1036-00004 · Client 1036 · Lender Consents

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CALDERWOOD & HARKNESS LLP

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL

To: Douglas Fairchild, Responsible Partner Angela Fontaine, Billing Partner

From: Rafael Dominguez, Working Associate

CC: Grace Nakamura, Lead Associate

Date: June 6, 2024

Re: Lender Consent Fee Wire Instructions & Confirmation — Fairwater Real Estate Investment Trust / Greystone Meridian Partners Fund III, L.P. Portfolio Acquisition

Matter No.: 1036-00004

1. Purpose and Summary

This internal memorandum confirms the execution and verification of all wire transfers for lender consent fees required under the Purchase and Sale Agreement dated 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"), in connection with the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (each, a "Property Owner" and collectively, the "Property Owners"). The Property Owners collectively hold fee simple title to fourteen (14) logistics, industrial, and office properties located across five states (the "Portfolio" or the "Properties").

Because the transaction is structured as an entity-level acquisition — rather than a direct conveyance of the underlying real property assets — the transfer of the Interests constitutes a "change of control" (or equivalent triggering event) under each of the three existing mortgage loan facilities encumbering the Properties. Each of the applicable mortgage loan agreements contains a covenant requiring the applicable lender's prior written consent before any direct or indirect transfer of ownership interests in the borrower entity may be consummated. Accordingly, obtaining the consent of each mortgage lender was identified early in the transaction as a critical-path item and was expressly designated as a condition precedent to Buyer's and Seller's respective obligations to close under the PSA.

Three institutional lenders hold the mortgage debt across the Portfolio:

(i) Pinnacle Federal Bank, N.A. ("Pinnacle"), which holds a master loan facility secured by eight (8) logistics properties;

(ii) Veltrano Capital Lending Corp. ("Veltrano"), which holds a loan facility secured by four (4) office properties; and

(iii) Sycamore Life Insurance Company ("Sycamore"), which holds a note purchase facility secured by two (2) logistics properties.

Each lender required payment of a consent fee as a condition to granting its consent to the change of control. The aggregate consent fees across all three lenders total $1,825,625.00. Pursuant to Section 7.4(b) of the PSA, consent fees incurred in connection with obtaining lender approvals are to be borne equally (50/50) by Buyer and Seller. Accordingly, Buyer's share of the aggregate consent fees is $912,812.50, and Seller's share is $912,812.50.

As described in greater detail below, all three consent fee wires were initiated and confirmed on the closing date, June 6, 2024, through the closing escrow maintained by Commonwealth National Title Insurance Company ("Commonwealth" or the "Title Company"). This memorandum documents the wire instructions utilized, the verification procedures undertaken by Calderwood & Harkness LLP ("C&H") with respect to those instructions, the confirmation of receipt by each lender, and the treatment of the consent fees on the parties' respective closing settlement statements.

2. Background — Consent Fee Obligations

2.1 Lender Consent Requirement

Each of the three existing mortgage loan agreements contains a change of control provision that restricts transfers of direct or indirect ownership interests in the applicable borrower entity. The specific provisions are summarized as follows:

Pinnacle Federal Bank, N.A. — Section 5.02(d) of the Master Loan Agreement dated September 15, 2020 (the "Pinnacle Master Loan Agreement"), among 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 borrowers, and Pinnacle Federal Bank, N.A., as lender, prohibits any direct or indirect transfer of ownership interests in any borrower entity, or any change in the identity of the managing member or controlling person of any borrower entity, without the prior written consent of the lender, which consent may be granted or withheld in the lender's sole and absolute discretion, subject to payment of a consent fee and satisfaction of replacement guarantor requirements.

Veltrano Capital Lending Corp. — Section 8.1 of the Loan Agreement dated February 1, 2021 (the "Veltrano Loan Agreement"), among GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC, as borrowers, and Veltrano Capital Lending Corp., as lender, contains a substantially similar restriction, prohibiting any transfer of a controlling interest in any borrower without the lender's prior written consent, conditioned on payment of a consent fee and delivery of replacement guaranty documentation satisfactory to the lender.

Sycamore Life Insurance Company — Section 6.03 of the Note Purchase Agreement dated November 22, 2019 (the "Sycamore NPA"), among GMP Peachtree LLC and GMP Mount Juliet LLC, as borrowers, and Sycamore Life Insurance Company, as noteholder, similarly restricts any change of control of the borrower entities, defining "change of control" to include any transfer, whether direct or indirect, of fifty percent (50%) or more of the ownership interests in any borrower entity, and requiring the noteholder's prior written consent as a condition to any such transfer.

The acquisition of 100% of the Interests in each of the fourteen Property Owners by Buyer unambiguously constitutes a "change of control" (or its equivalent defined term) under each of the three foregoing loan facilities. Accordingly, obtaining each lender's consent was a condition precedent to closing under PSA Section 6.1(c) (Buyer's conditions) and Section 6.2(c) (Seller's conditions). The parties' respective obligations to close could not be satisfied without all three consents having been received and remaining in full force and effect as of the closing date.

The timeline for obtaining each lender's consent proceeded as follows:

• Veltrano Capital Lending Corp.: Consent application submitted March 15, 2024. After completion of Veltrano's underwriting review of Buyer's financial statements, organizational documents, and replacement guarantor qualifications, Veltrano issued its executed Lender Consent Letter on May 17, 2024, which was the first consent obtained.

• Sycamore Life Insurance Company: Consent application submitted March 8, 2024. Sycamore conducted its standard due diligence review of the replacement guarantor's financial condition, including verification of Buyer's tangible net worth and liquid asset covenants. Sycamore issued its executed Lender Consent Letter on May 22, 2024.

• Pinnacle Federal Bank, N.A.: Consent application submitted March 11, 2024. Due to the size and complexity of the Pinnacle facility (eight borrowers under a master loan structure with an aggregate outstanding principal balance in excess of $421 million), Pinnacle's internal credit committee review was protracted. Pinnacle required supplemental financial information from Buyer on April 19, 2024, and again on May 10, 2024. Pinnacle issued its executed Lender Consent Letter on June 4, 2024 — the final consent received. Because the Pinnacle consent was not obtained until after the originally scheduled closing date of May 31, 2024, the closing was delayed by six (6) calendar days, from the scheduled May 31, 2024, to the actual closing date of June 6, 2024.

All three executed Lender Consent Letters were in our possession and had been reviewed and approved by C&H, Buyer's in-house counsel (Jennifer Park, SVP — Legal, Fairwater REIT), and Seller's counsel (Hargrove & Sullivan LLP, David Hargrove, Partner) prior to closing.

2.2 Consent Fee Calculation

Each lender's consent letter specifies the consent fee payable as a condition to the effectiveness of such consent. The consent fees are calculated as a percentage of the outstanding principal balance of the applicable loan facility as of the date of the PSA (February 28, 2024). The following table sets forth the consent fee calculation for each lender:

Table: Consent Fee Computation

The outstanding principal balances reflected above are as of the PSA date and were confirmed by each lender in connection with the delivery of payoff and loan status information during the consent process. It is noted that the Pinnacle consent fee rate (0.25%) is at the lower end of market for a facility of this size, reflecting the existing lending relationship between Pinnacle and Greystone Meridian Partners. The Veltrano consent fee rate (0.50%) is consistent with the consent fee provision negotiated at origination of the Veltrano Loan Agreement. The Sycamore consent fee rate (0.125%) reflects the historically lower fee structure typical of insurance company portfolio lenders.

2.3 Cost Allocation Between Buyer and Seller

Pursuant to Section 7.4(b) of the PSA, all consent fees payable in connection with obtaining lender consents to the change of control shall be borne equally by Buyer and Seller, with each party responsible for fifty percent (50%) of the aggregate consent fees. The allocation is computed as follows:

• Buyer's share: $1,825,625.00 × 50% = $912,812.50

• Seller's share: $1,825,625.00 × 50% = $912,812.50

As a mechanical matter, the consent fee payments were structured so that Buyer funded each consent fee wire in full to the applicable lender from the closing escrow. Seller's fifty percent (50%) share of the aggregate consent fees was then reflected as a credit to Buyer (and a corresponding debit against Seller's proceeds) on the closing settlement statements prepared by C&H and the Title Company. This approach was adopted to avoid the need for multiple wire transfers and to ensure that each lender received a single wire in the full consent fee amount from a single source (the closing escrow), thereby minimizing the risk of any delay or confusion in the lenders' confirmation of receipt.

The net result of this treatment is as follows:

• Buyer funded $1,825,625.00 in aggregate consent fees from the closing escrow.

• Buyer received a credit of $912,812.50 on its settlement statement, representing Seller's share.

• Seller's closing proceeds were reduced by $912,812.50, representing Seller's share of the consent fees.

• The net economic cost to each party is $912,812.50.

The foregoing allocation and settlement treatment were approved by Buyer's counsel, Seller's counsel, and the Title Company in advance of closing and are reflected in the executed closing settlement statements dated June 6, 2024.

3. Wire Transfer Instructions — By Lender

Set forth below are the wire transfer instructions utilized for each of the three consent fee payments, together with relevant identifying information for each lender, the applicable loan facility, and the properties secured thereunder.

3.1 Pinnacle Federal Bank, N.A.

Payee: Pinnacle Federal Bank, N.A.

Address: 600 Travis Street, Suite 4400, Houston, Texas 77002

Amount: $1,054,000.00

Reference / Memo Line: Consent Fee — Change of Control — Loans 1-A through 1-H; Master Loan Agreement dated September 15, 2020; Borrowers: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC

Wire Instructions (as provided by Whitfield & Archer LLP, Sandra Whitfield, Partner, on behalf of Pinnacle Federal Bank, N.A., via letter dated June 3, 2024):

• Receiving Bank: Pinnacle Federal Bank, N.A.

• ABA Routing Number: 113024915

• Account Name: Pinnacle Federal Bank, N.A. — Loan Administration Trust Account

• Account Number: 8840-2716-0091

• Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 1-A through 1-H

Loan Officer Contact: Bradley Carston, Senior Vice President, Commercial Real Estate Lending Division, Pinnacle Federal Bank, N.A.; telephone: (713) 555-4200; email: bcarston@pinnaclefederal.com

Lender's Counsel: Whitfield & Archer LLP, 717 Texas Avenue, Suite 2500, Houston, Texas 77002; Sandra Whitfield, Partner; telephone: (713) 555-8800; email: swhitfield@whitfieldarcherlaw.com

Properties Secured (eight (8) logistics and industrial properties under the Pinnacle Master Loan Agreement):

1. Fairfield Logistics Center I — 4200 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield I LLC; Loan 1-A)

2. Fairfield Logistics Center II — 4300 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield II LLC; Loan 1-B)

3. Westlake Distribution Hub — 11500 Westlake Parkway, Houston, Texas 77077 (Borrower: GMP Westlake LLC; Loan 1-C)

4. Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, Texas 77450 (Borrower: GMP Katy LLC; Loan 1-D)

5. Alliance Commerce Center — 2800 Alliance Gateway Boulevard, Fort Worth, Texas 76177 (Borrower: GMP Alliance LLC; Loan 1-E)

6. Lakeland Crossings Industrial — 7100 Drane Field Road, Lakeland, Florida 33811 (Borrower: GMP Lakeland LLC; Loan 1-F)

7. Southport Logistics Park — 3200 Southport Connector Road, Jacksonville, Florida 32218 (Borrower: GMP Southport LLC; Loan 1-G)

8. Murfreesboro Distribution Center — 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 (Borrower: GMP Murfreesboro LLC; Loan 1-H)

Loan Terms Summary: Aggregate outstanding principal balance of $421,600,000.00 as of February 28, 2024; fixed interest rate of 4.22% per annum; scheduled maturity date of July 1, 2028; cross-collateralized and cross-defaulted across all eight borrower entities under the Pinnacle Master Loan Agreement. The consent fee of $1,054,000.00 represents 0.25% of the aggregate outstanding principal balance.

3.2 Veltrano Capital Lending Corp.

Payee: Veltrano Capital Lending Corp.

Address: 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131

Amount: $711,500.00

Reference / Memo Line: Consent Fee — Change of Control — Loans 2-A through 2-D; Loan Agreement dated February 1, 2021; Borrowers: GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC

Wire Instructions (as provided by Cranford McCabe LLP, Leo Cranford, Partner, on behalf of Veltrano Capital Lending Corp., via letter dated May 15, 2024):

• Receiving Bank: First Atlantic National Bank

• ABA Routing Number: 067009301

• Account Name: Veltrano Capital Lending Corp. — Fee Collection Account

• Account Number: 3301-8847-2254

• Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 2-A through 2-D

Loan Officer Contact: Denise Alvarado, Managing Director, Commercial Mortgage Originations, Veltrano Capital Lending Corp.; telephone: (305) 555-7100; email: dalvarado@ridgemontcapital.com

Lender's Counsel: Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131; Leo Cranford, Partner; telephone: (305) 555-6200; email: lcranford@cranfordmccabe.com

Properties Secured (four (4) office properties under the Veltrano Loan Agreement):

1. Buckhead Place Office Tower — 3380 Peachtree Road NE, Atlanta, Georgia 30326 (Borrower: GMP Buckhead LLC; Loan 2-A)

2. SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210 (Borrower: GMP SouthPark LLC; Loan 2-B)

3. Cool Springs Office Park — 5000 Virginia Way, Brentwood, Tennessee 37027 (Borrower: GMP Cool Springs LLC; Loan 2-C)

4. Brickell Bay Office Building — 1450 Brickell Avenue, Miami, Florida 33131 (Borrower: GMP Brickell LLC; Loan 2-D)

Loan Terms Summary: Aggregate outstanding principal balance of $142,300,000.00 as of February 28, 2024; fixed interest rate of 4.68% per annum; scheduled maturity date of March 1, 2029; cross-collateralized and cross-defaulted across all four borrower entities under the Veltrano Loan Agreement. The consent fee of $711,500.00 represents 0.50% of the aggregate outstanding principal balance.

3.3 Sycamore Life Insurance Company

Payee: Sycamore Life Insurance Company

Address: 100 Constitution Plaza, Hartford, Connecticut 06103

Amount: $60,125.00

Reference / Memo Line: Consent Fee — Change of Control — Loans 3-A and 3-B; Note Purchase Agreement dated November 22, 2019; Borrowers: GMP Peachtree LLC, GMP Mount Juliet LLC

Wire Instructions (as provided by Partridge Wynn & Slater LLP, Claire Wynn, Partner, on behalf of Sycamore Life Insurance Company, via letter dated May 20, 2024):

• Receiving Bank: New England Fidelity Trust Company

• ABA Routing Number: 021272723

• Account Name: Sycamore Life Insurance Company — Mortgage Investments Fee Account

• Account Number: 7760-4418-3309

• Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 3-A and 3-B

Loan Officer Contact: Graham Hilliard, Vice President, Mortgage Investments Division, Sycamore Life Insurance Company; telephone: (860) 555-3400; email: ghilliard@sycamorelife.com

Lender's Counsel: Partridge Wynn & Slater LLP, 100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103; Claire Wynn, Partner; telephone: (860) 555-9100; email: cwynn@partridgewynn.com

Properties Secured (two (2) logistics properties under the Sycamore NPA):

1. Peachtree Corners Logistics Center — 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071 (Borrower: GMP Peachtree LLC; Loan 3-A)

2. Mount Juliet Commerce Park — 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 (Borrower: GMP Mount Juliet LLC; Loan 3-B)

Loan Terms Summary: Aggregate outstanding principal balance of $48,100,000.00 as of February 28, 2024; fixed interest rate of 3.95% per annum; scheduled maturity date of December 1, 2030; cross-collateralized and cross-defaulted across both borrower entities under the Sycamore NPA. The consent fee of $60,125.00 represents 0.125% of the aggregate outstanding principal balance.

4. Wire Transfer Verification and Confirmation

4.1 Verification Procedures

In accordance with C&H's standard wire fraud prevention protocols and consistent with the firm's policies on verification of wire instructions for transactions involving the disbursement of funds in excess of $25,000, the wire instructions for each lender were subjected to the following verification procedures:

Step 1 — Receipt of Written Instructions. Wire instructions for each lender were received in writing from the respective lender's outside counsel via email and confirmed by original letter delivered via overnight courier. Each set of wire instructions was provided on the letterhead of the applicable law firm and signed by the responsible partner.

Step 2 — Telephone Callback Verification. The wire instructions were independently verified by this firm via telephone callback to each lender's counsel contact, using the telephone numbers previously on file with C&H (and not the telephone numbers contained in the wire instruction letters themselves, so as to mitigate the risk of social engineering or business email compromise). The callbacks were conducted by the undersigned and are documented as follows:

• Sandra Whitfield (Whitfield & Archer LLP, counsel to Pinnacle Federal Bank, N.A.) — telephone callback completed on June 5, 2024, at 2:15 PM ET. Ms. Whitfield confirmed the accuracy of the ABA routing number, account name, account number, and reference line set forth in the Pinnacle wire instruction letter dated June 3, 2024.

• Leo Cranford (Cranford McCabe LLP, counsel to Veltrano Capital Lending Corp.) — telephone callback completed on June 5, 2024, at 2:45 PM ET. Mr. Cranford confirmed the accuracy of the receiving bank, ABA routing number, account name, account number, and reference line set forth in the Veltrano wire instruction letter dated May 15, 2024.

• Claire Wynn (Partridge Wynn & Slater LLP, counsel to Sycamore Life Insurance Company) — telephone callback completed on June 5, 2024, at 3:10 PM ET. Ms. Wynn confirmed the accuracy of the receiving bank, ABA routing number, account name, account number, and reference line set forth in the Sycamore wire instruction letter dated May 20, 2024.

Step 3 — Cross-Reference Against Consent Letters. The wire instructions were also cross-referenced against the wire payment provisions contained in each lender's executed Consent Letter to confirm consistency of the payee name, payment amount, and any required reference information. No discrepancies were identified.

Step 4 — Transmittal to Title Company. Following completion of the verification procedures described above, the verified wire instructions were transmitted by the undersigned via secure email to Kenneth Stanhope, SVP, Title Officer, at Commonwealth National Title Insurance Company, on June 5, 2024, at 4:30 PM ET, together with written authorization from both Buyer's counsel and Seller's counsel to disburse the consent fee payments from escrow on the closing date.

4.2 Wire Initiation and Confirmation

All three consent fee wires were initiated by Commonwealth National Title Insurance Company from the closing escrow funds on the morning of June 6, 2024. The following table summarizes the wire transfer initiation and confirmation status:

Table: Wire Transfer Confirmation Summary

All three wires were initiated by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303; telephone: (404) 555-2300) from the closing escrow funds on June 6, 2024. The wires were initiated in immediate succession beginning at approximately 9:04 AM ET, and all three were confirmed as settled via Fedwire by approximately 10:22 AM ET on the same date.

Federal reference numbers for each wire are reflected in the table above and are documented in the bank confirmation receipts issued by Commonwealth's depository bank, which are appended to this memorandum as Attachment B.

4.3 Confirmation of Receipt

Following settlement of each wire, C&H requested confirmation of receipt from each lender through the applicable lender's outside counsel. The status of those confirmations is as follows:

• Pinnacle Federal Bank, N.A. (via Whitfield & Archer LLP): Sandra Whitfield confirmed receipt of the $1,054,000.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:47 AM ET. Ms. Whitfield's email confirmed that the funds were received into the Pinnacle Loan Administration Trust Account and that Pinnacle's consent to the change of control is effective as of the closing date.

• Veltrano Capital Lending Corp. (via Cranford McCabe LLP): Leo Cranford confirmed receipt of the $711,500.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:30 AM ET. Mr. Cranford's email confirmed that the funds were received into the Veltrano Fee Collection Account and that Veltrano's consent remains in full force and effect.

• Sycamore Life Insurance Company (via Partridge Wynn & Slater LLP): Claire Wynn confirmed receipt of the $60,125.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:15 AM ET. Ms. Wynn's email confirmed that the funds were received into the Sycamore Mortgage Investments Fee Account and that Sycamore's consent remains in full force and effect.

Copies of each lender's counsel's receipt confirmation email are included in Attachment C to this memorandum.

5. Closing Statement Treatment

The consent fees are reflected in the Closing Settlement Statements for both Buyer and Seller, which were prepared by C&H in coordination with Commonwealth National Title Insurance Company and reviewed and approved by both Buyer's and Seller's respective counsel prior to closing. The treatment of the consent fees on the settlement statements is as follows:

• The total aggregate consent fees of $1,825,625.00 are debited on Buyer's Closing Settlement Statement as a closing cost, reflecting Buyer's initial funding of the full consent fee amounts from the closing escrow.

• Seller's fifty percent (50%) share of the consent fees, in the amount of $912,812.50, is credited to Buyer on Buyer's Closing Settlement Statement and correspondingly debited from Seller's closing proceeds on Seller's Closing Settlement Statement.

• The net cost to Buyer after application of the Seller credit is $912,812.50.

• The net cost to Seller, reflected as a reduction in Seller's closing proceeds, is $912,812.50.

These amounts are consistent with the cost-sharing obligations set forth in Section 7.4(b) of the PSA and were incorporated into the Funds Flow Memorandum prepared by C&H for the June 6, 2024 closing. The consent fee line items appear on the Funds Flow Memorandum under the heading "Lender Consent Fees" and are broken out by lender for transparency and audit trail purposes. An excerpt from the Funds Flow Memorandum showing the consent fee line items is included as Attachment D to this memorandum.

The Closing Settlement Statements for both Buyer and Seller were executed by the respective parties on June 6, 2024, and copies were delivered to Commonwealth National Title Insurance Company to authorize disbursement of the closing escrow funds in accordance with the approved funds flow.

6. Coordination with Related Closing Deliverables

The consent fee payments described in this memorandum were coordinated with, and represent a condition to the effectiveness of, the following related closing deliverables:

Executed Lender Consents:

• Lender Consent Letter — Pinnacle Federal Bank, N.A., dated June 4, 2024, executed by Bradley Carston, Senior Vice President, on behalf of Pinnacle

• Lender Consent Letter — Veltrano Capital Lending Corp., dated May 17, 2024, executed by Denise Alvarado, Managing Director, on behalf of Veltrano

• Lender Consent Letter — Sycamore Life Insurance Company, dated May 22, 2024, executed by Graham Hilliard, Vice President, Mortgage Investments, on behalf of Sycamore

Replacement Guaranties:

• Replacement Guaranty — Pinnacle Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Pinnacle Federal Bank, N.A., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Pinnacle Master Loan Agreement. Financial covenants include: (a) minimum tangible net worth of $500,000,000, tested quarterly; and (b) minimum liquid assets of $50,000,000, tested quarterly.

• Replacement Guaranty — Veltrano Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Veltrano Capital Lending Corp., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Veltrano Loan Agreement. Financial covenants mirror those of the Pinnacle Replacement Guaranty (minimum tangible net worth of $500,000,000; minimum liquid assets of $50,000,000).

• Replacement Guaranty — Sycamore Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Sycamore Life Insurance Company, replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Sycamore NPA. Financial covenants mirror those of the Pinnacle and Veltrano Replacement Guaranties (minimum tangible net worth of $500,000,000; minimum liquid assets of $50,000,000).

Assumption Agreements:

• Assumption Agreement — Pinnacle Federal Bank, N.A.: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Pinnacle borrower entities, acknowledging the terms and conditions of the Pinnacle Master Loan Agreement and agreeing to be bound by the obligations of the indirect equity holder thereunder.

• Assumption Agreement — Veltrano Capital Lending Corp.: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Veltrano borrower entities, on substantially similar terms.

• Assumption Agreement — Sycamore Life Insurance Company: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Sycamore borrower entities, on substantially similar terms.

Payment of the consent fees in full on or before the closing date was an express condition to the effectiveness of each lender's consent, as set forth in the respective Lender Consent Letters. Each Lender Consent Letter provides, in substance, that the lender's consent to the change of control shall become effective upon (i) receipt by the lender of the applicable consent fee, (ii) delivery of the executed Replacement Guaranty, (iii) delivery of the executed Assumption Agreement, and (iv) satisfaction of such other conditions as may be set forth in the applicable Consent Letter. All such conditions were satisfied on or before the closing date.

7. Attachments

The following attachments are appended to this memorandum and form a part hereof:

Attachment A: Wire instruction letters from each lender's counsel:

• Letter from Whitfield & Archer LLP (Sandra Whitfield, Partner), dated June 3, 2024, providing wire instructions for Pinnacle Federal Bank, N.A.

• Letter from Cranford McCabe LLP (Leo Cranford, Partner), dated May 15, 2024, providing wire instructions for Veltrano Capital Lending Corp.

• Letter from Partridge Wynn & Slater LLP (Claire Wynn, Partner), dated May 20, 2024, providing wire instructions for Sycamore Life Insurance Company

Attachment B: Wire transfer confirmation receipts from Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer), reflecting Fedwire settlement and Federal Reference Numbers for each of the three consent fee wires initiated on June 6, 2024

Attachment C: Lender receipt confirmations from each lender's counsel:

• Email from Sandra Whitfield (Whitfield & Archer LLP) dated June 6, 2024, confirming receipt of the Pinnacle consent fee

• Email from Leo Cranford (Cranford McCabe LLP) dated June 6, 2024, confirming receipt of the Veltrano consent fee

• Email from Claire Wynn (Partridge Wynn & Slater LLP) dated June 6, 2024, confirming receipt of the Sycamore consent fee

Attachment D: Excerpt from the Funds Flow Memorandum prepared by Calderwood & Harkness LLP for the June 6, 2024 closing, showing the consent fee line items and the 50/50 allocation between Buyer and Seller

8. Prepared By

Prepared by:

Rafael Dominguez Associate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-4100

Email: rdominguez@calderwoodharkness.com

Date: June 6, 2024

Reviewed by:

Grace Nakamura Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-7800

Email: gnakamura@calderwoodharkness.com

Date: June 6, 2024

This memorandum is an internal communication of Calderwood & Harkness LLP prepared for the exclusive use of the attorneys and staff of the firm identified herein. This memorandum is protected by the attorney-client privilege and the work product doctrine. It is not intended for distribution to, or reliance by, any third party. Any unauthorized dissemination, copying, or disclosure of this memorandum or its contents is strictly prohibited.

Lender	Outstanding Principal Balance (as of 2/28/2024)	Consent Fee Rate	Consent Fee Amount
Pinnacle Federal Bank, N.A.	$421,600,000.00	0.25%	$1,054,000.00
Veltrano Capital Lending Corp.	$142,300,000.00	0.50%	$711,500.00
Sycamore Life Insurance Company	$48,100,000.00	0.125%	$60,125.00
Total	$612,000,000.00	—	$1,825,625.00
Lender	Amount	Wire Initiated	Wire Confirmed (Fed Ref #)	Initiated By
Pinnacle Federal Bank, N.A.	$1,054,000.00	June 6, 2024, 9:04 AM ET	Confirmed June 6, 2024, 10:22 AM ET; Fed Reference No. 20240606F1QR8847W	Commonwealth National Title Insurance Company (from escrow)
Veltrano Capital Lending Corp.	$711,500.00	June 6, 2024, 9:06 AM ET	Confirmed June 6, 2024, 10:18 AM ET; Fed Reference No. 20240606F1QR8849K	Commonwealth National Title Insurance Company (from escrow)
Sycamore Life Insurance Company	$60,125.00	June 6, 2024, 9:08 AM ET	Confirmed June 6, 2024, 10:15 AM ET; Fed Reference No. 20240606F1QR8851P	Commonwealth National Title Insurance Company (from escrow)
Total	$1,825,625.00	—	—	—

CALDERWOOD & HARKNESS LLP
MEMORANDUM — PRIVILEGED AND CONFIDENTIAL
To: Douglas Fairchild, Responsible Partner Angela Fontaine, Billing Partner
From: Rafael Dominguez, Working Associate
CC: Grace Nakamura, Lead Associate
Date: June 6, 2024
Re: Lender Consent Fee Wire Instructions & Confirmation — Fairwater Real Estate Investment Trust / Greystone Meridian Partners Fund III, L.P. Portfolio Acquisition
Matter No.: 1036-00004
1. Purpose and Summary
This internal memorandum confirms the execution and verification of all wire transfers for lender consent fees required under the Purchase and Sale Agreement dated 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"), in connection with the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (each, a "Property Owner" and collectively, the "Property Owners"). The Property Owners collectively hold fee simple title to fourteen (14) logistics, industrial, and office properties located across five states (the "Portfolio" or the "Properties").
Because the transaction is structured as an entity-level acquisition — rather than a direct conveyance of the underlying real property assets — the transfer of the Interests constitutes a "change of control" (or equivalent triggering event) under each of the three existing mortgage loan facilities encumbering the Properties. Each of the applicable mortgage loan agreements contains a covenant requiring the applicable lender's prior written consent before any direct or indirect transfer of ownership interests in the borrower entity may be consummated. Accordingly, obtaining the consent of each mortgage lender was identified early in the transaction as a critical-path item and was expressly designated as a condition precedent to Buyer's and Seller's respective obligations to close under the PSA.
Three institutional lenders hold the mortgage debt across the Portfolio:
(i) Pinnacle Federal Bank, N.A. ("Pinnacle"), which holds a master loan facility secured by eight (8) logistics properties;
(ii) Veltrano Capital Lending Corp. ("Veltrano"), which holds a loan facility secured by four (4) office properties; and
(iii) Sycamore Life Insurance Company ("Sycamore"), which holds a note purchase facility secured by two (2) logistics properties.
Each lender required payment of a consent fee as a condition to granting its consent to the change of control. The aggregate consent fees across all three lenders total $1,825,625.00. Pursuant to Section 7.4(b) of the PSA, consent fees incurred in connection with obtaining lender approvals are to be borne equally (50/50) by Buyer and Seller. Accordingly, Buyer's share of the aggregate consent fees is $912,812.50, and Seller's share is $912,812.50.
As described in greater detail below, all three consent fee wires were initiated and confirmed on the closing date, June 6, 2024, through the closing escrow maintained by Commonwealth National Title Insurance Company ("Commonwealth" or the "Title Company"). This memorandum documents the wire instructions utilized, the verification procedures undertaken by Calderwood & Harkness LLP ("C&H") with respect to those instructions, the confirmation of receipt by each lender, and the treatment of the consent fees on the parties' respective closing settlement statements.
2. Background — Consent Fee Obligations
2.1 Lender Consent Requirement
Each of the three existing mortgage loan agreements contains a change of control provision that restricts transfers of direct or indirect ownership interests in the applicable borrower entity. The specific provisions are summarized as follows:
Pinnacle Federal Bank, N.A. — Section 5.02(d) of the Master Loan Agreement dated September 15, 2020 (the "Pinnacle Master Loan Agreement"), among 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 borrowers, and Pinnacle Federal Bank, N.A., as lender, prohibits any direct or indirect transfer of ownership interests in any borrower entity, or any change in the identity of the managing member or controlling person of any borrower entity, without the prior written consent of the lender, which consent may be granted or withheld in the lender's sole and absolute discretion, subject to payment of a consent fee and satisfaction of replacement guarantor requirements.
Veltrano Capital Lending Corp. — Section 8.1 of the Loan Agreement dated February 1, 2021 (the "Veltrano Loan Agreement"), among GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC, as borrowers, and Veltrano Capital Lending Corp., as lender, contains a substantially similar restriction, prohibiting any transfer of a controlling interest in any borrower without the lender's prior written consent, conditioned on payment of a consent fee and delivery of replacement guaranty documentation satisfactory to the lender.
Sycamore Life Insurance Company — Section 6.03 of the Note Purchase Agreement dated November 22, 2019 (the "Sycamore NPA"), among GMP Peachtree LLC and GMP Mount Juliet LLC, as borrowers, and Sycamore Life Insurance Company, as noteholder, similarly restricts any change of control of the borrower entities, defining "change of control" to include any transfer, whether direct or indirect, of fifty percent (50%) or more of the ownership interests in any borrower entity, and requiring the noteholder's prior written consent as a condition to any such transfer.
The acquisition of 100% of the Interests in each of the fourteen Property Owners by Buyer unambiguously constitutes a "change of control" (or its equivalent defined term) under each of the three foregoing loan facilities. Accordingly, obtaining each lender's consent was a condition precedent to closing under PSA Section 6.1(c) (Buyer's conditions) and Section 6.2(c) (Seller's conditions). The parties' respective obligations to close could not be satisfied without all three consents having been received and remaining in full force and effect as of the closing date.
The timeline for obtaining each lender's consent proceeded as follows:
•  Veltrano Capital Lending Corp.: Consent application submitted March 15, 2024. After completion of Veltrano's underwriting review of Buyer's financial statements, organizational documents, and replacement guarantor qualifications, Veltrano issued its executed Lender Consent Letter on May 17, 2024, which was the first consent obtained.
•  Sycamore Life Insurance Company: Consent application submitted March 8, 2024. Sycamore conducted its standard due diligence review of the replacement guarantor's financial condition, including verification of Buyer's tangible net worth and liquid asset covenants. Sycamore issued its executed Lender Consent Letter on May 22, 2024.
•  Pinnacle Federal Bank, N.A.: Consent application submitted March 11, 2024. Due to the size and complexity of the Pinnacle facility (eight borrowers under a master loan structure with an aggregate outstanding principal balance in excess of $421 million), Pinnacle's internal credit committee review was protracted. Pinnacle required supplemental financial information from Buyer on April 19, 2024, and again on May 10, 2024. Pinnacle issued its executed Lender Consent Letter on June 4, 2024 — the final consent received. Because the Pinnacle consent was not obtained until after the originally scheduled closing date of May 31, 2024, the closing was delayed by six (6) calendar days, from the scheduled May 31, 2024, to the actual closing date of June 6, 2024.
All three executed Lender Consent Letters were in our possession and had been reviewed and approved by C&H, Buyer's in-house counsel (Jennifer Park, SVP — Legal, Fairwater REIT), and Seller's counsel (Hargrove & Sullivan LLP, David Hargrove, Partner) prior to closing.
2.2 Consent Fee Calculation
Each lender's consent letter specifies the consent fee payable as a condition to the effectiveness of such consent. The consent fees are calculated as a percentage of the outstanding principal balance of the applicable loan facility as of the date of the PSA (February 28, 2024). The following table sets forth the consent fee calculation for each lender:
Table: Consent Fee Computation
The outstanding principal balances reflected above are as of the PSA date and were confirmed by each lender in connection with the delivery of payoff and loan status information during the consent process. It is noted that the Pinnacle consent fee rate (0.25%) is at the lower end of market for a facility of this size, reflecting the existing lending relationship between Pinnacle and Greystone Meridian Partners. The Veltrano consent fee rate (0.50%) is consistent with the consent fee provision negotiated at origination of the Veltrano Loan Agreement. The Sycamore consent fee rate (0.125%) reflects the historically lower fee structure typical of insurance company portfolio lenders.
2.3 Cost Allocation Between Buyer and Seller
Pursuant to Section 7.4(b) of the PSA, all consent fees payable in connection with obtaining lender consents to the change of control shall be borne equally by Buyer and Seller, with each party responsible for fifty percent (50%) of the aggregate consent fees. The allocation is computed as follows:
•  Buyer's share: $1,825,625.00 × 50% = $912,812.50
•  Seller's share: $1,825,625.00 × 50% = $912,812.50
As a mechanical matter, the consent fee payments were structured so that Buyer funded each consent fee wire in full to the applicable lender from the closing escrow. Seller's fifty percent (50%) share of the aggregate consent fees was then reflected as a credit to Buyer (and a corresponding debit against Seller's proceeds) on the closing settlement statements prepared by C&H and the Title Company. This approach was adopted to avoid the need for multiple wire transfers and to ensure that each lender received a single wire in the full consent fee amount from a single source (the closing escrow), thereby minimizing the risk of any delay or confusion in the lenders' confirmation of receipt.
The net result of this treatment is as follows:
•  Buyer funded $1,825,625.00 in aggregate consent fees from the closing escrow.
•  Buyer received a credit of $912,812.50 on its settlement statement, representing Seller's share.
•  Seller's closing proceeds were reduced by $912,812.50, representing Seller's share of the consent fees.
•  The net economic cost to each party is $912,812.50.
The foregoing allocation and settlement treatment were approved by Buyer's counsel, Seller's counsel, and the Title Company in advance of closing and are reflected in the executed closing settlement statements dated June 6, 2024.
3. Wire Transfer Instructions — By Lender
Set forth below are the wire transfer instructions utilized for each of the three consent fee payments, together with relevant identifying information for each lender, the applicable loan facility, and the properties secured thereunder.
3.1 Pinnacle Federal Bank, N.A.
Payee: Pinnacle Federal Bank, N.A.
Address: 600 Travis Street, Suite 4400, Houston, Texas 77002
Amount: $1,054,000.00
Reference / Memo Line: Consent Fee — Change of Control — Loans 1-A through 1-H; Master Loan Agreement dated September 15, 2020; Borrowers: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC
Wire Instructions (as provided by Whitfield & Archer LLP, Sandra Whitfield, Partner, on behalf of Pinnacle Federal Bank, N.A., via letter dated June 3, 2024):
•  Receiving Bank: Pinnacle Federal Bank, N.A.
•  ABA Routing Number: 113024915
•  Account Name: Pinnacle Federal Bank, N.A. — Loan Administration Trust Account
•  Account Number: 8840-2716-0091
•  Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 1-A through 1-H
Loan Officer Contact: Bradley Carston, Senior Vice President, Commercial Real Estate Lending Division, Pinnacle Federal Bank, N.A.; telephone: (713) 555-4200; email: bcarston@pinnaclefederal.com
Lender's Counsel: Whitfield & Archer LLP, 717 Texas Avenue, Suite 2500, Houston, Texas 77002; Sandra Whitfield, Partner; telephone: (713) 555-8800; email: swhitfield@whitfieldarcherlaw.com
Properties Secured (eight (8) logistics and industrial properties under the Pinnacle Master Loan Agreement):
1.  Fairfield Logistics Center I — 4200 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield I LLC; Loan 1-A)
2.  Fairfield Logistics Center II — 4300 Fairfield Industrial Boulevard, Fairburn, Georgia 30213 (Borrower: GMP Fairfield II LLC; Loan 1-B)
3.  Westlake Distribution Hub — 11500 Westlake Parkway, Houston, Texas 77077 (Borrower: GMP Westlake LLC; Loan 1-C)
4.  Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, Texas 77450 (Borrower: GMP Katy LLC; Loan 1-D)
5.  Alliance Commerce Center — 2800 Alliance Gateway Boulevard, Fort Worth, Texas 76177 (Borrower: GMP Alliance LLC; Loan 1-E)
6.  Lakeland Crossings Industrial — 7100 Drane Field Road, Lakeland, Florida 33811 (Borrower: GMP Lakeland LLC; Loan 1-F)
7.  Southport Logistics Park — 3200 Southport Connector Road, Jacksonville, Florida 32218 (Borrower: GMP Southport LLC; Loan 1-G)
8.  Murfreesboro Distribution Center — 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127 (Borrower: GMP Murfreesboro LLC; Loan 1-H)
Loan Terms Summary: Aggregate outstanding principal balance of $421,600,000.00 as of February 28, 2024; fixed interest rate of 4.22% per annum; scheduled maturity date of July 1, 2028; cross-collateralized and cross-defaulted across all eight borrower entities under the Pinnacle Master Loan Agreement. The consent fee of $1,054,000.00 represents 0.25% of the aggregate outstanding principal balance.
3.2 Veltrano Capital Lending Corp.
Payee: Veltrano Capital Lending Corp.
Address: 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131
Amount: $711,500.00
Reference / Memo Line: Consent Fee — Change of Control — Loans 2-A through 2-D; Loan Agreement dated February 1, 2021; Borrowers: GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC
Wire Instructions (as provided by Cranford McCabe LLP, Leo Cranford, Partner, on behalf of Veltrano Capital Lending Corp., via letter dated May 15, 2024):
•  Receiving Bank: First Atlantic National Bank
•  ABA Routing Number: 067009301
•  Account Name: Veltrano Capital Lending Corp. — Fee Collection Account
•  Account Number: 3301-8847-2254
•  Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 2-A through 2-D
Loan Officer Contact: Denise Alvarado, Managing Director, Commercial Mortgage Originations, Veltrano Capital Lending Corp.; telephone: (305) 555-7100; email: dalvarado@ridgemontcapital.com
Lender's Counsel: Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131; Leo Cranford, Partner; telephone: (305) 555-6200; email: lcranford@cranfordmccabe.com
Properties Secured (four (4) office properties under the Veltrano Loan Agreement):
1.  Buckhead Place Office Tower — 3380 Peachtree Road NE, Atlanta, Georgia 30326 (Borrower: GMP Buckhead LLC; Loan 2-A)
2.  SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210 (Borrower: GMP SouthPark LLC; Loan 2-B)
3.  Cool Springs Office Park — 5000 Virginia Way, Brentwood, Tennessee 37027 (Borrower: GMP Cool Springs LLC; Loan 2-C)
4.  Brickell Bay Office Building — 1450 Brickell Avenue, Miami, Florida 33131 (Borrower: GMP Brickell LLC; Loan 2-D)
Loan Terms Summary: Aggregate outstanding principal balance of $142,300,000.00 as of February 28, 2024; fixed interest rate of 4.68% per annum; scheduled maturity date of March 1, 2029; cross-collateralized and cross-defaulted across all four borrower entities under the Veltrano Loan Agreement. The consent fee of $711,500.00 represents 0.50% of the aggregate outstanding principal balance.
3.3 Sycamore Life Insurance Company
Payee: Sycamore Life Insurance Company
Address: 100 Constitution Plaza, Hartford, Connecticut 06103
Amount: $60,125.00
Reference / Memo Line: Consent Fee — Change of Control — Loans 3-A and 3-B; Note Purchase Agreement dated November 22, 2019; Borrowers: GMP Peachtree LLC, GMP Mount Juliet LLC
Wire Instructions (as provided by Partridge Wynn & Slater LLP, Claire Wynn, Partner, on behalf of Sycamore Life Insurance Company, via letter dated May 20, 2024):
•  Receiving Bank: New England Fidelity Trust Company
•  ABA Routing Number: 021272723
•  Account Name: Sycamore Life Insurance Company — Mortgage Investments Fee Account
•  Account Number: 7760-4418-3309
•  Reference: Consent Fee — GMP Fund III / Fairwater REIT — Loans 3-A and 3-B
Loan Officer Contact: Graham Hilliard, Vice President, Mortgage Investments Division, Sycamore Life Insurance Company; telephone: (860) 555-3400; email: ghilliard@sycamorelife.com
Lender's Counsel: Partridge Wynn & Slater LLP, 100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103; Claire Wynn, Partner; telephone: (860) 555-9100; email: cwynn@partridgewynn.com
Properties Secured (two (2) logistics properties under the Sycamore NPA):
1.  Peachtree Corners Logistics Center — 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071 (Borrower: GMP Peachtree LLC; Loan 3-A)
2.  Mount Juliet Commerce Park — 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 (Borrower: GMP Mount Juliet LLC; Loan 3-B)
Loan Terms Summary: Aggregate outstanding principal balance of $48,100,000.00 as of February 28, 2024; fixed interest rate of 3.95% per annum; scheduled maturity date of December 1, 2030; cross-collateralized and cross-defaulted across both borrower entities under the Sycamore NPA. The consent fee of $60,125.00 represents 0.125% of the aggregate outstanding principal balance.
4. Wire Transfer Verification and Confirmation
4.1 Verification Procedures
In accordance with C&H's standard wire fraud prevention protocols and consistent with the firm's policies on verification of wire instructions for transactions involving the disbursement of funds in excess of $25,000, the wire instructions for each lender were subjected to the following verification procedures:
Step 1 — Receipt of Written Instructions. Wire instructions for each lender were received in writing from the respective lender's outside counsel via email and confirmed by original letter delivered via overnight courier. Each set of wire instructions was provided on the letterhead of the applicable law firm and signed by the responsible partner.
Step 2 — Telephone Callback Verification. The wire instructions were independently verified by this firm via telephone callback to each lender's counsel contact, using the telephone numbers previously on file with C&H (and not the telephone numbers contained in the wire instruction letters themselves, so as to mitigate the risk of social engineering or business email compromise). The callbacks were conducted by the undersigned and are documented as follows:
•  Sandra Whitfield (Whitfield & Archer LLP, counsel to Pinnacle Federal Bank, N.A.) — telephone callback completed on June 5, 2024, at 2:15 PM ET. Ms. Whitfield confirmed the accuracy of the ABA routing number, account name, account number, and reference line set forth in the Pinnacle wire instruction letter dated June 3, 2024.
•  Leo Cranford (Cranford McCabe LLP, counsel to Veltrano Capital Lending Corp.) — telephone callback completed on June 5, 2024, at 2:45 PM ET. Mr. Cranford confirmed the accuracy of the receiving bank, ABA routing number, account name, account number, and reference line set forth in the Veltrano wire instruction letter dated May 15, 2024.
•  Claire Wynn (Partridge Wynn & Slater LLP, counsel to Sycamore Life Insurance Company) — telephone callback completed on June 5, 2024, at 3:10 PM ET. Ms. Wynn confirmed the accuracy of the receiving bank, ABA routing number, account name, account number, and reference line set forth in the Sycamore wire instruction letter dated May 20, 2024.
Step 3 — Cross-Reference Against Consent Letters. The wire instructions were also cross-referenced against the wire payment provisions contained in each lender's executed Consent Letter to confirm consistency of the payee name, payment amount, and any required reference information. No discrepancies were identified.
Step 4 — Transmittal to Title Company. Following completion of the verification procedures described above, the verified wire instructions were transmitted by the undersigned via secure email to Kenneth Stanhope, SVP, Title Officer, at Commonwealth National Title Insurance Company, on June 5, 2024, at 4:30 PM ET, together with written authorization from both Buyer's counsel and Seller's counsel to disburse the consent fee payments from escrow on the closing date.
4.2 Wire Initiation and Confirmation
All three consent fee wires were initiated by Commonwealth National Title Insurance Company from the closing escrow funds on the morning of June 6, 2024. The following table summarizes the wire transfer initiation and confirmation status:
Table: Wire Transfer Confirmation Summary
All three wires were initiated by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303; telephone: (404) 555-2300) from the closing escrow funds on June 6, 2024. The wires were initiated in immediate succession beginning at approximately 9:04 AM ET, and all three were confirmed as settled via Fedwire by approximately 10:22 AM ET on the same date.
Federal reference numbers for each wire are reflected in the table above and are documented in the bank confirmation receipts issued by Commonwealth's depository bank, which are appended to this memorandum as Attachment B.
4.3 Confirmation of Receipt
Following settlement of each wire, C&H requested confirmation of receipt from each lender through the applicable lender's outside counsel. The status of those confirmations is as follows:
•  Pinnacle Federal Bank, N.A. (via Whitfield & Archer LLP): Sandra Whitfield confirmed receipt of the $1,054,000.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:47 AM ET. Ms. Whitfield's email confirmed that the funds were received into the Pinnacle Loan Administration Trust Account and that Pinnacle's consent to the change of control is effective as of the closing date.
•  Veltrano Capital Lending Corp. (via Cranford McCabe LLP): Leo Cranford confirmed receipt of the $711,500.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:30 AM ET. Mr. Cranford's email confirmed that the funds were received into the Veltrano Fee Collection Account and that Veltrano's consent remains in full force and effect.
•  Sycamore Life Insurance Company (via Partridge Wynn & Slater LLP): Claire Wynn confirmed receipt of the $60,125.00 consent fee payment via email to the undersigned on June 6, 2024, at 11:15 AM ET. Ms. Wynn's email confirmed that the funds were received into the Sycamore Mortgage Investments Fee Account and that Sycamore's consent remains in full force and effect.
Copies of each lender's counsel's receipt confirmation email are included in Attachment C to this memorandum.
5. Closing Statement Treatment
The consent fees are reflected in the Closing Settlement Statements for both Buyer and Seller, which were prepared by C&H in coordination with Commonwealth National Title Insurance Company and reviewed and approved by both Buyer's and Seller's respective counsel prior to closing. The treatment of the consent fees on the settlement statements is as follows:
•  The total aggregate consent fees of $1,825,625.00 are debited on Buyer's Closing Settlement Statement as a closing cost, reflecting Buyer's initial funding of the full consent fee amounts from the closing escrow.
•  Seller's fifty percent (50%) share of the consent fees, in the amount of $912,812.50, is credited to Buyer on Buyer's Closing Settlement Statement and correspondingly debited from Seller's closing proceeds on Seller's Closing Settlement Statement.
•  The net cost to Buyer after application of the Seller credit is $912,812.50.
•  The net cost to Seller, reflected as a reduction in Seller's closing proceeds, is $912,812.50.
These amounts are consistent with the cost-sharing obligations set forth in Section 7.4(b) of the PSA and were incorporated into the Funds Flow Memorandum prepared by C&H for the June 6, 2024 closing. The consent fee line items appear on the Funds Flow Memorandum under the heading "Lender Consent Fees" and are broken out by lender for transparency and audit trail purposes. An excerpt from the Funds Flow Memorandum showing the consent fee line items is included as Attachment D to this memorandum.
The Closing Settlement Statements for both Buyer and Seller were executed by the respective parties on June 6, 2024, and copies were delivered to Commonwealth National Title Insurance Company to authorize disbursement of the closing escrow funds in accordance with the approved funds flow.
6. Coordination with Related Closing Deliverables
The consent fee payments described in this memorandum were coordinated with, and represent a condition to the effectiveness of, the following related closing deliverables:
Executed Lender Consents:
•  Lender Consent Letter — Pinnacle Federal Bank, N.A., dated June 4, 2024, executed by Bradley Carston, Senior Vice President, on behalf of Pinnacle
•  Lender Consent Letter — Veltrano Capital Lending Corp., dated May 17, 2024, executed by Denise Alvarado, Managing Director, on behalf of Veltrano
•  Lender Consent Letter — Sycamore Life Insurance Company, dated May 22, 2024, executed by Graham Hilliard, Vice President, Mortgage Investments, on behalf of Sycamore
Replacement Guaranties:
•  Replacement Guaranty — Pinnacle Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Pinnacle Federal Bank, N.A., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Pinnacle Master Loan Agreement. Financial covenants include: (a) minimum tangible net worth of $500,000,000, tested quarterly; and (b) minimum liquid assets of $50,000,000, tested quarterly.
•  Replacement Guaranty — Veltrano Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Veltrano Capital Lending Corp., replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Veltrano Loan Agreement. Financial covenants mirror those of the Pinnacle Replacement Guaranty (minimum tangible net worth of $500,000,000; minimum liquid assets of $50,000,000).
•  Replacement Guaranty — Sycamore Loans: Executed by Fairwater Real Estate Investment Trust as replacement carve-out guarantor in favor of Sycamore Life Insurance Company, replacing Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Sycamore NPA. Financial covenants mirror those of the Pinnacle and Veltrano Replacement Guaranties (minimum tangible net worth of $500,000,000; minimum liquid assets of $50,000,000).
Assumption Agreements:
•  Assumption Agreement — Pinnacle Federal Bank, N.A.: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Pinnacle borrower entities, acknowledging the terms and conditions of the Pinnacle Master Loan Agreement and agreeing to be bound by the obligations of the indirect equity holder thereunder.
•  Assumption Agreement — Veltrano Capital Lending Corp.: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Veltrano borrower entities, on substantially similar terms.
•  Assumption Agreement — Sycamore Life Insurance Company: Executed by Fairwater Real Estate Investment Trust, as the new indirect owner of the Sycamore borrower entities, on substantially similar terms.
Payment of the consent fees in full on or before the closing date was an express condition to the effectiveness of each lender's consent, as set forth in the respective Lender Consent Letters. Each Lender Consent Letter provides, in substance, that the lender's consent to the change of control shall become effective upon (i) receipt by the lender of the applicable consent fee, (ii) delivery of the executed Replacement Guaranty, (iii) delivery of the executed Assumption Agreement, and (iv) satisfaction of such other conditions as may be set forth in the applicable Consent Letter. All such conditions were satisfied on or before the closing date.
7. Attachments
The following attachments are appended to this memorandum and form a part hereof:
Attachment A: Wire instruction letters from each lender's counsel:
•  Letter from Whitfield & Archer LLP (Sandra Whitfield, Partner), dated June 3, 2024, providing wire instructions for Pinnacle Federal Bank, N.A.
•  Letter from Cranford McCabe LLP (Leo Cranford, Partner), dated May 15, 2024, providing wire instructions for Veltrano Capital Lending Corp.
•  Letter from Partridge Wynn & Slater LLP (Claire Wynn, Partner), dated May 20, 2024, providing wire instructions for Sycamore Life Insurance Company
Attachment B: Wire transfer confirmation receipts from Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer), reflecting Fedwire settlement and Federal Reference Numbers for each of the three consent fee wires initiated on June 6, 2024
Attachment C: Lender receipt confirmations from each lender's counsel:
•  Email from Sandra Whitfield (Whitfield & Archer LLP) dated June 6, 2024, confirming receipt of the Pinnacle consent fee
•  Email from Leo Cranford (Cranford McCabe LLP) dated June 6, 2024, confirming receipt of the Veltrano consent fee
•  Email from Claire Wynn (Partridge Wynn & Slater LLP) dated June 6, 2024, confirming receipt of the Sycamore consent fee
Attachment D: Excerpt from the Funds Flow Memorandum prepared by Calderwood & Harkness LLP for the June 6, 2024 closing, showing the consent fee line items and the 50/50 allocation between Buyer and Seller
8. Prepared By
Prepared by:
Rafael Dominguez Associate Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-4100
Email: rdominguez@calderwoodharkness.com
Date: June 6, 2024
Reviewed by:
Grace Nakamura Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-7800
Email: gnakamura@calderwoodharkness.com
Date: June 6, 2024
This memorandum is an internal communication of Calderwood & Harkness LLP prepared for the exclusive use of the attorneys and staff of the firm identified herein. This memorandum is protected by the attorney-client privilege and the work product doctrine. It is not intended for distribution to, or reliance by, any third party. Any unauthorized dissemination, copying, or disclosure of this memorandum or its contents is strictly prohibited.
Lender | Outstanding Principal Balance (as of 2/28/2024) | Consent Fee Rate | Consent Fee Amount
Pinnacle Federal Bank, N.A. | $421,600,000.00 | 0.25% | $1,054,000.00
Veltrano Capital Lending Corp. | $142,300,000.00 | 0.50% | $711,500.00
Sycamore Life Insurance Company | $48,100,000.00 | 0.125% | $60,125.00
Total | $612,000,000.00 | — | $1,825,625.00
Lender | Amount | Wire Initiated | Wire Confirmed (Fed Ref #) | Initiated By
Pinnacle Federal Bank, N.A. | $1,054,000.00 | June 6, 2024, 9:04 AM ET | Confirmed June 6, 2024, 10:22 AM ET; Fed Reference No. 20240606F1QR8847W | Commonwealth National Title Insurance Company (from escrow)
Veltrano Capital Lending Corp. | $711,500.00 | June 6, 2024, 9:06 AM ET | Confirmed June 6, 2024, 10:18 AM ET; Fed Reference No. 20240606F1QR8849K | Commonwealth National Title Insurance Company (from escrow)
Sycamore Life Insurance Company | $60,125.00 | June 6, 2024, 9:08 AM ET | Confirmed June 6, 2024, 10:15 AM ET; Fed Reference No. 20240606F1QR8851P | Commonwealth National Title Insurance Company (from escrow)
Total | $1,825,625.00 | — | — | —

CALDERWOOD & HARKNESS LLP

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