Contract analysis

From: Grace Nakamura <gnakamura@calderwoodharkness.com> To: Leo Cranford <lcranford@cranfordmccabe.com> Cc: Douglas Fairchild <dfairchild@calderwoodharkness.com> Date: Fri, 10 May 2024 02:47:00 -0000 Subject: Veltrano Capital — Consent Status / Loans 2-A through 2-D (Fairwater / GMP Fund III Portfolio Acquisition)

I hope this note finds you well. I am writing to follow up on the status of Veltrano Capital Lending Corp.'s consent to the change of control in connection with Loans 2-A through 2-D, as described more fully below.

As you know, our firm represents Fairwater Real Estate Investment Trust ("Fairwater" or "Buyer") as buyer's counsel (C&H Matter No. 1036-00004) in connection with the pending acquisition by Fairwater of a portfolio of commercial real estate assets from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller") for an aggregate purchase price of $1,100,000,000 (the "Transaction").

The consent request relates to Loans 2-A through 2-D under that certain Loan Agreement dated as of February 1, 2021, as amended (the "Loan Agreement"), between Veltrano Capital Lending Corp. ("Lender") and the borrowers identified below, secured by the following four office properties:

- **Loan 2-A:** Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, GA 30326 — Borrower: GMP Buckhead LLC - **Loan 2-B:** SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 — Borrower: GMP SouthPark LLC - **Loan 2-C:** Cool Springs Office Park, 5000 Virginia Way, Brentwood, TN 37027 — Borrower: GMP Cool Springs LLC - **Loan 2-D:** Brickell Bay Office Building, 1450 Brickell Avenue, Miami, F

The Loans have an aggregate outstanding principal balance of approximately $142,300,000 (as of February 28, 2024), bear interest at a fixed rate of 4.68% per annum, and mature on March 1, 2029.

As you will recall, on March 8, 2024, we transmitted to your office our formal consent request package on behalf of Fairwater, which included, among other items: (i) Fairwater's audited financial statements; (ii) the executed Replacement Carve-Out Guaranty in favor of Veltrano Capital; and (iii) related documentation demonstrating Fairwater's satisfaction of the replacement guarantor requirements under the Loan Agree

Since that time, we have received and responded to Veltrano's initial diligence questions and provided comments addressing Veltrano's markup of the replacement guaranty form. We believe we have addressed all items raised to date, and I would appreciate an update on where the consent letter currently stands in Veltrano's internal approval process.

We understand that the applicable consent fee is $711,500, representing 0.50% of the $142,300,000 outstanding principal balance, and we confirm that amount. Under the terms of the Purchase and Sale Agreement, the consent fee is to be split equally between Buyer and Seller ($355,750 each). Both Fairwater and GMP Fund III are prepared to wire the fee promptly upon execution of the consent letter. Could you please confi

I want to flag the importance of the timeline here. The lender consent deadline under the Purchase and Sale Agreement is **May 24, 2024**, and the scheduled closing date for the Transaction is **May 31, 2024**. Fairwater is working diligently to satisfy all closing conditions on schedule, and timely receipt of the Veltrano consent is critical to meeting the contractual timeline. I would note that the other lender con

Please let us know if there are any remaining open items, additional documentation, or information that Veltrano or Cranford McCabe requires from Fairwater or C&H in order to finalize the consent. We are happy to turn around any supplemental requests on an expedited basis.

I would also welcome the opportunity to schedule a call early next week — Monday or Tuesday would work well on our end — to discuss any outstanding issues and ensure we are on track. In the meantime, could you provide your best estimate of when we can expect to receive the executed consent letter?

As a housekeeping matter, I note that Denise Alvarado (Managing Director, Veltrano Capital) has been copied on our prior correspondence. Could you confirm whether she remains the appropriate primary business contact at Veltrano for purposes of this consent process?

On the seller side, Nathaniel Pryce and Thomas Keating (senior associate) at Blackridge Hayes LLP are coordinating the seller-side deliverables for the consent and are available to assist with any items that require Seller or borrower-level input.

Thank you for your attention to this matter and your cooperation throughout the process, Leo. Please do not hesitate to reach out if it would be helpful to discuss.

Grace Nakamura Senior Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Direct: (212) 558-4173 Mobile: (917) 602-8841 gnakamura@calderwoodharkness.com

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