: A letter was obtained from the Harris County Permits Office, dated March 21, 2024, confirming that no outstanding code violations exist with respect to the property and confirming compliance with applicable Harris County development regulations. Breckenridge Osgood LLP also confirmed the permissibility of the current use under applicable deed restrictions in its local counsel memorandum. A copy of the Harris County letter is included in Exhibit A.
Status: COMPLIANT
7. Alliance Commerce Center
Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177
Target Entity: GMP Alliance LLC (Delaware LLC; EIN: 84-2415728)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 485,000 RSF
Year Built: 2020
Zoning Classification: "I" — Industrial District (also designated as "J" Light Industrial District in certain historical codifications) per the City of Fort Worth Zoning Ordinance. The property is shown on the official City of Fort Worth Zoning Map within the "I" Industrial zoning district. Unlike the Houston-area properties, the City of Fort Worth administers a traditional comprehensive zoning ordinance. The "I" Industrial district is intended to provide areas suitable for general industrial, manufacturing, warehousing, and distribution activities.
Permitted Uses: Under the City of Fort Worth Zoning Ordinance, the "I" Industrial district permits as of right the following uses relevant to the property's current operation: warehouse and storage facilities; distribution and logistics centers; light and general manufacturing; truck freight terminals; and ancillary office uses. The property's current logistics and distribution use is a permitted use as of right. No conditional use permit, specific use permit, or variance is required.
Dimensional Compliance: Building setbacks, height, lot coverage, and off-street parking and loading requirements were reviewed and confirmed compliant with the standards of the "I" Industrial district. The ALTA/NSPS survey and site plan of record reflect compliance with all applicable dimensional requirements.
Overlay Districts / Special Conditions: The property is located within the AllianceTexas development area, a major master-planned industrial and commercial development in north Fort Worth. The AllianceTexas development is subject to recorded restrictive covenants and design guidelines that govern building design, site layout, landscaping, signage, and maintenance standards within the development. Breckenridge Osgood LLP reviewed the applicable restrictive covenants and design guidelines and confirmed that the property was developed in compliance with all AllianceTexas master-planned development standards and that no outstanding covenant violations exist.
Certificate of Occupancy: Issued by the City of Fort Worth Development Services Department in 2020. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Fort Worth Development Services Department, dated March 25, 2024, confirming the "I" Industrial zoning classification, the permitted status of the current logistics/distribution use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
C. Florida Properties (3 Properties)
Local Counsel: Palmetto Strauss PA Roberto Strauss, Partner 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Telephone: (305) 555-0189
Palmetto Strauss PA reviewed the zoning and land use compliance of all three Florida properties and provided a detailed local counsel memorandum dated April 4, 2024, which is attached as part of Exhibit D. In addition to confirming zoning compliance, Palmetto Strauss PA confirmed compliance with the Florida Growth Management Act, including applicable concurrency requirements, for all three Florida properties, as discussed further in Section VI.D below.
8. Lakeland Crossings Industrial
Address: 7100 Drane Field Road, Lakeland, FL 33811
Target Entity: GMP Lakeland LLC (Delaware LLC; EIN: 84-2527834)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 372,000 RSF
Year Built: 2019
Zoning Classification: IL (Industrial Light) per the City of Lakeland Land Development Code. The property is shown on the official City of Lakeland Zoning Map within the IL Industrial Light zoning district. The IL district is established to provide suitable locations for light industrial, warehouse, distribution, and related uses that are compatible with adjacent land uses and transportation infrastructure.
Permitted Uses: Under the City of Lakeland Land Development Code, the IL Industrial Light district permits as of right the following uses relevant to the property's current operation: warehouse and storage facilities; distribution centers; logistics and freight handling facilities; light manufacturing and assembly; and ancillary office uses. The property's current logistics and distribution use is a permitted use as of right under the IL classification. No conditional use, special exception, or variance is required.
Dimensional Compliance: All dimensional standards, including minimum lot area, minimum front, side, and rear setbacks, maximum building height, maximum lot coverage, and minimum off-street parking and loading ratios, were confirmed compliant through review of the ALTA/NSPS survey and comparison against the IL district standards.
Comprehensive Plan Designation: The property's future land use designation under the City of Lakeland Comprehensive Plan is "Industrial." The current logistics and distribution use is consistent with the Industrial future land use designation.
Concurrency / Growth Management: Palmetto Strauss PA confirmed that the property meets all applicable concurrency requirements under the Florida Growth Management Act (Chapter 163, Part II, Florida Statutes), including concurrency for transportation, potable water, sanitary sewer, drainage, solid waste, and parks and recreation. No concurrency reservations or development order expirations are at risk due to the entity-level transfer transaction. The development order issued in connection with the original construction of the improvements remains valid and is not affected by the change in beneficial ownership of the Target Entity.
Certificate of Occupancy: Issued by the City of Lakeland Building Division in 2019. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Lakeland Community Development Department, dated March 28, 2024, confirming the IL zoning classification, the permitted status of the current logistics use, compliance with the Industrial comprehensive plan designation, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
Cross-Reference — Environmental: This property is one of two properties in the Portfolio for which de minimis recognized environmental conditions ("RECs") were identified in the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC. The zoning and land use review for this property is unaffected by the environmental findings. Please refer to the Environmental Due Diligence Summary Memorandum for details.
9. Southport Logistics Park
Address: 3200 Southport Connector Road, Jacksonville, FL 32218
Target Entity: GMP Southport LLC (Delaware LLC; EIN: 84-2527849)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 410,000 RSF
Year Built: 2021
Zoning Classification: IL (Industrial Light) per the City of Jacksonville / Duval County Zoning Code. Jacksonville is a consolidated city-county government, and land use and zoning are administered through the Jacksonville Municipal Code. The property is shown on the official City of Jacksonville Zoning Map within the IL Industrial Light zoning district.
Permitted Uses: Warehouse, distribution, and logistics uses are permitted as of right within the IL district under the City of Jacksonville Zoning Code. The property's current logistics and distribution use is a permitted use as of right. No conditional use, exception, or variance is required.
Dimensional Compliance: All dimensional standards were confirmed compliant, including setbacks, height, lot coverage, and parking ratios.
Comprehensive Plan Designation: The property's future land use designation under the City of Jacksonville 2030 Comprehensive Plan is "Industrial." The current use is consistent with the Industrial future land use designation.
Concurrency / Growth Management: The property meets all applicable concurrency requirements under the Florida Growth Management Act. No concurrency reservations or development order expirations are at risk.
Certificate of Occupancy: Issued by the City of Jacksonville Building Inspection Division in 2021. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Jacksonville Planning and Development Department, dated March 26, 2024, confirming the IL zoning classification, the permitted status of the current logistics use, and the absence of outstanding violations. A copy is included in Exhibit A.
Status: COMPLIANT
10. Brickell Bay Office Building
Address: 1450 Brickell Avenue, Miami, FL 33131
Target Entity: GMP Brickell LLC (Delaware LLC; EIN: 84-2639932)
Property Type: Office
Rentable square Footage: 152,000 RSF
Year Built: 2019
Zoning Classification: T6-12 Urban Core (or CS — Commercial/Office equivalent designation) per the City of Miami Zoning Code, commonly known as "Miami 21." Miami 21 is a form-based transect code that replaced the City of Miami's previous Euclidean zoning ordinance. Under Miami 21, zoning is organized by transect zones that regulate building form, scale, and intensity rather than segregating uses in the traditional manner. The property is located within the T6 Urban Core transect zone, which is the highest-intensity transect zone in the Miami 21 code, and is specifically within the T6-12 subzone, which permits buildings of significant height and density in the Brickell area urban core.
Permitted Uses: Under Miami 21, office uses are classified as "Commercial" uses and are permitted by right within the T6 Urban Core transect zone. The property's current use as a multi-tenant office building is a permitted use under the T6-12 designation. Limited ground-floor commercial and retail uses, which may exist in the building's lobby or street-level spaces, are also permitted and encouraged in the T6 zone. No warrant (the Miami 21 equivalent of a conditional use permit) or exception is required for the office use.
Dimensional Compliance: Building height, setbacks, lot coverage, floor area ratio, and parking requirements were reviewed against the applicable T6-12 transect zone standards. The building was developed in compliance with all applicable form-based standards, including frontage and facade requirements, street-level activation requirements, and parking provisions. The number of parking spaces provided meets the minimum ratio required under the Miami 21 parking regulations.
Special Conditions: The property is located within the Brickell area of the City of Miami, which is subject to specific urban core design standards under Miami 21, including provisions governing building form, frontage types, lot occupation, and building disposition. Palmetto Strauss PA confirmed that the building was developed in full compliance with all applicable Brickell area design standards and that no outstanding violations or compliance issues exist.
Comprehensive Plan Designation: The property's future land use designation under the City of Miami Comprehensive Neighborhood Plan is "Restricted Commercial," which permits office and commercial uses. The current use is consistent with the comprehensive plan designation.
Concurrency / Growth Management: Meets all applicable concurrency requirements under the Florida Growth Management Act. No concurrency reservations or development order expirations are at risk.
Certificate of Occupancy: Issued by the City of Miami Building Department in 2019. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Miami Planning Department, dated March 29, 2024, confirming the T6-12 transect zone designation, the permitted status of the current office use, and the absence of outstanding violations. A copy is included in Exhibit A.
Status: COMPLIANT
D. Tennessee Properties (3 Properties)
Local Counsel: Ellsworth Ridley LLP Diane Ellsworth, Partner 424 Church Street, Suite 1500 Nashville, TN 37219 Telephone: (615) 555-0321
Ellsworth Ridley LLP reviewed the zoning and land use compliance of all three Tennessee properties and provided a detailed local counsel memorandum dated April 3, 2024, which is attached as part of Exhibit D.
11. Murfreesboro Distribution Center
Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127
Target Entity: GMP Murfreesboro LLC (Delaware LLC; EIN: 84-2527856)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 502,000 RSF
Year Built: 2020
Zoning Classification: IND (Industrial) per the City of Murfreesboro Zoning Ordinance. The property is shown on the official City of Murfreesboro Zoning Map within the IND Industrial zoning district. The IND district is intended to accommodate manufacturing, warehousing, distribution, and related industrial and commercial activities in appropriate locations served by adequate transportation infrastructure.
Permitted Uses: Under the City of Murfreesboro Zoning Ordinance, the IND Industrial district permits as of right the following uses: warehouse and storage facilities; distribution centers; manufacturing and assembly; logistics and freight handling operations; truck terminals; and ancillary office uses. The property's current logistics and distribution use is a permitted use as of right. No conditional use permit, special exception, or variance is required.
Dimensional Compliance: All dimensional standards were confirmed compliant through review of the ALTA/NSPS survey and the applicable IND district regulations. Building setbacks, height, lot coverage, and off-street parking and loading ratios all meet or exceed the minimum requirements.
Overlay Districts / Special Conditions: No overlay districts or special zoning conditions apply to this property. The property is not located within any planned unit development, historic overlay, or design review district.
Certificate of Occupancy: Issued by the City of Murfreesboro Building and Codes Department in 2020. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Murfreesboro Planning Department, dated March 22, 2024, confirming the IND zoning classification, the permitted status of the current logistics/distribution use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
12. Cool Springs Office Park
Address: 5000 Virginia Way, Brentwood, TN 37027
Target Entity: GMP Cool Springs LLC (Delaware LLC; EIN: 84-2639925)
Property Type: Office
Rentable square Footage: 196,000 RSF
Year Built: 2016
Zoning Classification: CS (Commercial Service) / O (Office) per the City of Brentwood Zoning Ordinance. The property is classified in the CS Commercial Service district, which permits a range of commercial and office uses. The CS district is intended to provide locations for service-oriented commercial activities and professional office development. The property is shown on the official City of Brentwood Zoning Map within the CS district.
Permitted Uses: Office and professional service uses are permitted as of right within the CS district under the City of Brentwood Zoning Ordinance. The property's current use as a multi-tenant office building is a permitted use. No conditional use permit, special exception, or variance is required.
Dimensional Compliance: All dimensional standards were confirmed compliant, including setbacks, height, lot coverage, FAR, and parking ratios.
Overlay Districts / Special Conditions: The property is located within the Cool Springs mixed-use area in Brentwood, which is subject to specific area-wide design guidelines addressing building orientation, architectural character, landscaping, pedestrian connectivity, and signage. Ellsworth Ridley LLP confirmed that the property was developed in compliance with all applicable Cool Springs area design guidelines and that no outstanding design review violations or compliance issues exist.
Certificate of Occupancy: Issued by the City of Brentwood Codes Administration Department in 2016. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Brentwood Planning Commission / Planning Department, dated March 26, 2024, confirming the CS zoning classification, the permitted status of the current office use, and the absence of outstanding violations. A copy is included in Exhibit A.
Status: COMPLIANT
13. Mount Juliet Commerce Park
Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122
Target Entity: GMP Mount Juliet LLC (Delaware LLC; EIN: 84-2741070)
Property Type: Logistics / Warehouse / Distribution
Rentable square Footage: 298,000 RSF
Year Built: 2021
Zoning Classification: IND (Industrial) per the City of Mount Juliet Zoning Ordinance. The property is shown on the official City of Mount Juliet Zoning Map within the IND Industrial zoning district. The IND district provides areas for warehousing, distribution, light manufacturing, and related industrial and logistics activities.
Permitted Uses: Warehouse, distribution, and logistics uses are permitted as of right within the IND district under the City of Mount Juliet Zoning Ordinance. The property's current use is a permitted use as of right. No conditional use permit, special exception, or variance is required.
Dimensional Compliance: All dimensional standards were confirmed compliant, including setbacks, height, lot coverage, and parking ratios.
Overlay Districts / Special Conditions: No overlay districts or special zoning conditions apply. The property is not located within any planned unit development, design review district, or historic overlay.
Certificate of Occupancy: Issued by the City of Mount Juliet Building Department in 2021. Current and valid. No outstanding violations or open permits.
Pending Applications: None.
Zoning Confirmation Letter: Obtained from the City of Mount Juliet Planning Department, dated March 25, 2024, confirming the IND zoning classification, the permitted status of the current logistics use, and the absence of outstanding violations. A copy is included in Exhibit A.
Status: COMPLIANT
E. North Carolina Properties (1 Property)
Local Counsel: Haversham Cole PLLC Marshall Haversham, Partner 301 South College Street, Suite 1400 Charlotte, NC 28202 Telephone: (704) 555-0298
Haversham Cole PLLC reviewed the zoning and land use compliance of the single North Carolina property and provided a local counsel memorandum dated April 1, 2024, which is attached as part of Exhibit D.
14. SouthPark Corporate Center
Address: 6200 Fairview Road, Charlotte, NC 28210
Target Entity: GMP SouthPark LLC (Delaware LLC; EIN: 84-2639918)
Property Type: Office
Rentable square Footage: 218,000 RSF
Year Built: 2017
Zoning Classification: O-2 (Office) / MUDD-O (Mixed-Use Development District — Office) per the City of Charlotte / Mecklenburg County Unified Development Ordinance ("UDO"). The property is located within an area of Charlotte that has been rezoned under the MUDD (Mixed-Use Development District) conditional zoning provisions, with an office-oriented development plan. The MUDD-O designation permits a range of office, institutional, and limited commercial uses at a scale and intensity appropriate for the SouthPark area. The property is shown on the official City of Charlotte Zoning Map within the MUDD-O district.
Permitted Uses: Under the Charlotte UDO, the MUDD-O district permits office uses, professional service establishments, financial institutions, and limited ground-floor commercial uses as of right, consistent with the approved MUDD site plan. The property's current use as a multi-tenant office building is a permitted use under the MUDD-O classification. No conditional use permit, special exception, or variance is required for the office use.
Dimensional Compliance: Building height, front, side, and rear setbacks, floor area ratio, lot coverage, off-street parking, and landscaping buffer requirements were confirmed compliant with the applicable standards of the MUDD-O district and the approved MUDD site plan. The ALTA/NSPS survey reflects compliance with all dimensional requirements.
Overlay Districts / Special Conditions: The property is located within the SouthPark area of Charlotte, which is subject to specific area plan design standards governing building placement, architectural design, pedestrian access, streetscape, and open space. Haversham Cole PLLC confirmed that the property was developed in compliance with all applicable SouthPark area plan design standards and that no outstanding violations or compliance issues exist. The original MUDD conditional zoning plan was approved by the Charlotte City Council and is on file with the Charlotte-Mecklenburg Planning Department.
Certificate of Occupancy: Issued by the City of Charlotte / Mecklenburg County Code Enforcement Division in 2017. Current and valid. No outstanding building code violations or open permits were identified.
Pending Applications: None. No pending rezoning petitions, MUDD amendments, variance applications, or other land use proceedings are pending with respect to this property.
Zoning Confirmation Letter: Obtained from the City of Charlotte Planning, Design, and Development Department / Mecklenburg County, dated March 28, 2024, confirming the MUDD-O zoning classification, the permitted status of the current office use, and the absence of outstanding zoning violations. A copy is included in Exhibit A.
Status: COMPLIANT
V. Summary of Zoning Confirmation Letters
The following table summarizes the zoning confirmation letter status for all 14 properties in the Portfolio:
Result: 14 of 14 zoning confirmation letters obtained. All properties confirmed compliant.
Copies of all 14 zoning confirmation letters are attached hereto as Exhibit A. Zoning map excerpts for all 14 properties are attached as Exhibit B. Excerpts of the applicable zoning ordinance provisions (including permitted uses tables for each relevant zoning district) are attached as Exhibit C.
VI. Special Zoning Considerations
A. Entity-Level Transfer — No Rezoning Trigger
As noted in Section II above, the transaction is structured as a transfer of membership interests in the 14 Target Entity LLCs rather than a conveyance of fee simple title to the underlying real properties. This structural feature has important implications for the zoning and land use analysis.
Because the transaction involves the acquisition of 100% of the membership interests in each Target Entity LLC, there is no conveyance of real property. No new deed will be recorded. No transfer stamps, documentary stamps, or real property transfer taxes will be triggered in most jurisdictions (the specific transfer tax analysis is addressed in the Tax Memorandum, Matter No. 1036-00004-TX). Most significantly for purposes of this memorandum, no new subdivision approval, site plan review, development order, or land use approval is triggered by the ownership change.
The Target Entities will remain the record fee simple owners of the respective properties following closing. Only the upstream ownership of the Target Entities — i.e., the identity of the sole member of each Delaware LLC — will change from GMP Fund III (as the current sole member) to Fairwater (as the new sole member). The real property records will continue to reflect the Target Entities as the fee owners of record.
C&H requested that local counsel in each of the five jurisdictions specifically confirm whether the entity-level change of control constitutes a "change of use," a "change of ownership" triggering site plan review, or any other event that would require rezoning, site plan review, or development approval under the applicable local zoning ordinance or land development code. Each local counsel firm confirmed as follows:
• Talmadge Beaumont LLP (Georgia): Confirmed that the change of control at the entity level does not constitute a "change of use" or trigger any rezoning, site plan review, or development approval requirement under the zoning ordinances of the City of Fairburn, the City of Atlanta, or the City of Peachtree Corners.
• Breckenridge Osgood LLP (Texas): Confirmed that the entity-level transfer does not trigger any land use approval or permitting requirement under the City of Houston's Chapter 42 development regulations, the City of Fort Worth Zoning Ordinance, or Harris County development regulations.
• Palmetto Strauss PA (Florida): Confirmed that the change of control does not constitute a "change of use" or trigger development order review, concurrency re-evaluation, or site plan amendment under the land development codes of the City of Lakeland, the City of Jacksonville, or the City of Miami (Miami 21).
• Ellsworth Ridley LLP (Tennessee): Confirmed that the entity-level transfer does not trigger any rezoning, site plan, or development approval requirement under the zoning ordinances of the City of Murfreesboro, the City of Brentwood, or the City of Mount Juliet.
• Haversham Cole PLLC (North Carolina): Confirmed that the entity-level transfer does not trigger any rezoning, MUDD amendment, site plan review, or development approval requirement under the City of Charlotte / Mecklenburg County Unified Development Ordinance.
Accordingly, no new land use approvals of any kind are required in connection with the closing of the transaction.
B. Nonconforming Use Analysis
C&H specifically analyzed whether any of the 14 properties in the Portfolio operates as a legal nonconforming use (also commonly referred to as a "grandfathered" use). A legal nonconforming use arises when a property's use was lawfully established under a prior zoning classification but does not conform to the current zoning district as a result of a subsequent amendment to the zoning ordinance or rezoning of the property.
None of the 14 properties operates as a legal nonconforming use. All properties in the Portfolio were constructed after the adoption of the current zoning classifications applicable to each property and received their certificates of occupancy under the current zoning districts. All buildings were constructed between 2016 and 2021. Local counsel in each jurisdiction confirmed that the zoning classifications applicable to all 14 properties have not changed since the time of original permitting and construction.
This finding is significant because legal nonconforming uses are typically subject to restrictions on expansion, modification, and restoration following damage or destruction. The absence of any nonconforming use status means that all 14 properties retain their full development rights under the applicable zoning classifications, including the right to expand, modify, or rebuild the existing improvements (subject to compliance with current dimensional standards and applicable permitting requirements).
C. Houston / Harris County — No Traditional Zoning
As discussed in the property-level analyses for Properties #5 (Westlake Distribution Hub) and #6 (Katy Freeway Logistics Park), the Houston metropolitan area does not impose traditio

MEMORANDUM

MATTER NO.: 1036-00004

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