Extract to table

We reviewed the Operating Agreement of each Target Entity and confirmed that each contains the following customary SPE covenants: (i) The entity shall not engage in any business other than the ownership, operation, management, leasing, and maintenance of the applicable property and activities incidental thereto; (ii) The entity shall maintain its existence as a separate legal entity and shall not merge or consolidate with any other person or entity; (iii) The entity shall not commingle its assets with those of any other person or entity and shall maintain separate bank accounts in its own name; (iv) The entity shall maintain its own separate books, records, and financial statements, apart from those of any affiliate or related entity; (v) The entity shall hold itself out to the public as a separate and distinct entity from any other person or entity, including its member, manager, and affiliates, and shall conduct its business in its own name; (vi) The entity shall pay its own liabilities and expenses from its own funds and shall not guarantee or become obligated for the debts of any other person or entity; and (vii) The entity shall maintain an arm's-length relationship with its affiliates in all transactions and dealings

Foreign Qualification — By State Each Target Entity is required to be qualified to transact business as a foreign limited liability company in the state where its property is located

E above and must be terminated via UCC-3 termination statements at or prior to closing

Amended and Restated Operating Agreements Following the closing of the Transaction, each Target Entity's Operating Agreement must be amended and restated in its entirety to reflect Fairwater Real Estate Investment Trust as the sole member of each entity, replacing GMP Fund III

The bank accounts themselves will remain in the name of each Target Entity (since the entities are being acquired rather than dissolved), but the signatory cards and access credentials must be replaced

UCC-1 financing statements filed against GMP Fund III's membership interests in the 14 Target Entities (in connection with fund-level credit facilities) must be terminated at or prior to closing via UCC-3 termination statements filed with the Delaware Secretary of State