Contract analysis

1. RECITALS / BACKGROUND 1.1 Reference to Loan Documents The Loan Agreement governs eight separate loans (designated as Loans 1-A through 1-H) made by Lender to the Borrowers. In connection with the Loan Agreement, each Borrower and certain other parties have executed and delivered to Lender various promissory notes, deeds of trust, mortgages, security deeds (as applicable by jurisdiction), assignments of leases and

2. CONSENT 2.1 Grant of Consent Subject to the satisfaction (or waiver by Lender) of each of the conditions precedent set forth in Section 3 below, Lender hereby consents to the Proposed Transfer, as described in Section 1.3 above. Such consent is limited solely and exclusively to the specific Proposed Transfer described herein — namely, the transfer of one hundred percent (100%) of the membership interests in each o

3. CONDITIONS TO EFFECTIVENESS The effectiveness of this Consent Letter, and the consent granted herein, is expressly conditioned upon the satisfaction (or written waiver by Lender) of each of the following conditions precedent on or prior to the Effective Date: 3.1 Payment of Consent Fee Transferee and/or Seller shall have paid to Lender a consent fee in the amount of One Million Fifty-Four Thousand and 00/100 Dolla

4. REPRESENTATIONS AND ACKNOWLEDGMENTS 4.1 Transferee Representations Transferee hereby represents and warrants to Lender, as of the date hereof and as of the Effective Date, as follows: (a) Transferee is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has all requisite power and authority to own, lease, and operate its asset

5. RELEASE OF EXISTING GUARANTOR 5.1 Conditional Release Upon the Effective Date and upon Lender's receipt and acceptance of the fully executed Replacement Guaranty, Lender hereby releases Greystone Meridian Partners Fund III, L.P. (the Existing Guarantor) from all obligations and liabilities arising under the Existing Guaranty, solely with respect to matters, acts, events, and occurrences arising from and after the

6. RESERVATION OF RIGHTS 6.1 No Waiver The consent granted herein is limited solely and exclusively to the specific Proposed Transfer described in this Consent Letter and shall not be deemed or construed as a consent to any other or further transfer, transaction, or action, whether of a similar or dissimilar nature, or as a waiver of any provision of the Loan Documents, including, without limitation, the provisions o

7. MISCELLANEOUS 7.1 Governing Law This Consent Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the New York General Obligations Law), without regard to any conflicts of laws principles that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provis

1. Master Loan Agreement dated as of September 15, 2020, by and among Pinnacle Federal Bank, N.A. and each of GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Murfreesboro LLC (as amended by the First Amendment to Master Loan Agreement dated as of March 1, 2022, and the Second Amendment to Master Loan Agreement dated as of Novemb

2. Promissory Notes (Loans 1-A through 1-H), each dated as of September 15, 2020, executed by the respective Borrower in favor of Pinnacle Federal Bank, N.A.: (a) Promissory Note — Loan 1-A (GMP Fairfield I LLC) (b) Promissory Note — Loan 1-B (GMP Fairfield II LLC) (c) Promissory Note — Loan 1-C (GMP Westlake LLC) (d) Promissory Note — Loan 1-D (GMP Katy LLC) (e) Promissory Note — Loan 1-E (GMP Alliance LLC) (f) Prom

3. Deeds of Trust / Mortgages / Security Deeds (as applicable by state), each dated as of September 15, 2020, encumbering the respective Property: (a) Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Fairfield Logistics Center I, Fulton County, Georgia (Loan 1-A) (b) Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Fairfield Log

4. Assignments of Leases and Rents for each of the eight Properties (to the extent not incorporated within the instruments described in item 3 above), each dated as of September 15, 2020.

5. Environmental Indemnity Agreements, each dated as of September 15, 2020, executed by each Borrower and the Existing Guarantor in favor of Pinnacle Federal Bank, N.A., with respect to each of the eight Properties.

6. Carve-Out Guaranty (Existing Guaranty), dated as of September 15, 2020, executed by Greystone Meridian Partners Fund III, L.P. in favor of Pinnacle Federal Bank, N.A. (to be replaced by the Replacement Guaranty upon the Effective Date).

7. UCC Financing Statements (UCC-1), filed in the State of Delaware (as the state of organization of each Borrower) and in the applicable recording offices of Fulton County, Georgia; Harris County, Texas; Tarrant County, Texas; Polk County, Florida; Duval County, Florida; and Rutherford County, Tennessee, together with any UCC continuation statements filed in connection therewith.

8. Cash Management Agreements, each dated as of September 15, 2020, by and among the respective Borrower, Pinnacle Federal Bank, N.A., and the applicable depository bank, governing the collection, application, and disbursement of rents and revenues from each of the eight Properties.

9. All amendments, supplements, modifications, extensions, consolidations, and restatements of any of the foregoing Loan Documents, including, without limitation, those described in item 1 above. END OF EXHIBIT C Field | Detail Account Name | Pinnacle Federal Bank, N.A. — Loan Administration Bank | Pinnacle Federal Bank, N.A. Bank Address | 600 Travis Street, Suite 4400, Houston, Texas 77002 ABA Routing Number | 1110