Contract analysis

Section 1. Reference and Recitals Reference is hereby made to the following loan documents (collectively, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Loan Documents"): [Select applicable option: (Option A — Pinnacle Federal Bank, N.A.): That certain Master Loan Agreement dated as of September 15, 2020 (as amended by that certain Fir

Section 2. Consent Subject to the terms, conditions, and limitations set forth in this Consent Letter, and in reliance upon the representations, warranties, and acknowledgments contained herein, Lender hereby consents to the Transfer. This consent is a one-time consent limited solely and exclusively to the Transfer as described herein and in the Purchase and Sale Agreement. This consent does not constitute, and shall

Section 3. Conditions to Consent The consent of Lender set forth in Section 2 above is expressly conditioned upon the satisfaction of each of the following conditions, each in form and substance satisfactory to Lender in its reasonable discretion: (a) Assumption Agreement. Receipt by Lender of the fully executed Assumption Agreement in the form attached hereto as Annex A (the "Assumption Agreement"), duly executed an

Section 4. Representations, Warranties, and Acknowledgments (a) Organization and Authority of Buyer. Buyer hereby represents and warrants to Lender that: (i) Buyer is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland; (ii) Buyer has all requisite power and authority, under its declaration of trust, bylaws, and applicable law, to con

Section 5. Consent Fee As a condition to the consent granted hereunder, Borrower and/or Buyer shall pay to Lender a consent fee (the "Consent Fee") in the following amount: [Select applicable option: (Option A — Pinnacle Federal Bank, N.A.): One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00) (representing 0.25% of the aggregate outstanding principal balance of $421,600,000.00). (Option B — Veltrano Ca

Section 6. Release of Existing Guarantor Upon and subject to (i) the occurrence of the Effective Date, (ii) the delivery to Lender of the fully executed Replacement Guaranty in accordance with Section 3(b) above, and (iii) the payment of the Consent Fee in accordance with Section 5 above, Lender hereby releases and forever discharges Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and Grey

Section 7. Loan Document Amendments Effective as of the Effective Date, the Loan Documents shall be deemed amended, without the necessity of any further action or documentation (except as expressly set forth herein), to reflect the following: (a) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the indirect owner of one hundred percent (100%) of the membership interests in each Borr

Section 8. Notices Effective as of the Effective Date, all notices, demands, requests, consents, approvals, and other communications required or permitted to be given under the Loan Documents to or by the indirect owner of the Borrower entities or the guarantor shall be addressed as follows: To Buyer / New Indirect Owner / Replacement Guarantor: Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 11

Section 9. Lender's Counsel Lender's counsel for purposes of the consent process contemplated by this Consent Letter is: [Select applicable option: (Option A — Pinnacle Federal Bank, N.A.): Whitfield & Archer LLP 717 Texas Avenue, Suite 2500 Houston, Texas 77002 Attention: Sandra Whitfield Telephone: (713) 555-7170 Email: swhitfield@whitfieldarcher.com (Option B — Veltrano Capital Lending Corp.): Cranford McCabe LLP

Section 10. Miscellaneous (a) Governing Law. This Consent Letter shall be governed by, and construed and interpreted in accordance with, the laws of the state governing the applicable Loan Documents, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of another jurisdiction. (b) Counterparts. This Consent Letter may be executed in any number of counterpa