Contract analysis

1. Reference to Loan Documents The Lender, the Borrowers, and the Existing Guarantor (as defined below) are parties to that certain Loan Agreement, dated as of February 1, 2021, as amended by that certain First Amendment to Loan Agreement dated as of August 15, 2022 (as so amended and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and bet

2. Change of Control Provision The Loan Agreement contains certain provisions that restrict any direct or indirect transfer, sale, conveyance, assignment, pledge, encumbrance, or other disposition of any ownership interests in any Borrower (or in any entity that, directly or indirectly, controls or owns a majority interest in any Borrower) without the prior written consent of Lender (the "Change of Control Provision"

3. The Proposed Transaction The Lender has been informed that, pursuant to a Purchase and Sale Agreement dated as of February 28, 2024 (the "PSA"), 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" or the "Transferee"), Buyer will acquire one hundred percent (100%) of the me

4. Consent Request By letter dated March 8, 2024, Calderwood & Harkness LLP, acting as counsel to Buyer, transmitted a formal consent request to Cranford McCabe LLP, counsel to Lender, requesting that Lender consent to the Transfer in accordance with the terms and conditions of the Loan Agreement. In connection with such consent request, the Lender has reviewed, among other things, the following documentation and inf

5. Grant of Consent Subject to the satisfaction of each of the Consent Conditions set forth in Section 6 below, Veltrano Capital Lending Corp. hereby consents to the Transfer, specifically, the transfer of one hundred percent (100%) of the membership interests in each of GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Es

6. Effective Date; Consent Conditions This consent shall become effective upon the satisfaction of all of the following conditions precedent (the "Consent Conditions"), each to the reasonable satisfaction of Lender: (a) Closing of the Transfer. The closing of the Transfer shall have occurred in accordance with the terms of the PSA, and evidence thereof shall have been delivered to Lender. (b) Replacement Guaranty. Fa

7. Payment of Consent Fee As a condition precedent to the effectiveness of this consent, Buyer and Seller shall pay (or cause to be paid) to Lender a consent fee in the amount of Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500) (the "Consent Fee"). The Consent Fee has been calculated as fifty basis points (0.50%) of the aggregate outstanding principal balance of the Loans, as follows: $142,300

8. Replacement Guaranty As a condition precedent to this consent, Fairwater Real Estate Investment Trust (in its capacity as the replacement guarantor, the "Replacement Guarantor") shall execute and deliver to Lender the Replacement Guaranty, in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which the Replacement Guarantor replaces the Existing Guarantor as the guarantor unde

9. Assumption of Obligations As a further condition precedent to this consent, Buyer shall execute and deliver to Lender the Assumption Agreement, in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which Buyer expressly and unconditionally assumes all of the obligations, liabilities, and duties of the Borrowers under the Loan Agreement and all related Loan Documents, including

10. Representations and Warranties of Buyer Buyer represents and warrants to Lender as of the Closing Date as follows: (a) Organization and Standing. Buyer is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties o

11. No Waiver; Reservation of Rights This consent is limited solely to the Transfer described herein, and nothing contained in this consent letter shall constitute or be deemed to constitute: (a) a consent to any other or further transfer, sale, conveyance, assignment, pledge, encumbrance, or other change of control, whether direct or indirect, of any ownership interest in any Borrower or in any entity that directly

12. Loan Terms Unchanged Following the Transfer and the effectiveness of this consent, the terms of the Loans shall remain unchanged, as follows: All covenants, conditions, obligations, reporting requirements, reserve requirements, cash management provisions, and other terms of the Borrowers under the Loan Agreement and the other Loan Documents shall continue in full force and effect without amendment, modification,

13. Lender's Counsel and Costs Lender has been represented by Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131 (Attention: Leo Cranford, Esq.) in connection with the review, negotiation, documentation, and execution of this consent letter and the related transaction documents. Buyer shall reimburse Lender for all reasonable, documented, out-of-pocket costs and expenses incurred by Le

14. Governing Law This consent letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws, consistent with the governing law provisions set forth in the Loan Agreement. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County, and State of New Yo

15. Counterparts; Electronic Execution This consent letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this consent letter by portable document format (PDF), facsimile transmission, or other electronic transmission (including via Bright

16. Entire Agreement This consent letter, together with the Assumption Agreement and the Replacement Guaranty (each to be executed and delivered at the closing of the Transfer), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements, understandings, and correspondence among the parties relating to the subje