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EXHIBIT V

FORM OF POST-CLOSING PRORATION TRUE-UP STATEMENT

Reference: This Form of Post-Closing Proration True-Up Statement (this "True-Up Statement") is attached as Exhibit V to that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024, as so amended, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

SECTION 1 GENERAL INSTRUCTIONS AND METHODOLOGY

1.1 Purpose. This Post-Closing Proration True-Up Statement (this "True-Up Statement") sets forth the final prorations and adjustments between Buyer and Seller for all items that were preliminarily prorated at Closing pursuant to Section 9.4 of the Agreement and the Preliminary Closing Proration Statement delivered at Closing on June 6, 2024 (the "Preliminary Statement"). The purpose of this True-Up Statement is to replace the estimated amounts utilized in the Preliminary Statement with actual amounts, to the extent such actual amounts are now known or reasonably determinable, and to calculate the net adjustment amount payable by one Party to the other Party as a result of the differences between the preliminary prorations and the final prorations set forth herein.

The True-Up Statement shall be prepared and delivered by Buyer to Seller within ninety (90) days following the Closing Date (i.e., no later than September 4, 2024, based on the Closing Date of June 6, 2024). The Parties acknowledge that certain items, including without limitation real property tax bills and CAM/operating expense reconciliations, may not be finally determinable within such ninety (90) day period, in which case such items shall be estimated based on the best information then available and shall remain subject to further adjustment upon receipt of final bills, assessments, or reconciliation statements, as expressly provided herein and in Section 9.4 of the Agreement.

1.2 Preparation Responsibility

(a) Buyer shall prepare this True-Up Statement and deliver a complete copy thereof to Seller, together with reasonable supporting documentation for each line item, including without limitation copies of final tax bills, utility invoices, rent collection reports, CAM/operating expense reconciliation statements, insurance premium documentation, security deposit ledgers, and such other documentation as may be reasonably necessary to verify the amounts set forth herein. Buyer shall use commercially reasonable efforts to compile complete and accurate information for each category of proration item described in Section 2 below.

(b) Seller shall have fifteen (15) business days following receipt of the True-Up Statement and all required supporting documentation to review the True-Up Statement and either (i) approve the True-Up Statement in writing by executing Section 4.2 below, or (ii) deliver written objection to Buyer specifying with reasonable particularity each item to which Seller objects, the basis for such objection, and Seller's proposed alternative calculation for each disputed item. Any line item not specifically identified in Seller's written objection shall be deemed accepted by Seller.

(c) If Seller delivers a timely written objection pursuant to clause (b) above, the Parties shall negotiate in good faith for a period of ten (10) business days following Buyer's receipt of Seller's objection (the "Negotiation Period") to resolve any disputed items. Each Party shall make available to the other Party, upon reasonable request, such books, records, invoices, contracts, and other documentation as may be reasonably necessary to resolve the disputed items.

(d) If the Parties are unable to resolve all disputed items within the Negotiation Period, the remaining disputed items (and only the remaining disputed items) shall be submitted to an independent certified public accounting firm mutually acceptable to Buyer and Seller (the "Independent Accountant") for final and binding determination. If the Parties are unable to agree on the identity of the Independent Accountant within five (5) business days following the expiration of the Negotiation Period, either Party may request that the Atlanta office of the American Arbitration Association appoint an Independent Accountant with experience in commercial real estate accounting. The Independent Accountant shall render its determination within thirty (30) days following submission of the disputed items and shall not assign a value to any disputed item that is greater than the value assigned by the Party proposing the higher value or less than the value assigned by the Party proposing the lower value. The fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The determination of the Independent Accountant shall be final and binding upon the Parties, absent manifest error.

1.3 Proration Date

All prorations set forth in this True-Up Statement are calculated as of 12:01 a.m., Eastern Time, on the Closing Date, June 6, 2024 (the "Proration Date"). For all purposes of this True-Up Statement:

(a) Seller shall be responsible for, and entitled to, all income and expense items attributable to the period prior to 12:01 a.m., Eastern Time, on June 6, 2024 (the "Seller's Period"); and

(b) Buyer shall be responsible for, and entitled to, all income and expense items attributable to the period from and after 12:01 a.m., Eastern Time, on June 6, 2024 (the "Buyer's Period").

For purposes of calculating per-diem prorations, the Parties acknowledge and agree that calendar year 2024 is a leap year consisting of three hundred sixty-six (366) days. The Seller's Period for calendar year 2024 prorations encompasses the period from January 1, 2024, through and including June 5, 2024, which equals one hundred fifty-seven (157) days. The Buyer's Period for calendar year 2024 prorations encompasses the period from June 6, 2024, through and including December 31, 2024, which equals two hundred nine (209) days. Accordingly, unless otherwise specified for a particular line item, Seller's pro rata share of annual items shall be calculated as 157/366, and Buyer's pro rata share of annual items shall be calculated as 209/366.

1.4 Portfolio Scope

This True-Up Statement covers all fourteen (14) real properties (each a "Property" and collectively, the "Portfolio") acquired by Buyer at Closing through the acquisition of one hundred percent (100%) of the membership interests in each of the following Target Entities, each of which is a Delaware limited liability company and the owner of the Property identified beside its name:

Each Target Entity holds fee simple title to its respective Property, and all assets, liabilities, operating accounts, tenant leases, service contracts, and other items associated with each Property are held at the Target Entity level. References in this True-Up Statement to a "Property" include all improvements, fixtures, appurtenances, and other real and personal property owned by the applicable Target Entity as of the Closing Date.

1.5 Payment Mechanics

Upon final determination of the net adjustment amount set forth in Section 3 below, the Party owing the net adjustment (the "Owing Party") shall pay the net adjustment amount to the other Party (the "Receiving Party") within ten (10) business days following the earlier of (i) the date on which the Parties mutually agree upon the final True-Up Statement (evidenced by execution of Section 4 below by both Parties), or (ii) the date of receipt by both Parties of the Independent Accountant's final determination, if applicable (the "Payment Date"). Payment shall be made by wire transfer of immediately available funds to the account designated by the Receiving Party in writing at least two (2) business days prior to the Payment Date. The wire transfer instructions for each Party are set forth in Section 3.3 below.

Any amounts not paid when due under this True-Up Statement shall bear interest at the rate of the lesser of (x) the prime rate published in The Wall Street Journal on the applicable Payment Date plus two percent (2.0%) per annum, and (y) the maximum rate permitted by applicable law, calculated on a daily basis from the Payment Date through the date of actual payment. The obligation of the Parties to make any payment required under this True-Up Statement shall survive the Closing and shall not merge with any deed, assignment, or other conveyance instrument delivered at Closing.

SECTION 2

TRUE-UP STATEMENT — LINE ITEM SCHEDULE

PART A: REAL PROPERTY TAXES

Description. This Part A sets forth the true-up of real property taxes (including ad valorem taxes, special assessments, and any other similar impositions levied by applicable taxing jurisdictions) for each Property in the Portfolio. At Closing, real property taxes were prorated based on the preliminary estimates set forth in the Preliminary Statement. This Part A recalculates Seller's share and Buyer's share based on actual tax bills, to the extent available, or the most current assessment and millage rate information.

Proration Table:

Summary:

If the Net True-Up Adjustment is a positive number, Seller owes an additional credit to Buyer. If the Net True-Up Adjustment is a negative number, Buyer owes a credit to Seller.

Notes to Part A:

(i) Unavailable Tax Bills. If actual final tax bills have not been received for any Property as of the date of this True-Up Statement, the actual tax amount for such Property shall be estimated using the most recently available assessed value for such Property as determined by the applicable county tax assessor's office and the applicable millage rate or tax rate in effect for tax year 2024. Any such estimated amount shall be subject to further adjustment upon receipt of the final tax bill for such Property, and the Parties agree to cooperate in good faith to complete such further adjustment within thirty (30) days of receipt of such final bill. Buyer shall promptly notify Seller upon receipt of any final tax bill for a Property for which the tax amount was estimated in this True-Up Statement.

(ii) Supplemental and Reassessment Taxes. Any supplemental tax, reassessment tax, roll-back tax, or similar additional tax levied against a Property as a result of a change in ownership, change in use, or reassessment triggered by the transactions contemplated by the Agreement shall be allocated between the Parties based on the Proration Date. Any such supplemental or reassessment taxes attributable to the period prior to the Proration Date shall be Seller's sole responsibility. Any such supplemental or reassessment taxes attributable to the period from and after the Proration Date shall be Buyer's sole responsibility. For the avoidance of doubt, any reassessment that is triggered by a change of ownership resulting from the Closing shall be prorated as of the Proration Date, with Seller bearing its pro rata share of the increased assessment for the Seller's Period.

(iii) State-Specific Considerations.

(A) Georgia (Fairfield Logistics Center I, Fairfield Logistics Center II, Buckhead Place Office Tower, Peachtree Corners Logistics Center). Georgia ad valorem taxes are assessed and billed on a calendar year basis with payment generally due by December 20 of the tax year. Tax bills are typically issued in the fall. If 2024 tax bills have not been issued as of the date of this True-Up Statement, the 2024 taxes shall be estimated based on the 2023 assessed value and the 2024 millage rate (or the 2023 millage rate if the 2024 rate has not yet been established).

(B) Texas (Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center). Texas ad valorem taxes are assessed on a calendar year basis, with appraisal notices typically issued in April and tax bills issued in October, payable without penalty by January 31 of the following year. Texas does not impose a state income tax. The Parties acknowledge that Texas property tax protests may be pending for the 2024 tax year, and any reduction in assessed value resulting from such protests shall be allocated between the Parties based on the Proration Date. Buyer shall cooperate with Seller in pursuing any pending tax protests for tax year 2024 to the extent such protests were initiated by Seller or a Target Entity prior to Closing.

(C) Florida (Lakeland Crossings Industrial, Southport Logistics Park, Brickell Bay Office Building). Florida ad valorem taxes are assessed on a calendar year basis. The TRIM (Truth in Millage) notices are typically issued in August, and tax bills are issued in November, with discounts available for early payment. The Parties acknowledge that the Florida homestead exemption does not apply to any Property in the Portfolio. For purposes of this True-Up Statement, early payment discounts, if applicable, shall be shared between the Parties on a pro rata basis.

(D) Tennessee (Murfreesboro Distribution Center, Cool Springs Office Park, Mount Juliet Commerce Park). Tennessee ad valorem taxes are assessed on a calendar year basis. Tennessee conducts property reassessments on a rotating four-year cycle, and the Parties acknowledge that any applicable reappraisal for the 2024 tax year shall be reflected in the actual tax amounts. Tax bills are typically due October 1 of the tax year.

(E) North Carolina (SouthPark Corporate Center). North Carolina ad valorem taxes are assessed on a calendar year basis and are typically billed in July or August. Mecklenburg County reassesses real property on a four-year cycle; the most recent revaluation was effective January 1, 2023. The 2024 tax rate has been applied (or, if not yet available, the 2023 tax rate has been used as an estimate).

PART B: RENTS AND OTHER TENANT REVENUES

Description. This Part B sets forth the true-up of base rents, additional rents, and other tenant revenues collected or collectible with respect to each Property in the Portfolio. At Closing, rents were prorated on a per-diem basis as of the Proration Date, with credits given to Buyer for prepaid rents and adjustments made for known rent arrearages. This Part B reconciles the preliminary proration with actual rent collections and addresses the allocation of post-closing rent collections attributable to pre-closing periods.

Portfolio-Level Summary:

Top Five Tenants by Annual Base Rent (for Reference):

Line-Item Proration Table (by Property — Tenant Detail on Attached Schedule B):

Methodology Notes to Part B:

(i) Base Rent Proration. Base rent for the month of June 2024 was prorated at Closing as of the Proration Date, with Seller entitled to base rent for the period from June 1 through June 5 (5 days) and Buyer entitled to base rent for the period from June 6 through June 30 (25 days), in each case calculated on a per-diem basis (monthly base rent ÷ 30 days). This True-Up Statement confirms or adjusts such proration based on actual rent collections.

(ii) Post-Closing Collections Attributable to Pre-Closing Periods. Any base rent received by Buyer or any Target Entity after Closing that is attributable to any period prior to the Proration Date (including, without limitation, rent arrearages for the months of April, May, or the Seller's portion of June 2024) shall be remitted to Seller within fifteen (15) business days following receipt thereof, net of Buyer's reasonable, documented, out-of-pocket costs of collection actually incurred. Buyer shall provide Seller with a written accounting of all such collections and costs of collection on a monthly basis.

(iii) Application of Delinquent Rent Payments. Delinquent rents collected by Buyer or any Target Entity after Closing from tenants who were delinquent as of the Proration Date shall be applied in the following order of priority: first, to rent and other charges owed for the calendar month in which such payment is received; second, to rent and other charges owed for the calendar month immediately preceding the month in which such payment is received; and thereafter, to past-due amounts in reverse chronological order (i.e., most recent past-due amounts first). Any amounts so applied to the Seller's Period shall be remitted to Seller as provided in clause (ii) above.

(iv) Percentage Rent. Percentage rent, if any, is addressed separately in Part G below and is not included in the base rent amounts set forth in this Part B.

(v) Collection Efforts. Buyer shall use commercially reasonable efforts to collect all delinquent rent amounts owed by tenants for periods attributable to the Seller's Period; provided, however, that Buyer shall not be obligated to commence litigation, engage outside counsel, or incur material expense in connection with such collection efforts. Buyer shall not waive, discount, or settle any tenant's obligation to pay delinquent rent attributable to the Seller's Period without Seller's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Seller shall retain the right, at Seller's sole cost and expense, to pursue collection of delinquent amounts attributable to the Seller's Period directly against any tenant, subject to the limitation that Seller shall not commence any eviction proceeding or take any action that would disturb any tenant's occupancy or interfere with Buyer's relationship with any tenant.

(vi) Free Rent and Abatement Periods. Any free rent, rent abatement, or rent concession period in effect as of the Proration Date shall be allocated between the Parties as provided in Section 9.4(f) of the Agreement. To the extent any free rent or abatement period spans the Proration Date, the economic cost of such free rent or abatement shall be borne by the Party during whose period the free rent or abatement accrues.

PART C: CAM / OPERATING EXPENSE RECONCILIATION

Description. This Part C addresses the true-up of common area maintenance ("CAM") charges, operating expense recoveries, and other expense reimbursements billed to and collected from tenants, as compared to actual operating expenses incurred by the Target Entities. At Closing, the Parties agreed to a holdback in the amount of $1,850,000 (the "CAM/OpEx Reconciliation Reserve") to cover potential shortfalls arising from the annual CAM/operating expense reconciliation process for both the 2023 and 2024 calendar years.

Proration Table (by Property):

Methodology Notes to Part C:

(i) 2023 Calendar Year Reconciliation. If the annual CAM/operating expense reconciliation for the 2023 calendar year with tenants at any Property had not been fully completed and settled prior to Closing, Seller is responsible for one hundred percent (100%) of any shortfall resulting from the reconciliation (i.e., the amount by which actual operating expenses exceeded estimated operating expense recoveries billed to and collected from tenants for the 2023 calendar year). Conversely, Seller is entitled to one hundred percent (100%) of any surplus resulting from the 2023 reconciliation (i.e., the amount by which estimated operating expense recoveries collected from tenants exceeded actual operating expenses for the 2023 calendar year). Buyer shall prepare and deliver (or cause the applicable Target Entity to prepare and deliver) 2023 year-end reconciliation statements to tenants in accordance with the terms of their respective leases, and Buyer shall remit to Seller or charge to Seller, as applicable, the Seller's share of such reconciliation amounts.

(ii) 2024 Calendar Year Reconciliation. For the 2024 calendar year, CAM/operating expense reconciliation amounts shall be prorated between the Parties as of the Proration Date, with Seller responsible for 157/366 of any shortfall (or entitled to 157/366 of any surplus) and Buyer responsible for 209/366 of any shortfall (or entitled to 209/366 of any surplus). The 2024 reconciliation will be finalized following the end of the 2024 calendar year; this True-Up Statement sets forth estimated 2024 amounts based on the most current operating expense data available. The Parties agree to perform a further true-up of the 2024 CAM/operating expense reconciliation within sixty (60) days following the completion of the 2024 year-end reconciliation process for each Property.

(iii) Application of CAM/OpEx Reconciliation Reserve. The $1,850,000 CAM/OpEx Reconciliation Reserve withheld at Closing shall be applied against any net amounts owed by Seller under this Part C, including amounts owed for both the 2023 and 2024 calendar year reconciliations. If the aggregate amount owed by Seller under this Part C is less than $1,850,000, the excess shall be returned to Seller within ten (10) business days following the final determination of all amounts under this Part C. If the aggregate amount owed by Seller under this Part C exceeds $1,850,000, Seller shall pay the deficiency to Buyer within ten (10) business days following the final determination of all amounts under this Part C.

(iv) Gross-Up Provisions. To the extent any lease contains a "gross-up" provision requiring the landlord to calculate operating expenses as if the building were ninety-five percent (95%) occupied (or such other occupancy threshold as specified in the lease), such gross-up calculations shall be applied consistently with the terms of the applicable lease and prior practice of the Target Entities.

(v) Capital Expense Exclusions. Operating expenses subject to reconciliation shall not include capital expenditures except to the extent that the applicable lease permits recovery of amortized capital expenditures as an operating expense. Any capital expenditure amortization included in operating expense recoveries shall be calculated in accordance with the terms of the applicable lease and consistently with prior practice.

PART D: UTILITY CHARGES

Description. This Part D addresses the true-up of utility charges for each Property, including electric, natural gas, water and sewer, trash removal, and telecommunications charges paid by the applicable Target Entity as landlord. At Closing, utility charges were estimated and prorated on a per-diem basis. This Part D reconciles such estimates with actual utility charges based on final meter readings and invoices.

Proration Table (by Property):

Methodology Notes to Part D:

(i) Final Meter Readings. Where possible, final meter readings were obtained as close to the Proration Date as practicable. The actual meter read dates varied by Property and utility provider, but in all cases the meter read occurred within five (5) business days of the Proration Date. Any charges attributable to the period between the final meter read date and the Proration Date have been prorated on a per-diem basis using the average daily consumption for the applicable billing cycle.

(ii) Per-Diem Estimates. Where final meter readings were not available or could not be obtained from the utility provider in a timely manner, utility charges have been prorated on a per-diem basis using the most recent complete billing period as the basis for calculating average daily charges. The Parties acknowledge that seasonal variations in utility consumption may result in minor inaccuracies when per-diem estimates are employed, and the Parties agree that such per-diem estimates shall be deemed final and binding absent manifest error or a variance of more than ten percent (10%) from actual charges when subsequently determined.

(iii) Tenant-Paid Utilities. Utility charges that are directly metered to and paid by individual tenants pursuant to the terms of their respective leases are not included in this Part D and are not subject to proration between the Parties, except to the extent the applicable Target Entity (as landlord) is contractually obligated to reimburse any tenant for utility charges or to pay any utility charge directly and recover such charge from the tenant as additional rent.

(iv) Utility Deposits. Any utility deposits held by utility providers that were transferred or assigned to Buyer at Closing, or that were refunded to Seller after Closing, are addressed in Part H (Other Income and Expense Items) below.

PART E: INSURANCE PREMIUMS

Description. This Part E addresses the true-up of insurance premiums for each Property. The Parties acknowledge that Seller's existing insurance policies covering the Properties were not assumed by Buyer at Closing; rather, Buyer bound new insurance policies with Ironclad Indemnity Insurance Company and its affiliates, effective as of the Closing Date. Accordingly, the proration of insurance premiums relates solely to (a) the allocation of any prepaid premiums credited or refunded to Seller attributable in part to the post-Closing period, and (b) any existing insurance policies that were maintained for a limited transition period following Closing.

Proration Table (by Property):

Methodology Notes to Part E:

(i) No Assumption of Existing Policies. Buyer did not assume any of Seller's existing insurance policies at Closing. Buyer procured replacement insurance coverage for all Properties through Ironclad Indemnity Insurance Company, Policy Nos. IIC-CRE-2024-4701 through IIC-CRE-2024-4714, effective as of the Closing Date. The premiums for Buyer's replacement policies are Buyer's sole responsibility and are not subject to proration.

(ii) Cancellation Refunds. To the extent Seller cancelled any existing insurance policies covering the Properties after Closing and received refunds of unearned premiums attributable to any period from and after the Proration Date, appropriate credits to Buyer shall be reflected in this Part E. Seller shall provide Buyer with documentation of all premium refunds received, including cancellation notices and refund checks or electronic payment confirmations.

(iii) Transition Period Policies. To the extent any existing insurance policies were maintained during a transition period following Closing (for example, umbrella or excess liability policies that could not be cancelled on short notice), the premiums for such transition period policies shall be prorated on a per-diem basis, with Seller bearing the cost through the Proration Date and Buyer bearing the cost from the Proration Date through the date of cancellation.

(iv) Builder's Risk and Other Special Policies. Any builder's risk insurance, environmental liability insurance, or other specialty insurance policies maintained by Seller or any Target Entity with respect to specific capital projects or environmental conditions at any Property shall not be subject to proration, and the allocation of premiums for such policies shall be governed by the specific provisions of the Agreement applicable to such matters.

PART F: SECURITY DEPOSITS

Description. This Part F addresses the true-up of tenant security deposits for each Property in the Portfolio. Because the transaction was structured as an acquisition of one hundred percent (100%) of the membership interests in each Target Entity, all cash security deposits held by the Target Entities in their respective bank accounts at Magnolia Commerce Bank, N.A. were effectively transferred to Buyer at Closing as part of the entity-level acquisition, without the need for a separate transfer or wire of funds. This Part F reconciles the security deposit balances transferred at Closing with any post-Closing adjustments.

Security Deposit Summary (by Property):

Methodology Notes to Part F:

(i) Entity-Level Transfer. All cash security deposits were held by the respective Target Entities in deposit accounts at Magnolia Commerce Bank, N.A., and were transferred to Buyer as part of the entity-level acquisition at Closing. No separate wire transfer or payment of security deposit amounts was required at Closing. The aggregate amount of tenant security deposits held across all fourteen (14) Target Entities and transferred at Closing was $4,283,000.

(ii) Letters of Credit. To the extent any tenant has posted a letter of credit in lieu of or in addition to a cash security deposit, such letter of credit was either (A) transferred, amended, or reissued in favor of the applicable Target Entity (which remained the named beneficiary) or Buyer, as applicable, at or promptly following Closing, or (B) addressed in accordance with the provisions of Section 9.4(h) of the Agreement. Any costs of transferring, amending, or reissuing letters of credit are addressed in Part H below.

(iii) Pre-Closing Applications. If any security deposit was applied by Seller or any Target Entity prior to Closing against a tenant's unpaid obligations (including rent arrearages, damages to premises, or other defaults) and such application was not reflected in the Preliminary Statement, a credit to Buyer shall be reflected in this Part F equal to the amount of the security deposit so applied. Seller shall provide documentation of any such application, including notices sent to tenants and accounting records reflecting the application.

(iv) Post-Closing Returns. If any tenant is entitled to a return of all or any portion of its security deposit for events or circumstances arising during or attributable to the Seller's Period (including without limitation early lease termination rights exercised prior to Closing, security deposit reduction milestones achieved prior to Closing, or overpayments made prior to Closing), Seller shall reimburse Buyer or the applicable Target Entity for the amount of such returned security deposit within fifteen (15) business days following Buyer's written demand therefor, together with reasonable supporting documentation.

(v) Interest on Security Deposits. To the extent any lease or applicable law requires the payment of interest on security deposits, Seller shall be responsible for any interest accrued and payable on security deposits through the Proration Date, and Buyer shall be responsible for any interest accrued and payable from and after the Proration Date.

PART G: PERCENTAGE RENT

Description. This Part G addresses the true-up of percentage rent payable by certain tenants pursuant to the terms of their respective leases. Percentage rent, where applicable, is typically calculated based on a tenant's gross sales exceeding a specified breakpoint amount during the applicable percentage rent period (which may be a calendar year or a lease year, depending on the terms of the particular lease).

Proration Table:

Methodology Notes to Part G:

(i) Proration Methodology. Percentage rent, if any, shall be prorated based on the percentage of the applicable percentage rent period occurring prior to and after the Proration Date. For example, if the applicable percentage rent period is a calendar year, Seller's share of percentage rent shall equal the total percentage rent for the 2024 calendar year multiplied by a fraction, the numerator of which is the number of days in the calendar year prior to the Proration Date (157 days) and the denominator of which is 366 days. If the applicable percentage rent period is a lease year that does not coincide with the calendar year, the proration fraction shall be adjusted accordingly to reflect the number of days in the applicable lease year occurring prior to and after the Proration Date.

(ii) Final True-Up. The amounts set forth in this Part G are preliminary estimates based on historical sales data and projections. Final true-up of percentage rent shall occur upon receipt of tenant sales reports for the applicable percentage rent period, which are typically delivered by tenants within sixty (60) to ninety (90) days following the end of the applicable percentage rent period. Upon receipt of final tenant sales reports, the Parties shall cooperate in good faith to calculate the final percentage rent amounts and any resulting adjustments.

(iii) Audit Rights. Buyer shall preserve and not waive any audit rights with respect to tenant sales reports that may affect percentage rent payable for any percentage rent period that includes the Seller's Period. Seller shall have the right, at Seller's sole cost, to participate in any audit of tenant sales reports to the extent such audit relates to a percentage rent period that includes the Seller's Period.

PART H: OTHER INCOME AND EXPENSE ITEMS

Description. This Part H addresses the true-up of miscellaneous income and expense items not specifically covered in Parts A through G above, including parking revenue, antenna and telecommunications license fees, late fees, interest income on operating accounts, management fees, and other sundry items.

Proration Table:

Methodology Notes to Part H:

(i) Management Fees. Property management fees payable to Argyle Property Services LLC ("Argyle") for services rendered through the Proration Date are Seller's sole obligation. Effective as of the Closing Date, property management for all fourteen (14) Properties transitioned to Fairwater Property Management LLC ("Fairwater PM"), an affiliate of Buyer. All management fees payable to Fairwater PM from and after the Closing Date are Buyer's sole responsibility and are not subject to proration. Any termination fees or early termination penalties payable to Argyle in connection with the termination of the property management agreements upon Closing are Seller's sole obligation, as provided in Section 6.12 of the Agreement.

(ii) Transition Services Agreement. The fees payable by Buyer to Seller (or Seller's designee) under that certain Transition Services Agreement dated as of the Closing Date (the "TSA") in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month for a period of ninety (90) days (aggregate amount of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000)) are Buyer's post-Closing obligation and are not subject to proration under this True-Up Statement. The TSA fees are payable in accordance with the terms of the TSA and are referenced herein for informational and completeness purposes only.

(iii) Parking Revenue. Parking revenue from monthly contract parking and transient daily parking (including at the Buckhead Place Office Tower parking garage, which generates significant parking income) shall be prorated on a per-diem basis as of the Proration Date. Monthly contract parking revenue received by Buyer for the month of June 2024 shall be allocated between the Parties based on the number of days in June attributable to each Party (5 days to Seller; 25 days to Buyer). Transient parking revenue collected post-Closing for the Seller's Period, if any, shall be remitted to Seller.

(iv) Antenna/Telecom License Fees. License fees payable by telecommunications carriers, wireless operators, and other licensees for the installation and operation of antennae, satellite dishes, and telecommunications equipment on the rooftops or other areas of the Properties shall be prorated on a per-diem basis as of the Proration Date. Prepaid license fees attributable to the Buyer's Period shall be credited to Buyer; license fees in arrears attributable to the Seller's Period shall be remitted to Seller upon collection by Buyer.

(v) Late Fees and Default Interest. Late fees and default interest collected from tenants after Closing shall be allocated to the Party to whose period the underlying delinquent payment relates. For example, a late fee assessed on a tenant's delinquent payment of May 2024 rent is Seller's income, while a late fee assessed on a tenant's delinquent payment of July 2024 rent is Buyer's income.

(vi) Interest Income on Operating Accounts. Interest income earned on operating accounts, reserve accounts, and escrow accounts maintained by the Target Entities at Magnolia Commerce Bank, N.A., shall be prorated as of the Proration Date, with interest earned through the Proration Date belonging to Seller and interest earned from and after the Proration Date belonging to Buyer.

SECTION 3 SUMMARY RECONCILIATION AND NET ADJUSTMENT

3.1 Summary Table

The following table summarizes the true-up adjustments for each line item category set forth in Section 2 above. A positive adjustment in the "Credit to Buyer" column indicates an amount owed by Seller to Buyer; a positive adjustment in the "Credit to Seller" column indicates an amount owed by Buyer to Seller.

3.2 Net Adjustment Calculation

Based on the summary reconciliation set forth in Section 3.1 above:

(a) The aggregate amount of credits to Buyer (i.e., amounts owed by Seller to Buyer) is: $__________

(b) The aggregate amount of credits to Seller (i.e., amounts owed by Buyer to Seller) is: $__________

If the aggregate amount of credits to Buyer set forth in clause (a) above exceeds the aggregate amount of credits to Seller set forth in clause (b) above, Seller shall pay the net difference to Buyer. If the aggregate amount of credits to Seller set forth in clause (b) above exceeds the aggregate amount of credits to Buyer set forth in clause (a) above, Buyer shall pay the net difference to Seller.

Net Adjustment Amount: $__________________ payable to [Buyer / Seller] (circle or indicate one).

3.3 Payment Instructions

The net adjustment amount shall be due and payable within ten (10) business days following the earlier of (i) the date on which both Parties have executed this True-Up Statement pursuant to Section 4 below, or (ii) the date on which the Independent Accountant delivers its final determination of any disputed items, if applicable. Payment shall be made by wire transfer of immediately available funds to the account designated below by the Receiving Party.

If payment is to Buyer — Fairwater Real Estate Investment Trust:

Bank Name: ________ ABA/Routing No.: ________ Account Name: ________ Account No.: ________ Reference: Post-Closing Proration True-Up — Greystone/Fairwater Portfolio

If payment is to Seller — Greystone Meridian Partners Fund III, L.P.:

Bank Name: Magnolia Commerce Bank, N.A. Bank Address: 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303 ABA/Routing No.: ________ Account Name: Greystone Meridian Partners Fund III, L.P. Account No.: ________ Reference: Post-Closing Proration True-Up — Greystone/Fairwater Portfolio

Each Party reserves the right to update its wire transfer instructions by written notice delivered to the other Party at least two (2) business days prior to the applicable Payment Date.

SECTION 4 CERTIFICATION AND AGREEMENT

4.1 Buyer's Certification

Buyer hereby certifies that this True-Up Statement has been prepared in good faith and in accordance with the proration methodology set forth in Section 9.4 of the Agreement and Exhibit U thereto, and that the amounts set forth herein are true and correct in all material respects based on the information available to Buyer as of the date hereof. Buyer further certifies that it has used commercially reasonable efforts to obtain and verify actual invoices, tax bills, rent collections, utility charges, insurance premiums, and other information necessary to prepare this True-Up Statement, and that any estimated amounts included herein are clearly identified as estimates and are based on the best information reasonably available.

BUYER:

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

By: ________

Name: ________

Title: ________

Date: ________

4.2 Seller's Acknowledgment and Agreement

Seller hereby acknowledges receipt and review of this True-Up Statement and all supporting documentation attached hereto and referenced herein. By executing below, Seller agrees that the amounts set forth herein are final and binding upon both Parties, subject to (i) the provisions of Section 9.4 of the Agreement with respect to further adjustments for items identified herein as estimates, and (ii) any disputed items noted in Section 4.3 below, which shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.2 above. Seller confirms that it has had adequate opportunity to review the True-Up Statement and supporting documentation and that Seller's execution below constitutes Seller's approval of all undisputed line items.

SELLER:

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

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: ________

Title: ________

Date: ________

4.3 Dispute Notation

If Seller has delivered a written objection to any line item(s) of this True-Up Statement pursuant to Section 1.2(b) above, and such objection(s) have not been fully resolved as of the date of execution of this True-Up Statement, the disputed items shall be noted below. Any undisputed amounts reflected in the Summary Reconciliation in Section 3.1 above shall be paid on the Payment Date notwithstanding the pendency of disputes on other line items. The disputed items shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.2 above, and any additional amounts determined to be owing as a result of the resolution of disputed items shall be paid within ten (10) business days following such resolution.

Disputed Items (if any):

If no disputes exist, indicate "NONE" here: ________

SECTION 5 ATTACHMENTS AND SUPPORTING DOCUMENTATION

5.1 Required Attachments

The following schedules and supporting documentation are attached to and form a part of this True-Up Statement. The Parties acknowledge that the completeness and accuracy of this True-Up Statement is dependent upon the information contained in the attached schedules. In the event of any inconsistency between the summary tables in Section 2 and the detailed supporting schedules attached hereto, the detailed supporting schedules shall control.

Schedule A: Final real property tax bills for each Property (or, if final tax bills are not yet available, the most recent assessment notices from the applicable county tax assessor's office, together with the applicable millage rates or tax rates for the 2024 tax year).

Schedule B: Post-Closing rent collection report by tenant, reflecting all base rent, additional rent, and other charges billed, collected, and outstanding for each tenant at each Property from the Proration Date through the date of this True-Up Statement, including an aging report of rent arrearages.

Schedule C: 2023 and 2024 CAM/operating expense reconciliation statements for each Property, including (i) a detailed breakdown of actual operating expenses incurred by category, (ii) a calculation of estimated CAM/operating expense recoveries billed to tenants, (iii) a calculation of the over-collection or under-collection for each tenant, and (iv) copies of reconciliation statements sent or to be sent to tenants.

Schedule D: Final utility invoices and meter readings for each Property, including copies of final invoices from each utility provider for the billing period spanning the Proration Date and, where available, documentation of final meter readings obtained on or near the Proration Date.

Schedule E: Insurance premium statements and cancellation/refund documentation, including (i) a summary of all insurance policies maintained by Seller or the Target Entities that were cancelled at or after Closing, (ii) documentation of any premium refunds received by Seller or the Target Entities, and (iii) confirmation of Buyer's replacement insurance coverage.

Schedule F: Security deposit ledger as of the Proration Date and as of the date of this True-Up Statement, reflecting for each tenant (i) the amount of the cash security deposit on hand, (ii) the amount of any letter of credit, (iii) any applications or returns of security deposits since Closing, and (iv) any discrepancies between the amounts reflected in the Preliminary Statement and the actual amounts on hand.

Schedule G: Tenant sales reports for percentage rent calculations, to the extent such reports have been received from tenants as of the date of this True-Up Statement. If tenant sales reports have not yet been received, this Schedule shall identify the affected tenants, the applicable reporting deadlines, and the estimated percentage rent amounts used in this True-Up Statement.

Schedule H: Supporting invoices and documentation for all other income and expense items set forth in Part H of Section 2, including (i) parking revenue reports, (ii) antenna/telecom license agreements and fee schedules, (iii) late fee and default interest calculations, (iv) operating account bank statements reflecting interest income, (v) management fee invoices from Argyle Property Services LLC, and (vi) any other relevant documentation.

5.2 Cross-Reference to Preliminary Statement

The Preliminary Closing Proration Statement agreed upon and executed by the Parties at Closing on June 6, 2024, is attached hereto as Appendix 1 for comparison and cross-reference purposes. The Preliminary Statement sets forth the preliminary prorations used to calculate the initial proration credit at Closing, and the adjustments reflected in this True-Up Statement represent the differences between the preliminary amounts set forth in the Preliminary Statement and the final actual amounts determined in accordance with this True-Up Statement.

This Form of Post-Closing Proration True-Up Statement is attached as Exhibit V to the Purchase and Sale Agreement dated February 28, 2024 (as amended), by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, and is incorporated therein by reference.

END OF EXHIBIT V

No.	Property Name	Target Entity	Property Type	Location
1	Fairfield Logistics Center I	GMP Fairfield I LLC	Industrial/Logistics	Fairburn, GA
2	Fairfield Logistics Center II	GMP Fairfield II LLC	Industrial/Logistics	Fairburn, GA
3	Westlake Distribution Hub	GMP Westlake LLC	Industrial/Distribution	Houston, TX
4	Katy Freeway Logistics Park	GMP Katy LLC	Industrial/Logistics	Katy, TX
5	Alliance Commerce Center	GMP Alliance LLC	Industrial/Commerce	Fort Worth, TX
6	Lakeland Crossings Industrial	GMP Lakeland LLC	Industrial/Distribution	Lakeland, FL
7	Southport Logistics Park	GMP Southport LLC	Industrial/Logistics	Jacksonville, FL
8	Murfreesboro Distribution Center	GMP Murfreesboro LLC	Industrial/Distribution	Murfreesboro, TN
9	Buckhead Place Office Tower	GMP Buckhead LLC	Office	Atlanta, GA
10	SouthPark Corporate Center	GMP SouthPark LLC	Office	Charlotte, NC
11	Cool Springs Office Park	GMP Cool Springs LLC	Office	Franklin, TN
12	Brickell Bay Office Building	GMP Brickell LLC	Office	Miami, FL
13	Peachtree Corners Logistics Center	GMP Peachtree LLC	Industrial/Logistics	Peachtree Corners, GA
14	Mount Juliet Commerce Park	GMP Mount Juliet LLC	Industrial/Commerce	Mount Juliet, TN
Property Name / Target Entity	Taxing Jurisdiction (County/State)	Tax Year	Preliminary Estimate (Annual)	Actual Tax Amount (Annual)	Seller's Share (157/366)	Buyer's Share (209/366)	Preliminary Amount Charged to Seller at Closing	True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC	Fulton County, GA	2024	$1,320,000	[__]	[__]	[__]	$566,066	[__]
Fairfield Logistics Center II / GMP Fairfield II LLC	Fulton County, GA	2024	$1,180,000	[__]	[__]	[__]	$506,339	[__]
Westlake Distribution Hub / GMP Westlake LLC	Harris County, TX	2024	$1,410,000	[__]	[__]	[__]	$604,918	[__]
Katy Freeway Logistics Park / GMP Katy LLC	Harris County, TX	2024	$1,625,000	[__]	[__]	[__]	$697,199	[__]
Alliance Commerce Center / GMP Alliance LLC	Tarrant County, TX	2024	$1,090,000	[__]	[__]	[__]	$467,705	[__]
Lakeland Crossings Industrial / GMP Lakeland LLC	Polk County, FL	2024	$885,000	[__]	[__]	[__]	$379,713	[__]
Southport Logistics Park / GMP Southport LLC	Duval County, FL	2024	$1,050,000	[__]	[__]	[__]	$450,492	[__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC	Rutherford County, TN	2024	$920,000	[__]	[__]	[__]	$394,754	[__]
Buckhead Place Office Tower / GMP Buckhead LLC	Fulton County, GA	2024	$1,575,000	[__]	[__]	[__]	$675,738	[__]

SouthPark Corporate Center / GMP SouthPark LLC	Mecklenburg County, NC	2024	$1,140,000	[__]	[__]	[__]	$489,180	[__]
Cool Springs Office Park / GMP Cool Springs LLC	Williamson County, TN	2024	$780,000	[__]	[__]	[__]	$334,672	[__]
Brickell Bay Office Building / GMP Brickell LLC	Miami-Dade County, FL	2024	$1,285,000	[__]	[__]	[__]	$551,352	[__]
Peachtree Corners Logistics Center / GMP Peachtree LLC	Gwinnett County, GA	2024	$930,000	[__]	[__]	[__]	$399,044	[__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC	Wilson County, TN	2024	$570,000	[__]	[__]	[__]	$244,590	[__]
Description	Amount
Portfolio Total — Preliminary Estimate (Annual)	$14,760,000
Preliminary Seller's Share Charged at Closing ($14,760,000 × 157/366)	$6,332,951
Portfolio Total — Actual Annual Tax (per final bills)	[__]
Actual Seller's Share (Actual Annual Tax × 157/366)	[__]
Net True-Up Adjustment (Actual Seller's Share minus Preliminary Seller's Share)	[____]
Description	Amount
Annual In-Place Base Rent (Portfolio)	$74,800,000
Monthly Portfolio Base Rent (approximate)	$6,233,333
Total Leases in Portfolio	87
Occupied square Footage	Approximately 6,482,000 sq. ft.
Portfolio Occupancy (as of Closing Date)	94.3%
Tenant Name	Property	Annual Base Rent	% of Portfolio ABR
Cascade Supply Chain Solutions Inc.	Katy Freeway Logistics Park	$8,736,000	11.7%
Zynvaro Distribution Holdings LLC	Fairfield Logistics Center I	$7,532,000	10.1%
Thornton-Whitaker Pharmaceuticals Corp.	Lakeland Crossings Industrial	$6,180,000	8.3%
Birchwood Technology Group Inc.	Buckhead Place Office Tower	$5,668,000	7.6%
Atlas Freight Logistics Corp.	Southport Logistics Park	$5,330,000	7.1%
Property Name / Target Entity	Monthly Base Rent (All Tenants)	Prepaid Rent (Seller Credit to Buyer at Closing)	Rent Arrearages as of Proration Date	Post-Closing Collections Attributable to Pre-Closing Period	Net True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC	[__]	[__]	[__]	[__]	[__]

Fairfield Logistics Center II / GMP Fairfield II LLC	[__]	[__]	[__]	[__]	[__]
Westlake Distribution Hub / GMP Westlake LLC	[__]	[__]	[__]	[__]	[__]
Katy Freeway Logistics Park / GMP Katy LLC	[__]	[__]	[__]	[__]	[__]
Alliance Commerce Center / GMP Alliance LLC	[__]	[__]	[__]	[__]	[__]
Lakeland Crossings Industrial / GMP Lakeland LLC	[__]	[__]	[__]	[__]	[__]
Southport Logistics Park / GMP Southport LLC	[__]	[__]	[__]	[__]	[__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC	[__]	[__]	[__]	[__]	[__]
Buckhead Place Office Tower / GMP Buckhead LLC	[__]	[__]	[__]	[__]	[__]
SouthPark Corporate Center / GMP SouthPark LLC	[__]	[__]	[__]	[__]	[__]
Cool Springs Office Park / GMP Cool Springs LLC	[__]	[__]	[__]	[__]	[__]
Brickell Bay Office Building / GMP Brickell LLC	[__]	[__]	[__]	[__]	[__]
Peachtree Corners Logistics Center / GMP Peachtree LLC	[__]	[__]	[__]	[__]	[__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC	[__]	[__]	[__]	[__]	[__]
Portfolio Total	[____]	[____]	[____]	[____]	[____]
Property Name / Target Entity	Calendar Year	Estimated CAM/OpEx Recoveries Billed to Tenants (Annual)	Actual CAM/OpEx Incurred (Annual)	Over/(Under) Collection	Seller's Share	Buyer's Share	Preliminary Holdback at Closing	Net True-Up Adjustment
[Each of the 14 Properties — rows for both 2023 and 2024 calendar years]	2023	[__]	[__]	[__]	100%	0%	[__]	[__]
[Same Property]	2024	[__]	[__]	[__]	157/366	209/366	[__]	[__]

[Repeated for each of the 14 Properties]

Portfolio Total	[____]	[____]	[____]	[____]	[____]	$1,850,000	[____]
Property Name / Target Entity	Utility Type	Final Meter Read Date	Seller's Share (Through Meter Read / Proration Date)	Buyer's Share (From Meter Read / Proration Date)	Preliminary Proration at Closing	Net True-Up Adjustment

[Each of the 14 Properties with separate rows for each utility type: Electric, Gas, Water/Sewer, Trash, Telecom]

Portfolio Total	All Utilities	[____]	[____]	[____]	[____]
Property Name / Target Entity	Carrier	Policy Number	Policy Period	Annual Premium	Seller's Pro Rata Share (Through Proration Date)	Buyer's Pro Rata Share (From Proration Date)	Preliminary Proration at Closing	Net True-Up Adjustment

[Each of the 14 Properties — separate rows for property insurance, general liability, and any other applicable policies]

Portfolio Total	[____]	[____]	[____]	[____]	[____]
Property Name / Target Entity	Total Security Deposits (Cash)	Letter of Credit Amounts (If Applicable)	Transferred to Buyer at Closing (Y/N)	Post-Closing Adjustments	Net True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC	[__]	[__]	Y	[__]	[__]
Fairfield Logistics Center II / GMP Fairfield II LLC	[__]	[__]	Y	[__]	[__]
Westlake Distribution Hub / GMP Westlake LLC	[__]	[__]	Y	[__]	[__]
Katy Freeway Logistics Park / GMP Katy LLC	[__]	[__]	Y	[__]	[__]
Alliance Commerce Center / GMP Alliance LLC	[__]	[__]	Y	[__]	[__]
Lakeland Crossings Industrial / GMP Lakeland LLC	[__]	[__]	Y	[__]	[__]
Southport Logistics Park / GMP Southport LLC	[__]	[__]	Y	[__]	[__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC	[__]	[__]	Y	[__]	[__]
Buckhead Place Office Tower / GMP Buckhead LLC	[__]	[__]	Y	[__]	[__]
SouthPark Corporate Center / GMP SouthPark LLC	[__]	[__]	Y	[__]	[__]
Cool Springs Office Park / GMP Cool Springs LLC	[__]	[__]	Y	[__]	[__]
Brickell Bay Office Building / GMP Brickell LLC	[__]	[__]	Y	[__]	[__]
Peachtree Corners Logistics Center / GMP Peachtree LLC	[__]	[__]	Y	[__]	[__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC	[__]	[__]	Y	[__]	[__]
Portfolio Total	$4,283,000	[____]	[____]	[____]
Property Name / Target Entity	Tenant Name	Percentage Rent Period (Lease Year / Calendar Year)	Breakpoint Amount	Estimated Percentage Rent (Annual)	Seller's Pro Rata Share (Through Proration Date)	Buyer's Pro Rata Share (From Proration Date)	Preliminary Amount at Closing	Net True-Up Adjustment

[Applicable Properties and Tenants — to be completed for each lease containing percentage rent provisions]

Portfolio Total	[____]	[____]	[____]	[____]	[____]
Property Name / Target Entity	Description of Item	Seller's Share	Buyer's Share	Preliminary Amount at Closing	Net True-Up Adjustment
Various Properties	Parking Revenue (monthly and transient)	[__]	[__]	[__]	[__]
Buckhead Place Office Tower / GMP Buckhead LLC	Parking Garage Revenue	[__]	[__]	[__]	[__]
Various Properties	Antenna/Telecom License Fees	[__]	[__]	[__]	[__]
Various Properties	Late Fees and Default Interest Collected	[__]	[__]	[__]	[__]
All Target Entities	Interest Income on Operating Accounts (Magnolia Commerce Bank, N.A.)	[__]	[__]	[__]	[__]
All Properties	Management Fees — Argyle Property Services LLC (Seller's Period)	[__]	N/A	[__]	[__]
Various Properties	Vending Machine and Other Miscellaneous Revenue	[__]	[__]	[__]	[__]
Various Properties	Utility Deposits Refunded Post-Closing	[__]	[__]	[__]	[__]
Various Properties	Letter of Credit Transfer/Amendment Fees	[__]	[__]	[__]	[__]
Portfolio Total	[____]	[____]	[____]	[____]
Line Item Category	Preliminary Amount (at Closing)	Final Actual Amount	Adjustment (Credit to Buyer)	Adjustment (Credit to Seller)
A. Real Property Taxes	$6,332,951 (Seller's share)	[__]	[__]	[__]
B. Rents and Other Tenant Revenues	[__]	[__]	[__]	[__]
C. CAM/OpEx Reconciliation	$1,850,000 (reserve)	[__]	[__]	[__]
D. Utility Charges	[__]	[__]	[__]	[__]
E. Insurance Premiums	[__]	[__]	[__]	[__]
F. Security Deposits	$4,283,000 (transferred)	[__]	[__]	[__]
G. Percentage Rent	[__]	[__]	[__]	[__]
H. Other Income and Expense	[__]	[__]	[__]	[__]
TOTAL	$[____]	$[____]
Line Item	Description of Dispute	Buyer's Position	Seller's Position	Amount in Dispute
[__]	[__]	$[__]	$[__]	$[__]
[__]	[__]	$[__]	$[__]	$[__]

[__]

EXHIBIT V
FORM OF POST-CLOSING PRORATION TRUE-UP STATEMENT
Reference: This Form of Post-Closing Proration True-Up Statement (this "True-Up Statement") is attached as Exhibit V to that certain Purchase and Sale Agreement dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024, as so amended, the "Agreement"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
SECTION 1
GENERAL INSTRUCTIONS AND METHODOLOGY
1.1 Purpose.  This Post-Closing Proration True-Up Statement (this "True-Up Statement") sets forth the final prorations and adjustments between Buyer and Seller for all items that were preliminarily prorated at Closing pursuant to Section 9.4 of the Agreement and the Preliminary Closing Proration Statement delivered at Closing on June 6, 2024 (the "Preliminary Statement"). The purpose of this True-Up Statement is to replace the estimated amounts utilized in the Preliminary Statement with actual amounts, to the extent such actual amounts are now known or reasonably determinable, and to calculate the net adjustment amount payable by one Party to the other Party as a result of the differences between the preliminary prorations and the final prorations set forth herein.
The True-Up Statement shall be prepared and delivered by Buyer to Seller within ninety (90) days following the Closing Date (i.e., no later than September 4, 2024, based on the Closing Date of June 6, 2024). The Parties acknowledge that certain items, including without limitation real property tax bills and CAM/operating expense reconciliations, may not be finally determinable within such ninety (90) day period, in which case such items shall be estimated based on the best information then available and shall remain subject to further adjustment upon receipt of final bills, assessments, or reconciliation statements, as expressly provided herein and in Section 9.4 of the Agreement.
1.2 Preparation Responsibility
(a) Buyer shall prepare this True-Up Statement and deliver a complete copy thereof to Seller, together with reasonable supporting documentation for each line item, including without limitation copies of final tax bills, utility invoices, rent collection reports, CAM/operating expense reconciliation statements, insurance premium documentation, security deposit ledgers, and such other documentation as may be reasonably necessary to verify the amounts set forth herein. Buyer shall use commercially reasonable efforts to compile complete and accurate information for each category of proration item described in Section 2 below.
(b) Seller shall have fifteen (15) business days following receipt of the True-Up Statement and all required supporting documentation to review the True-Up Statement and either (i) approve the True-Up Statement in writing by executing Section 4.2 below, or (ii) deliver written objection to Buyer specifying with reasonable particularity each item to which Seller objects, the basis for such objection, and Seller's proposed alternative calculation for each disputed item. Any line item not specifically identified in Seller's written objection shall be deemed accepted by Seller.
(c) If Seller delivers a timely written objection pursuant to clause (b) above, the Parties shall negotiate in good faith for a period of ten (10) business days following Buyer's receipt of Seller's objection (the "Negotiation Period") to resolve any disputed items. Each Party shall make available to the other Party, upon reasonable request, such books, records, invoices, contracts, and other documentation as may be reasonably necessary to resolve the disputed items.
(d) If the Parties are unable to resolve all disputed items within the Negotiation Period, the remaining disputed items (and only the remaining disputed items) shall be submitted to an independent certified public accounting firm mutually acceptable to Buyer and Seller (the "Independent Accountant") for final and binding determination. If the Parties are unable to agree on the identity of the Independent Accountant within five (5) business days following the expiration of the Negotiation Period, either Party may request that the Atlanta office of the American Arbitration Association appoint an Independent Accountant with experience in commercial real estate accounting. The Independent Accountant shall render its determination within thirty (30) days following submission of the disputed items and shall not assign a value to any disputed item that is greater than the value assigned by the Party proposing the higher value or less than the value assigned by the Party proposing the lower value. The fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The determination of the Independent Accountant shall be final and binding upon the Parties, absent manifest error.
1.3 Proration Date
All prorations set forth in this True-Up Statement are calculated as of 12:01 a.m., Eastern Time, on the Closing Date, June 6, 2024 (the "Proration Date"). For all purposes of this True-Up Statement:
(a) Seller shall be responsible for, and entitled to, all income and expense items attributable to the period prior to 12:01 a.m., Eastern Time, on June 6, 2024 (the "Seller's Period"); and
(b) Buyer shall be responsible for, and entitled to, all income and expense items attributable to the period from and after 12:01 a.m., Eastern Time, on June 6, 2024 (the "Buyer's Period").
For purposes of calculating per-diem prorations, the Parties acknowledge and agree that calendar year 2024 is a leap year consisting of three hundred sixty-six (366) days. The Seller's Period for calendar year 2024 prorations encompasses the period from January 1, 2024, through and including June 5, 2024, which equals one hundred fifty-seven (157) days. The Buyer's Period for calendar year 2024 prorations encompasses the period from June 6, 2024, through and including December 31, 2024, which equals two hundred nine (209) days. Accordingly, unless otherwise specified for a particular line item, Seller's pro rata share of annual items shall be calculated as 157/366, and Buyer's pro rata share of annual items shall be calculated as 209/366.
1.4 Portfolio Scope
This True-Up Statement covers all fourteen (14) real properties (each a "Property" and collectively, the "Portfolio") acquired by Buyer at Closing through the acquisition of one hundred percent (100%) of the membership interests in each of the following Target Entities, each of which is a Delaware limited liability company and the owner of the Property identified beside its name:
Each Target Entity holds fee simple title to its respective Property, and all assets, liabilities, operating accounts, tenant leases, service contracts, and other items associated with each Property are held at the Target Entity level. References in this True-Up Statement to a "Property" include all improvements, fixtures, appurtenances, and other real and personal property owned by the applicable Target Entity as of the Closing Date.
1.5 Payment Mechanics
Upon final determination of the net adjustment amount set forth in Section 3 below, the Party owing the net adjustment (the "Owing Party") shall pay the net adjustment amount to the other Party (the "Receiving Party") within ten (10) business days following the earlier of (i) the date on which the Parties mutually agree upon the final True-Up Statement (evidenced by execution of Section 4 below by both Parties), or (ii) the date of receipt by both Parties of the Independent Accountant's final determination, if applicable (the "Payment Date"). Payment shall be made by wire transfer of immediately available funds to the account designated by the Receiving Party in writing at least two (2) business days prior to the Payment Date. The wire transfer instructions for each Party are set forth in Section 3.3 below.
Any amounts not paid when due under this True-Up Statement shall bear interest at the rate of the lesser of (x) the prime rate published in The Wall Street Journal on the applicable Payment Date plus two percent (2.0%) per annum, and (y) the maximum rate permitted by applicable law, calculated on a daily basis from the Payment Date through the date of actual payment. The obligation of the Parties to make any payment required under this True-Up Statement shall survive the Closing and shall not merge with any deed, assignment, or other conveyance instrument delivered at Closing.
SECTION 2
TRUE-UP STATEMENT — LINE ITEM SCHEDULE
PART A: REAL PROPERTY TAXES
Description. This Part A sets forth the true-up of real property taxes (including ad valorem taxes, special assessments, and any other similar impositions levied by applicable taxing jurisdictions) for each Property in the Portfolio. At Closing, real property taxes were prorated based on the preliminary estimates set forth in the Preliminary Statement. This Part A recalculates Seller's share and Buyer's share based on actual tax bills, to the extent available, or the most current assessment and millage rate information.
Proration Table:
Summary:
If the Net True-Up Adjustment is a positive number, Seller owes an additional credit to Buyer. If the Net True-Up Adjustment is a negative number, Buyer owes a credit to Seller.
Notes to Part A:
(i) Unavailable Tax Bills. If actual final tax bills have not been received for any Property as of the date of this True-Up Statement, the actual tax amount for such Property shall be estimated using the most recently available assessed value for such Property as determined by the applicable county tax assessor's office and the applicable millage rate or tax rate in effect for tax year 2024. Any such estimated amount shall be subject to further adjustment upon receipt of the final tax bill for such Property, and the Parties agree to cooperate in good faith to complete such further adjustment within thirty (30) days of receipt of such final bill. Buyer shall promptly notify Seller upon receipt of any final tax bill for a Property for which the tax amount was estimated in this True-Up Statement.
(ii) Supplemental and Reassessment Taxes. Any supplemental tax, reassessment tax, roll-back tax, or similar additional tax levied against a Property as a result of a change in ownership, change in use, or reassessment triggered by the transactions contemplated by the Agreement shall be allocated between the Parties based on the Proration Date. Any such supplemental or reassessment taxes attributable to the period prior to the Proration Date shall be Seller's sole responsibility. Any such supplemental or reassessment taxes attributable to the period from and after the Proration Date shall be Buyer's sole responsibility. For the avoidance of doubt, any reassessment that is triggered by a change of ownership resulting from the Closing shall be prorated as of the Proration Date, with Seller bearing its pro rata share of the increased assessment for the Seller's Period.
(iii) State-Specific Considerations.
(A) Georgia (Fairfield Logistics Center I, Fairfield Logistics Center II, Buckhead Place Office Tower, Peachtree Corners Logistics Center). Georgia ad valorem taxes are assessed and billed on a calendar year basis with payment generally due by December 20 of the tax year. Tax bills are typically issued in the fall. If 2024 tax bills have not been issued as of the date of this True-Up Statement, the 2024 taxes shall be estimated based on the 2023 assessed value and the 2024 millage rate (or the 2023 millage rate if the 2024 rate has not yet been established).
(B) Texas (Westlake Distribution Hub, Katy Freeway Logistics Park, Alliance Commerce Center). Texas ad valorem taxes are assessed on a calendar year basis, with appraisal notices typically issued in April and tax bills issued in October, payable without penalty by January 31 of the following year. Texas does not impose a state income tax. The Parties acknowledge that Texas property tax protests may be pending for the 2024 tax year, and any reduction in assessed value resulting from such protests shall be allocated between the Parties based on the Proration Date. Buyer shall cooperate with Seller in pursuing any pending tax protests for tax year 2024 to the extent such protests were initiated by Seller or a Target Entity prior to Closing.
(C) Florida (Lakeland Crossings Industrial, Southport Logistics Park, Brickell Bay Office Building). Florida ad valorem taxes are assessed on a calendar year basis. The TRIM (Truth in Millage) notices are typically issued in August, and tax bills are issued in November, with discounts available for early payment. The Parties acknowledge that the Florida homestead exemption does not apply to any Property in the Portfolio. For purposes of this True-Up Statement, early payment discounts, if applicable, shall be shared between the Parties on a pro rata basis.
(D) Tennessee (Murfreesboro Distribution Center, Cool Springs Office Park, Mount Juliet Commerce Park). Tennessee ad valorem taxes are assessed on a calendar year basis. Tennessee conducts property reassessments on a rotating four-year cycle, and the Parties acknowledge that any applicable reappraisal for the 2024 tax year shall be reflected in the actual tax amounts. Tax bills are typically due October 1 of the tax year.
(E) North Carolina (SouthPark Corporate Center). North Carolina ad valorem taxes are assessed on a calendar year basis and are typically billed in July or August. Mecklenburg County reassesses real property on a four-year cycle; the most recent revaluation was effective January 1, 2023. The 2024 tax rate has been applied (or, if not yet available, the 2023 tax rate has been used as an estimate).
PART B: RENTS AND OTHER TENANT REVENUES
Description. This Part B sets forth the true-up of base rents, additional rents, and other tenant revenues collected or collectible with respect to each Property in the Portfolio. At Closing, rents were prorated on a per-diem basis as of the Proration Date, with credits given to Buyer for prepaid rents and adjustments made for known rent arrearages. This Part B reconciles the preliminary proration with actual rent collections and addresses the allocation of post-closing rent collections attributable to pre-closing periods.
Portfolio-Level Summary:
Top Five Tenants by Annual Base Rent (for Reference):
Line-Item Proration Table (by Property — Tenant Detail on Attached Schedule B):
Methodology Notes to Part B:
(i) Base Rent Proration. Base rent for the month of June 2024 was prorated at Closing as of the Proration Date, with Seller entitled to base rent for the period from June 1 through June 5 (5 days) and Buyer entitled to base rent for the period from June 6 through June 30 (25 days), in each case calculated on a per-diem basis (monthly base rent ÷ 30 days). This True-Up Statement confirms or adjusts such proration based on actual rent collections.
(ii) Post-Closing Collections Attributable to Pre-Closing Periods. Any base rent received by Buyer or any Target Entity after Closing that is attributable to any period prior to the Proration Date (including, without limitation, rent arrearages for the months of April, May, or the Seller's portion of June 2024) shall be remitted to Seller within fifteen (15) business days following receipt thereof, net of Buyer's reasonable, documented, out-of-pocket costs of collection actually incurred. Buyer shall provide Seller with a written accounting of all such collections and costs of collection on a monthly basis.
(iii) Application of Delinquent Rent Payments. Delinquent rents collected by Buyer or any Target Entity after Closing from tenants who were delinquent as of the Proration Date shall be applied in the following order of priority: first, to rent and other charges owed for the calendar month in which such payment is received; second, to rent and other charges owed for the calendar month immediately preceding the month in which such payment is received; and thereafter, to past-due amounts in reverse chronological order (i.e., most recent past-due amounts first). Any amounts so applied to the Seller's Period shall be remitted to Seller as provided in clause (ii) above.
(iv) Percentage Rent. Percentage rent, if any, is addressed separately in Part G below and is not included in the base rent amounts set forth in this Part B.
(v) Collection Efforts. Buyer shall use commercially reasonable efforts to collect all delinquent rent amounts owed by tenants for periods attributable to the Seller's Period; provided, however, that Buyer shall not be obligated to commence litigation, engage outside counsel, or incur material expense in connection with such collection efforts. Buyer shall not waive, discount, or settle any tenant's obligation to pay delinquent rent attributable to the Seller's Period without Seller's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Seller shall retain the right, at Seller's sole cost and expense, to pursue collection of delinquent amounts attributable to the Seller's Period directly against any tenant, subject to the limitation that Seller shall not commence any eviction proceeding or take any action that would disturb any tenant's occupancy or interfere with Buyer's relationship with any tenant.
(vi) Free Rent and Abatement Periods. Any free rent, rent abatement, or rent concession period in effect as of the Proration Date shall be allocated between the Parties as provided in Section 9.4(f) of the Agreement. To the extent any free rent or abatement period spans the Proration Date, the economic cost of such free rent or abatement shall be borne by the Party during whose period the free rent or abatement accrues.
PART C: CAM / OPERATING EXPENSE RECONCILIATION
Description. This Part C addresses the true-up of common area maintenance ("CAM") charges, operating expense recoveries, and other expense reimbursements billed to and collected from tenants, as compared to actual operating expenses incurred by the Target Entities. At Closing, the Parties agreed to a holdback in the amount of $1,850,000 (the "CAM/OpEx Reconciliation Reserve") to cover potential shortfalls arising from the annual CAM/operating expense reconciliation process for both the 2023 and 2024 calendar years.
Proration Table (by Property):
Methodology Notes to Part C:
(i) 2023 Calendar Year Reconciliation. If the annual CAM/operating expense reconciliation for the 2023 calendar year with tenants at any Property had not been fully completed and settled prior to Closing, Seller is responsible for one hundred percent (100%) of any shortfall resulting from the reconciliation (i.e., the amount by which actual operating expenses exceeded estimated operating expense recoveries billed to and collected from tenants for the 2023 calendar year). Conversely, Seller is entitled to one hundred percent (100%) of any surplus resulting from the 2023 reconciliation (i.e., the amount by which estimated operating expense recoveries collected from tenants exceeded actual operating expenses for the 2023 calendar year). Buyer shall prepare and deliver (or cause the applicable Target Entity to prepare and deliver) 2023 year-end reconciliation statements to tenants in accordance with the terms of their respective leases, and Buyer shall remit to Seller or charge to Seller, as applicable, the Seller's share of such reconciliation amounts.
(ii) 2024 Calendar Year Reconciliation. For the 2024 calendar year, CAM/operating expense reconciliation amounts shall be prorated between the Parties as of the Proration Date, with Seller responsible for 157/366 of any shortfall (or entitled to 157/366 of any surplus) and Buyer responsible for 209/366 of any shortfall (or entitled to 209/366 of any surplus). The 2024 reconciliation will be finalized following the end of the 2024 calendar year; this True-Up Statement sets forth estimated 2024 amounts based on the most current operating expense data available. The Parties agree to perform a further true-up of the 2024 CAM/operating expense reconciliation within sixty (60) days following the completion of the 2024 year-end reconciliation process for each Property.
(iii) Application of CAM/OpEx Reconciliation Reserve. The $1,850,000 CAM/OpEx Reconciliation Reserve withheld at Closing shall be applied against any net amounts owed by Seller under this Part C, including amounts owed for both the 2023 and 2024 calendar year reconciliations. If the aggregate amount owed by Seller under this Part C is less than $1,850,000, the excess shall be returned to Seller within ten (10) business days following the final determination of all amounts under this Part C. If the aggregate amount owed by Seller under this Part C exceeds $1,850,000, Seller shall pay the deficiency to Buyer within ten (10) business days following the final determination of all amounts under this Part C.
(iv) Gross-Up Provisions. To the extent any lease contains a "gross-up" provision requiring the landlord to calculate operating expenses as if the building were ninety-five percent (95%) occupied (or such other occupancy threshold as specified in the lease), such gross-up calculations shall be applied consistently with the terms of the applicable lease and prior practice of the Target Entities.
(v) Capital Expense Exclusions. Operating expenses subject to reconciliation shall not include capital expenditures except to the extent that the applicable lease permits recovery of amortized capital expenditures as an operating expense. Any capital expenditure amortization included in operating expense recoveries shall be calculated in accordance with the terms of the applicable lease and consistently with prior practice.
PART D: UTILITY CHARGES
Description. This Part D addresses the true-up of utility charges for each Property, including electric, natural gas, water and sewer, trash removal, and telecommunications charges paid by the applicable Target Entity as landlord. At Closing, utility charges were estimated and prorated on a per-diem basis. This Part D reconciles such estimates with actual utility charges based on final meter readings and invoices.
Proration Table (by Property):
Methodology Notes to Part D:
(i) Final Meter Readings. Where possible, final meter readings were obtained as close to the Proration Date as practicable. The actual meter read dates varied by Property and utility provider, but in all cases the meter read occurred within five (5) business days of the Proration Date. Any charges attributable to the period between the final meter read date and the Proration Date have been prorated on a per-diem basis using the average daily consumption for the applicable billing cycle.
(ii) Per-Diem Estimates. Where final meter readings were not available or could not be obtained from the utility provider in a timely manner, utility charges have been prorated on a per-diem basis using the most recent complete billing period as the basis for calculating average daily charges. The Parties acknowledge that seasonal variations in utility consumption may result in minor inaccuracies when per-diem estimates are employed, and the Parties agree that such per-diem estimates shall be deemed final and binding absent manifest error or a variance of more than ten percent (10%) from actual charges when subsequently determined.
(iii) Tenant-Paid Utilities. Utility charges that are directly metered to and paid by individual tenants pursuant to the terms of their respective leases are not included in this Part D and are not subject to proration between the Parties, except to the extent the applicable Target Entity (as landlord) is contractually obligated to reimburse any tenant for utility charges or to pay any utility charge directly and recover such charge from the tenant as additional rent.
(iv) Utility Deposits. Any utility deposits held by utility providers that were transferred or assigned to Buyer at Closing, or that were refunded to Seller after Closing, are addressed in Part H (Other Income and Expense Items) below.
PART E: INSURANCE PREMIUMS
Description. This Part E addresses the true-up of insurance premiums for each Property. The Parties acknowledge that Seller's existing insurance policies covering the Properties were not assumed by Buyer at Closing; rather, Buyer bound new insurance policies with Ironclad Indemnity Insurance Company and its affiliates, effective as of the Closing Date. Accordingly, the proration of insurance premiums relates solely to (a) the allocation of any prepaid premiums credited or refunded to Seller attributable in part to the post-Closing period, and (b) any existing insurance policies that were maintained for a limited transition period following Closing.
Proration Table (by Property):
Methodology Notes to Part E:
(i) No Assumption of Existing Policies. Buyer did not assume any of Seller's existing insurance policies at Closing. Buyer procured replacement insurance coverage for all Properties through Ironclad Indemnity Insurance Company, Policy Nos. IIC-CRE-2024-4701 through IIC-CRE-2024-4714, effective as of the Closing Date. The premiums for Buyer's replacement policies are Buyer's sole responsibility and are not subject to proration.
(ii) Cancellation Refunds. To the extent Seller cancelled any existing insurance policies covering the Properties after Closing and received refunds of unearned premiums attributable to any period from and after the Proration Date, appropriate credits to Buyer shall be reflected in this Part E. Seller shall provide Buyer with documentation of all premium refunds received, including cancellation notices and refund checks or electronic payment confirmations.
(iii) Transition Period Policies. To the extent any existing insurance policies were maintained during a transition period following Closing (for example, umbrella or excess liability policies that could not be cancelled on short notice), the premiums for such transition period policies shall be prorated on a per-diem basis, with Seller bearing the cost through the Proration Date and Buyer bearing the cost from the Proration Date through the date of cancellation.
(iv) Builder's Risk and Other Special Policies. Any builder's risk insurance, environmental liability insurance, or other specialty insurance policies maintained by Seller or any Target Entity with respect to specific capital projects or environmental conditions at any Property shall not be subject to proration, and the allocation of premiums for such policies shall be governed by the specific provisions of the Agreement applicable to such matters.
PART F: SECURITY DEPOSITS
Description. This Part F addresses the true-up of tenant security deposits for each Property in the Portfolio. Because the transaction was structured as an acquisition of one hundred percent (100%) of the membership interests in each Target Entity, all cash security deposits held by the Target Entities in their respective bank accounts at Magnolia Commerce Bank, N.A. were effectively transferred to Buyer at Closing as part of the entity-level acquisition, without the need for a separate transfer or wire of funds. This Part F reconciles the security deposit balances transferred at Closing with any post-Closing adjustments.
Security Deposit Summary (by Property):
Methodology Notes to Part F:
(i) Entity-Level Transfer. All cash security deposits were held by the respective Target Entities in deposit accounts at Magnolia Commerce Bank, N.A., and were transferred to Buyer as part of the entity-level acquisition at Closing. No separate wire transfer or payment of security deposit amounts was required at Closing. The aggregate amount of tenant security deposits held across all fourteen (14) Target Entities and transferred at Closing was $4,283,000.
(ii) Letters of Credit. To the extent any tenant has posted a letter of credit in lieu of or in addition to a cash security deposit, such letter of credit was either (A) transferred, amended, or reissued in favor of the applicable Target Entity (which remained the named beneficiary) or Buyer, as applicable, at or promptly following Closing, or (B) addressed in accordance with the provisions of Section 9.4(h) of the Agreement. Any costs of transferring, amending, or reissuing letters of credit are addressed in Part H below.
(iii) Pre-Closing Applications. If any security deposit was applied by Seller or any Target Entity prior to Closing against a tenant's unpaid obligations (including rent arrearages, damages to premises, or other defaults) and such application was not reflected in the Preliminary Statement, a credit to Buyer shall be reflected in this Part F equal to the amount of the security deposit so applied. Seller shall provide documentation of any such application, including notices sent to tenants and accounting records reflecting the application.
(iv) Post-Closing Returns. If any tenant is entitled to a return of all or any portion of its security deposit for events or circumstances arising during or attributable to the Seller's Period (including without limitation early lease termination rights exercised prior to Closing, security deposit reduction milestones achieved prior to Closing, or overpayments made prior to Closing), Seller shall reimburse Buyer or the applicable Target Entity for the amount of such returned security deposit within fifteen (15) business days following Buyer's written demand therefor, together with reasonable supporting documentation.
(v) Interest on Security Deposits. To the extent any lease or applicable law requires the payment of interest on security deposits, Seller shall be responsible for any interest accrued and payable on security deposits through the Proration Date, and Buyer shall be responsible for any interest accrued and payable from and after the Proration Date.
PART G: PERCENTAGE RENT
Description. This Part G addresses the true-up of percentage rent payable by certain tenants pursuant to the terms of their respective leases. Percentage rent, where applicable, is typically calculated based on a tenant's gross sales exceeding a specified breakpoint amount during the applicable percentage rent period (which may be a calendar year or a lease year, depending on the terms of the particular lease).
Proration Table:
Methodology Notes to Part G:
(i) Proration Methodology. Percentage rent, if any, shall be prorated based on the percentage of the applicable percentage rent period occurring prior to and after the Proration Date. For example, if the applicable percentage rent period is a calendar year, Seller's share of percentage rent shall equal the total percentage rent for the 2024 calendar year multiplied by a fraction, the numerator of which is the number of days in the calendar year prior to the Proration Date (157 days) and the denominator of which is 366 days. If the applicable percentage rent period is a lease year that does not coincide with the calendar year, the proration fraction shall be adjusted accordingly to reflect the number of days in the applicable lease year occurring prior to and after the Proration Date.
(ii) Final True-Up. The amounts set forth in this Part G are preliminary estimates based on historical sales data and projections. Final true-up of percentage rent shall occur upon receipt of tenant sales reports for the applicable percentage rent period, which are typically delivered by tenants within sixty (60) to ninety (90) days following the end of the applicable percentage rent period. Upon receipt of final tenant sales reports, the Parties shall cooperate in good faith to calculate the final percentage rent amounts and any resulting adjustments.
(iii) Audit Rights. Buyer shall preserve and not waive any audit rights with respect to tenant sales reports that may affect percentage rent payable for any percentage rent period that includes the Seller's Period. Seller shall have the right, at Seller's sole cost, to participate in any audit of tenant sales reports to the extent such audit relates to a percentage rent period that includes the Seller's Period.
PART H: OTHER INCOME AND EXPENSE ITEMS
Description. This Part H addresses the true-up of miscellaneous income and expense items not specifically covered in Parts A through G above, including parking revenue, antenna and telecommunications license fees, late fees, interest income on operating accounts, management fees, and other sundry items.
Proration Table:
Methodology Notes to Part H:
(i) Management Fees. Property management fees payable to Argyle Property Services LLC ("Argyle") for services rendered through the Proration Date are Seller's sole obligation. Effective as of the Closing Date, property management for all fourteen (14) Properties transitioned to Fairwater Property Management LLC ("Fairwater PM"), an affiliate of Buyer. All management fees payable to Fairwater PM from and after the Closing Date are Buyer's sole responsibility and are not subject to proration. Any termination fees or early termination penalties payable to Argyle in connection with the termination of the property management agreements upon Closing are Seller's sole obligation, as provided in Section 6.12 of the Agreement.
(ii) Transition Services Agreement. The fees payable by Buyer to Seller (or Seller's designee) under that certain Transition Services Agreement dated as of the Closing Date (the "TSA") in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month for a period of ninety (90) days (aggregate amount of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000)) are Buyer's post-Closing obligation and are not subject to proration under this True-Up Statement. The TSA fees are payable in accordance with the terms of the TSA and are referenced herein for informational and completeness purposes only.
(iii) Parking Revenue. Parking revenue from monthly contract parking and transient daily parking (including at the Buckhead Place Office Tower parking garage, which generates significant parking income) shall be prorated on a per-diem basis as of the Proration Date. Monthly contract parking revenue received by Buyer for the month of June 2024 shall be allocated between the Parties based on the number of days in June attributable to each Party (5 days to Seller; 25 days to Buyer). Transient parking revenue collected post-Closing for the Seller's Period, if any, shall be remitted to Seller.
(iv) Antenna/Telecom License Fees. License fees payable by telecommunications carriers, wireless operators, and other licensees for the installation and operation of antennae, satellite dishes, and telecommunications equipment on the rooftops or other areas of the Properties shall be prorated on a per-diem basis as of the Proration Date. Prepaid license fees attributable to the Buyer's Period shall be credited to Buyer; license fees in arrears attributable to the Seller's Period shall be remitted to Seller upon collection by Buyer.
(v) Late Fees and Default Interest. Late fees and default interest collected from tenants after Closing shall be allocated to the Party to whose period the underlying delinquent payment relates. For example, a late fee assessed on a tenant's delinquent payment of May 2024 rent is Seller's income, while a late fee assessed on a tenant's delinquent payment of July 2024 rent is Buyer's income.
(vi) Interest Income on Operating Accounts. Interest income earned on operating accounts, reserve accounts, and escrow accounts maintained by the Target Entities at Magnolia Commerce Bank, N.A., shall be prorated as of the Proration Date, with interest earned through the Proration Date belonging to Seller and interest earned from and after the Proration Date belonging to Buyer.
SECTION 3
SUMMARY RECONCILIATION AND NET ADJUSTMENT
3.1 Summary Table
The following table summarizes the true-up adjustments for each line item category set forth in Section 2 above. A positive adjustment in the "Credit to Buyer" column indicates an amount owed by Seller to Buyer; a positive adjustment in the "Credit to Seller" column indicates an amount owed by Buyer to Seller.
3.2 Net Adjustment Calculation
Based on the summary reconciliation set forth in Section 3.1 above:
(a) The aggregate amount of credits to Buyer (i.e., amounts owed by Seller to Buyer) is: $__________
(b) The aggregate amount of credits to Seller (i.e., amounts owed by Buyer to Seller) is: $__________
(c) The net adjustment amount equals the difference between clause (a) and clause (b) above.
If the aggregate amount of credits to Buyer set forth in clause (a) above exceeds the aggregate amount of credits to Seller set forth in clause (b) above, Seller shall pay the net difference to Buyer. If the aggregate amount of credits to Seller set forth in clause (b) above exceeds the aggregate amount of credits to Buyer set forth in clause (a) above, Buyer shall pay the net difference to Seller.
Net Adjustment Amount: $__________________ payable to [Buyer / Seller] (circle or indicate one).
3.3 Payment Instructions
The net adjustment amount shall be due and payable within ten (10) business days following the earlier of (i) the date on which both Parties have executed this True-Up Statement pursuant to Section 4 below, or (ii) the date on which the Independent Accountant delivers its final determination of any disputed items, if applicable. Payment shall be made by wire transfer of immediately available funds to the account designated below by the Receiving Party.
If payment is to Buyer — Fairwater Real Estate Investment Trust:
Bank Name: ________ ABA/Routing No.: ________ Account Name: ________ Account No.: ________ Reference: Post-Closing Proration True-Up — Greystone/Fairwater Portfolio
If payment is to Seller — Greystone Meridian Partners Fund III, L.P.:
Bank Name: Magnolia Commerce Bank, N.A. Bank Address: 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303 ABA/Routing No.: ________ Account Name: Greystone Meridian Partners Fund III, L.P. Account No.: ________ Reference: Post-Closing Proration True-Up — Greystone/Fairwater Portfolio
Each Party reserves the right to update its wire transfer instructions by written notice delivered to the other Party at least two (2) business days prior to the applicable Payment Date.
SECTION 4
CERTIFICATION AND AGREEMENT
4.1 Buyer's Certification
Buyer hereby certifies that this True-Up Statement has been prepared in good faith and in accordance with the proration methodology set forth in Section 9.4 of the Agreement and Exhibit U thereto, and that the amounts set forth herein are true and correct in all material respects based on the information available to Buyer as of the date hereof. Buyer further certifies that it has used commercially reasonable efforts to obtain and verify actual invoices, tax bills, rent collections, utility charges, insurance premiums, and other information necessary to prepare this True-Up Statement, and that any estimated amounts included herein are clearly identified as estimates and are based on the best information reasonably available.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: ________
Title: ________
Date: ________
4.2 Seller's Acknowledgment and Agreement
Seller hereby acknowledges receipt and review of this True-Up Statement and all supporting documentation attached hereto and referenced herein. By executing below, Seller agrees that the amounts set forth herein are final and binding upon both Parties, subject to (i) the provisions of Section 9.4 of the Agreement with respect to further adjustments for items identified herein as estimates, and (ii) any disputed items noted in Section 4.3 below, which shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.2 above. Seller confirms that it has had adequate opportunity to review the True-Up Statement and supporting documentation and that Seller's execution below constitutes Seller's approval of all undisputed line items.
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: ________
Title: ________
Date: ________
4.3 Dispute Notation
If Seller has delivered a written objection to any line item(s) of this True-Up Statement pursuant to Section 1.2(b) above, and such objection(s) have not been fully resolved as of the date of execution of this True-Up Statement, the disputed items shall be noted below. Any undisputed amounts reflected in the Summary Reconciliation in Section 3.1 above shall be paid on the Payment Date notwithstanding the pendency of disputes on other line items. The disputed items shall be resolved in accordance with the dispute resolution procedures set forth in Section 1.2 above, and any additional amounts determined to be owing as a result of the resolution of disputed items shall be paid within ten (10) business days following such resolution.
Disputed Items (if any):
If no disputes exist, indicate "NONE" here: ________
SECTION 5
ATTACHMENTS AND SUPPORTING DOCUMENTATION
5.1 Required Attachments
The following schedules and supporting documentation are attached to and form a part of this True-Up Statement. The Parties acknowledge that the completeness and accuracy of this True-Up Statement is dependent upon the information contained in the attached schedules. In the event of any inconsistency between the summary tables in Section 2 and the detailed supporting schedules attached hereto, the detailed supporting schedules shall control.
Schedule A: Final real property tax bills for each Property (or, if final tax bills are not yet available, the most recent assessment notices from the applicable county tax assessor's office, together with the applicable millage rates or tax rates for the 2024 tax year).
Schedule B: Post-Closing rent collection report by tenant, reflecting all base rent, additional rent, and other charges billed, collected, and outstanding for each tenant at each Property from the Proration Date through the date of this True-Up Statement, including an aging report of rent arrearages.
Schedule C: 2023 and 2024 CAM/operating expense reconciliation statements for each Property, including (i) a detailed breakdown of actual operating expenses incurred by category, (ii) a calculation of estimated CAM/operating expense recoveries billed to tenants, (iii) a calculation of the over-collection or under-collection for each tenant, and (iv) copies of reconciliation statements sent or to be sent to tenants.
Schedule D: Final utility invoices and meter readings for each Property, including copies of final invoices from each utility provider for the billing period spanning the Proration Date and, where available, documentation of final meter readings obtained on or near the Proration Date.
Schedule E: Insurance premium statements and cancellation/refund documentation, including (i) a summary of all insurance policies maintained by Seller or the Target Entities that were cancelled at or after Closing, (ii) documentation of any premium refunds received by Seller or the Target Entities, and (iii) confirmation of Buyer's replacement insurance coverage.
Schedule F: Security deposit ledger as of the Proration Date and as of the date of this True-Up Statement, reflecting for each tenant (i) the amount of the cash security deposit on hand, (ii) the amount of any letter of credit, (iii) any applications or returns of security deposits since Closing, and (iv) any discrepancies between the amounts reflected in the Preliminary Statement and the actual amounts on hand.
Schedule G: Tenant sales reports for percentage rent calculations, to the extent such reports have been received from tenants as of the date of this True-Up Statement. If tenant sales reports have not yet been received, this Schedule shall identify the affected tenants, the applicable reporting deadlines, and the estimated percentage rent amounts used in this True-Up Statement.
Schedule H: Supporting invoices and documentation for all other income and expense items set forth in Part H of Section 2, including (i) parking revenue reports, (ii) antenna/telecom license agreements and fee schedules, (iii) late fee and default interest calculations, (iv) operating account bank statements reflecting interest income, (v) management fee invoices from Argyle Property Services LLC, and (vi) any other relevant documentation.
5.2 Cross-Reference to Preliminary Statement
The Preliminary Closing Proration Statement agreed upon and executed by the Parties at Closing on June 6, 2024, is attached hereto as Appendix 1 for comparison and cross-reference purposes. The Preliminary Statement sets forth the preliminary prorations used to calculate the initial proration credit at Closing, and the adjustments reflected in this True-Up Statement represent the differences between the preliminary amounts set forth in the Preliminary Statement and the final actual amounts determined in accordance with this True-Up Statement.
*
This Form of Post-Closing Proration True-Up Statement is attached as Exhibit V to the Purchase and Sale Agreement dated February 28, 2024 (as amended), by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, and is incorporated therein by reference.
*
END OF EXHIBIT V
No. | Property Name | Target Entity | Property Type | Location
1 | Fairfield Logistics Center I | GMP Fairfield I LLC | Industrial/Logistics | Fairburn, GA
2 | Fairfield Logistics Center II | GMP Fairfield II LLC | Industrial/Logistics | Fairburn, GA
3 | Westlake Distribution Hub | GMP Westlake LLC | Industrial/Distribution | Houston, TX
4 | Katy Freeway Logistics Park | GMP Katy LLC | Industrial/Logistics | Katy, TX
5 | Alliance Commerce Center | GMP Alliance LLC | Industrial/Commerce | Fort Worth, TX
6 | Lakeland Crossings Industrial | GMP Lakeland LLC | Industrial/Distribution | Lakeland, FL
7 | Southport Logistics Park | GMP Southport LLC | Industrial/Logistics | Jacksonville, FL
8 | Murfreesboro Distribution Center | GMP Murfreesboro LLC | Industrial/Distribution | Murfreesboro, TN
9 | Buckhead Place Office Tower | GMP Buckhead LLC | Office | Atlanta, GA
10 | SouthPark Corporate Center | GMP SouthPark LLC | Office | Charlotte, NC
11 | Cool Springs Office Park | GMP Cool Springs LLC | Office | Franklin, TN
12 | Brickell Bay Office Building | GMP Brickell LLC | Office | Miami, FL
13 | Peachtree Corners Logistics Center | GMP Peachtree LLC | Industrial/Logistics | Peachtree Corners, GA
14 | Mount Juliet Commerce Park | GMP Mount Juliet LLC | Industrial/Commerce | Mount Juliet, TN
Property Name / Target Entity | Taxing Jurisdiction (County/State) | Tax Year | Preliminary Estimate (Annual) | Actual Tax Amount (Annual) | Seller's Share (157/366) | Buyer's Share (209/366) | Preliminary Amount Charged to Seller at Closing | True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC | Fulton County, GA | 2024 | $1,320,000 | [__] | [__] | [__] | $566,066 | [__]
Fairfield Logistics Center II / GMP Fairfield II LLC | Fulton County, GA | 2024 | $1,180,000 | [__] | [__] | [__] | $506,339 | [__]
Westlake Distribution Hub / GMP Westlake LLC | Harris County, TX | 2024 | $1,410,000 | [__] | [__] | [__] | $604,918 | [__]
Katy Freeway Logistics Park / GMP Katy LLC | Harris County, TX | 2024 | $1,625,000 | [__] | [__] | [__] | $697,199 | [__]
Alliance Commerce Center / GMP Alliance LLC | Tarrant County, TX | 2024 | $1,090,000 | [__] | [__] | [__] | $467,705 | [__]
Lakeland Crossings Industrial / GMP Lakeland LLC | Polk County, FL | 2024 | $885,000 | [__] | [__] | [__] | $379,713 | [__]
Southport Logistics Park / GMP Southport LLC | Duval County, FL | 2024 | $1,050,000 | [__] | [__] | [__] | $450,492 | [__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC | Rutherford County, TN | 2024 | $920,000 | [__] | [__] | [__] | $394,754 | [__]
Buckhead Place Office Tower / GMP Buckhead LLC | Fulton County, GA | 2024 | $1,575,000 | [__] | [__] | [__] | $675,738 | [__]
SouthPark Corporate Center / GMP SouthPark LLC | Mecklenburg County, NC | 2024 | $1,140,000 | [__] | [__] | [__] | $489,180 | [__]
Cool Springs Office Park / GMP Cool Springs LLC | Williamson County, TN | 2024 | $780,000 | [__] | [__] | [__] | $334,672 | [__]
Brickell Bay Office Building / GMP Brickell LLC | Miami-Dade County, FL | 2024 | $1,285,000 | [__] | [__] | [__] | $551,352 | [__]
Peachtree Corners Logistics Center / GMP Peachtree LLC | Gwinnett County, GA | 2024 | $930,000 | [__] | [__] | [__] | $399,044 | [__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC | Wilson County, TN | 2024 | $570,000 | [__] | [__] | [__] | $244,590 | [__]
Description | Amount
Portfolio Total — Preliminary Estimate (Annual) | $14,760,000
Preliminary Seller's Share Charged at Closing ($14,760,000 × 157/366) | $6,332,951
Portfolio Total — Actual Annual Tax (per final bills) | [__]
Actual Seller's Share (Actual Annual Tax × 157/366) | [__]
Net True-Up Adjustment (Actual Seller's Share minus Preliminary Seller's Share) | [____]
Description | Amount
Annual In-Place Base Rent (Portfolio) | $74,800,000
Monthly Portfolio Base Rent (approximate) | $6,233,333
Total Leases in Portfolio | 87
Occupied square Footage | Approximately 6,482,000 sq. ft.
Portfolio Occupancy (as of Closing Date) | 94.3%
Tenant Name | Property | Annual Base Rent | % of Portfolio ABR
Cascade Supply Chain Solutions Inc. | Katy Freeway Logistics Park | $8,736,000 | 11.7%
Zynvaro Distribution Holdings LLC | Fairfield Logistics Center I | $7,532,000 | 10.1%
Thornton-Whitaker Pharmaceuticals Corp. | Lakeland Crossings Industrial | $6,180,000 | 8.3%
Birchwood Technology Group Inc. | Buckhead Place Office Tower | $5,668,000 | 7.6%
Atlas Freight Logistics Corp. | Southport Logistics Park | $5,330,000 | 7.1%
Property Name / Target Entity | Monthly Base Rent (All Tenants) | Prepaid Rent (Seller Credit to Buyer at Closing) | Rent Arrearages as of Proration Date | Post-Closing Collections Attributable to Pre-Closing Period | Net True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC | [__] | [__] | [__] | [__] | [__]
Fairfield Logistics Center II / GMP Fairfield II LLC | [__] | [__] | [__] | [__] | [__]
Westlake Distribution Hub / GMP Westlake LLC | [__] | [__] | [__] | [__] | [__]
Katy Freeway Logistics Park / GMP Katy LLC | [__] | [__] | [__] | [__] | [__]
Alliance Commerce Center / GMP Alliance LLC | [__] | [__] | [__] | [__] | [__]
Lakeland Crossings Industrial / GMP Lakeland LLC | [__] | [__] | [__] | [__] | [__]
Southport Logistics Park / GMP Southport LLC | [__] | [__] | [__] | [__] | [__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC | [__] | [__] | [__] | [__] | [__]
Buckhead Place Office Tower / GMP Buckhead LLC | [__] | [__] | [__] | [__] | [__]
SouthPark Corporate Center / GMP SouthPark LLC | [__] | [__] | [__] | [__] | [__]
Cool Springs Office Park / GMP Cool Springs LLC | [__] | [__] | [__] | [__] | [__]
Brickell Bay Office Building / GMP Brickell LLC | [__] | [__] | [__] | [__] | [__]
Peachtree Corners Logistics Center / GMP Peachtree LLC | [__] | [__] | [__] | [__] | [__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC | [__] | [__] | [__] | [__] | [__]
Portfolio Total | [____] | [____] | [____] | [____] | [____]
Property Name / Target Entity | Calendar Year | Estimated CAM/OpEx Recoveries Billed to Tenants (Annual) | Actual CAM/OpEx Incurred (Annual) | Over/(Under) Collection | Seller's Share | Buyer's Share | Preliminary Holdback at Closing | Net True-Up Adjustment
[Each of the 14 Properties — rows for both 2023 and 2024 calendar years] | 2023 | [__] | [__] | [__] | 100% | 0% | [__] | [__]
[Same Property] | 2024 | [__] | [__] | [__] | 157/366 | 209/366 | [__] | [__]
[Repeated for each of the 14 Properties]
Portfolio Total | [____] | [____] | [____] | [____] | [____] | $1,850,000 | [____]
Property Name / Target Entity | Utility Type | Final Meter Read Date | Seller's Share (Through Meter Read / Proration Date) | Buyer's Share (From Meter Read / Proration Date) | Preliminary Proration at Closing | Net True-Up Adjustment
[Each of the 14 Properties with separate rows for each utility type: Electric, Gas, Water/Sewer, Trash, Telecom]
Portfolio Total | All Utilities | [____] | [____] | [____] | [____]
Property Name / Target Entity | Carrier | Policy Number | Policy Period | Annual Premium | Seller's Pro Rata Share (Through Proration Date) | Buyer's Pro Rata Share (From Proration Date) | Preliminary Proration at Closing | Net True-Up Adjustment
[Each of the 14 Properties — separate rows for property insurance, general liability, and any other applicable policies]
Portfolio Total | [____] | [____] | [____] | [____] | [____]
Property Name / Target Entity | Total Security Deposits (Cash) | Letter of Credit Amounts (If Applicable) | Transferred to Buyer at Closing (Y/N) | Post-Closing Adjustments | Net True-Up Adjustment
Fairfield Logistics Center I / GMP Fairfield I LLC | [__] | [__] | Y | [__] | [__]
Fairfield Logistics Center II / GMP Fairfield II LLC | [__] | [__] | Y | [__] | [__]
Westlake Distribution Hub / GMP Westlake LLC | [__] | [__] | Y | [__] | [__]
Katy Freeway Logistics Park / GMP Katy LLC | [__] | [__] | Y | [__] | [__]
Alliance Commerce Center / GMP Alliance LLC | [__] | [__] | Y | [__] | [__]
Lakeland Crossings Industrial / GMP Lakeland LLC | [__] | [__] | Y | [__] | [__]
Southport Logistics Park / GMP Southport LLC | [__] | [__] | Y | [__] | [__]
Murfreesboro Distribution Center / GMP Murfreesboro LLC | [__] | [__] | Y | [__] | [__]
Buckhead Place Office Tower / GMP Buckhead LLC | [__] | [__] | Y | [__] | [__]
SouthPark Corporate Center / GMP SouthPark LLC | [__] | [__] | Y | [__] | [__]
Cool Springs Office Park / GMP Cool Springs LLC | [__] | [__] | Y | [__] | [__]
Brickell Bay Office Building / GMP Brickell LLC | [__] | [__] | Y | [__] | [__]
Peachtree Corners Logistics Center / GMP Peachtree LLC | [__] | [__] | Y | [__] | [__]
Mount Juliet Commerce Park / GMP Mount Juliet LLC | [__] | [__] | Y | [__] | [__]
Portfolio Total | $4,283,000 | [____] | [____] | [____]
Property Name / Target Entity | Tenant Name | Percentage Rent Period (Lease Year / Calendar Year) | Breakpoint Amount | Estimated Percentage Rent (Annual) | Seller's Pro Rata Share (Through Proration Date) | Buyer's Pro Rata Share (From Proration Date) | Preliminary Amount at Closing | Net True-Up Adjustment
[Applicable Properties and Tenants — to be completed for each lease containing percentage rent provisions]
Portfolio Total | [____] | [____] | [____] | [____] | [____]
Property Name / Target Entity | Description of Item | Seller's Share | Buyer's Share | Preliminary Amount at Closing | Net True-Up Adjustment
Various Properties | Parking Revenue (monthly and transient) | [__] | [__] | [__] | [__]
Buckhead Place Office Tower / GMP Buckhead LLC | Parking Garage Revenue | [__] | [__] | [__] | [__]
Various Properties | Antenna/Telecom License Fees | [__] | [__] | [__] | [__]
Various Properties | Late Fees and Default Interest Collected | [__] | [__] | [__] | [__]
All Target Entities | Interest Income on Operating Accounts (Magnolia Commerce Bank, N.A.) | [__] | [__] | [__] | [__]
All Properties | Management Fees — Argyle Property Services LLC (Seller's Period) | [__] | N/A | [__] | [__]
Various Properties | Vending Machine and Other Miscellaneous Revenue | [__] | [__] | [__] | [__]
Various Properties | Utility Deposits Refunded Post-Closing | [__] | [__] | [__] | [__]
Various Properties | Letter of Credit Transfer/Amendment Fees | [__] | [__] | [__] | [__]
Portfolio Total | [____] | [____] | [____] | [____]
Line Item Category | Preliminary Amount (at Closing) | Final Actual Amount | Adjustment (Credit to Buyer) | Adjustment (Credit to Seller)
A. Real Property Taxes | $6,332,951 (Seller's share) | [__] | [__] | [__]
B. Rents and Other Tenant Revenues | [__] | [__] | [__] | [__]
C. CAM/OpEx Reconciliation | $1,850,000 (reserve) | [__] | [__] | [__]
D. Utility Charges | [__] | [__] | [__] | [__]
E. Insurance Premiums | [__] | [__] | [__] | [__]
F. Security Deposits | $4,283,000 (transferred) | [__] | [__] | [__]
G. Percentage Rent | [__] | [__] | [__] | [__]
H. Other Income and Expense | [__] | [__] | [__] | [__]
TOTAL | $[____] | $[____]
Line Item | Description of Dispute | Buyer's Position | Seller's Position | Amount in Dispute
[__] | [__] | $[__] | $[__] | $[__]
[__] | [__] | $[__] | $[__] | $[__]
[__] | [__] | $[__] | $[__] | $[__]

EXHIBIT V

FORM OF POST-CLOSING PRORATION TRUE-UP STATEMENT

SECTION 1

GENERAL INSTRUCTIONS AND METHODOLOGY

SECTION 2

PART A: REAL PROPERTY TAXES

PART B: RENTS AND OTHER TENANT REVENUES

PART C: CAM / OPERATING EXPENSE RECONCILIATION

PART D: UTILITY CHARGES

PART E: INSURANCE PREMIUMS

PART F: SECURITY DEPOSITS

PART G: PERCENTAGE RENT

PART H: OTHER INCOME AND EXPENSE ITEMS

SECTION 3

SUMMARY RECONCILIATION AND NET ADJUSTMENT

SECTION 4

CERTIFICATION AND AGREEMENT

SELLER:

SECTION 5

ATTACHMENTS AND SUPPORTING DOCUMENTATION

END OF EXHIBIT V

Record

Parties

Dates

Amounts