lender-consent-ridgemont-executed.docx

1036-00004 · Client 1036 · Lender Consents

lender-consent-ridgemont-executed.docx DOCUMENT Real Estate

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VELTRANO CAPITAL LENDING CORP. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131 Telephone: (305) 555-4200 Facsimile: (305) 555-4201

May 17, 2024

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Co-Founder & Managing Partner

With copies to:

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq.

Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Attention: Nathaniel Pryce, Esq.

Re: Consent to Change of Control — Loan Agreement dated as of February 1, 2021 (as amended by that certain First Amendment to Loan Agreement dated as of August 15, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time), by and among Veltrano Capital Lending Corp. ("Lender"), and GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (collectively, the "Borrowers"); Loans 2-A, 2-B, 2-C, and 2-D (the "Loans"); Aggregate Outstanding Principal Balance as of February 28, 2024: $142,300,000

Ladies and Gentlemen:

Reference is made to the above-captioned Loan Agreement and the Loans described therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. This letter sets forth the terms and conditions upon which the Lender consents to the Transfer (as defined below) in accordance with the change of control provisions of the Loan Agreement.

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 between Veltrano Capital Lending Corp., a Delaware corporation, as lender (the "Lender"), and the following entities, each a Delaware limited liability company, collectively as borrowers (the "Borrowers"):

(a) Loan 2-A: GMP Buckhead LLC (EIN: 84-2639901) (the "Buckhead Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Buckhead Property");

(b) Loan 2-B: GMP SouthPark LLC (EIN: 84-2639918) (the "SouthPark Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "SouthPark Property");

(c) Loan 2-C: GMP Cool Springs LLC (EIN: 84-2639925) (the "Cool Springs Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority deed of trust lien on the property commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Cool Springs Property"); and

(d) Loan 2-D: GMP Brickell LLC (EIN: 84-2639932) (the "Brickell Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131 (the "Brickell Property" and, together with the Buckhead Property, the SouthPark Property, and the Cool Springs Property, collectively, the "Properties").

The Loans bear interest at a fixed rate of 4.68% per annum, mature on March 1, 2029, and have an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000) as of February 28, 2024. The Loans are currently guaranteed by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Existing Guarantor"), pursuant to that certain Carve-Out Guaranty and Environmental Indemnity Agreement, dated as of February 1, 2021 (as amended, the "Existing Guaranty"). The Loan Agreement, the promissory notes evidencing the Loans, the mortgages, deeds of trust, assignments of leases and rents, security agreements, the Existing Guaranty, environmental indemnity agreements, and all other agreements, instruments, and documents executed and delivered in connection therewith, as each may have been amended, restated, supplemented, or otherwise modified from time to time, are referred to herein collectively as the "Loan Documents."

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"). The Loan Agreement further provides that any such transfer, sale, conveyance, or assignment made without the prior written consent of Lender shall constitute an "Event of Default" thereunder. The proposed transfer of one hundred percent (100%) of the membership interests in each Borrower, as more fully described in Section 3 below, constitutes a change of control under the Loan Agreement and accordingly requires the prior written consent of Lender.

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 membership interests in each of the Borrowers from Seller (the "Transfer" or the "Transaction"). The Transaction is structured as an entity-level acquisition, pursuant to which Buyer will become the sole member and direct owner of each Borrower upon the closing of the Transfer. Following the closing, each Borrower will continue to hold fee simple title (or leasehold interest, as applicable) to its respective Property, and the Loan Documents will remain in place.

The aggregate purchase price for the overall portfolio transaction contemplated by the PSA is One Billion One Hundred Million and No/100 Dollars ($1,100,000,000), of which the Loans secured by the four Properties constitute assumed indebtedness in the aggregate amount of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000). The closing of the Transfer is expected to occur on or about May 31, 2024, subject to extension in accordance with the terms of the PSA (the date upon which the closing of the Transfer actually occurs, the "Closing Date").

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 information provided by or on behalf of Buyer and Seller:

(i) the PSA (redacted as to purchase price allocation among the individual properties within the broader portfolio);

(ii) the audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, as prepared by Muldoon Thackeray CPAs LLP;

(iii) the organizational documents of Fairwater Real Estate Investment Trust, including its Declaration of Trust, as amended;

(iv) resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust authorizing the Transaction and the execution and delivery of the documents contemplated hereby;

(v) the form of Replacement Guaranty (as defined below); and

(vi) such other due diligence materials and information as Lender has reasonably requested in connection with its review and evaluation of the Transfer.

Based upon its review of the foregoing materials and subject to the terms, conditions, and limitations set forth in this consent letter, Lender has determined to grant its consent to the Transfer as set forth below.

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 Estate Investment Trust.

This consent is a one-time consent limited solely to the Transfer described in this consent letter and shall not, under any circumstances, be construed as a consent to any subsequent, additional, or future transfer, conveyance, assignment, pledge, encumbrance, or other change of control of any direct or indirect ownership interest in any Borrower or in any entity that directly or indirectly controls or owns an interest in any Borrower. This consent shall not be deemed a waiver of any provision of the Loan Agreement or any other Loan Document, and all provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms, except as expressly modified hereby.

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. Fairwater Real Estate Investment Trust shall have executed and delivered to Lender a Replacement Carve-Out Guaranty and Environmental Indemnity Agreement (the "Replacement Guaranty"), in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which Fairwater Real Estate Investment Trust replaces Greystone Meridian Partners Fund III, L.P. as the guarantor under the Loan Documents, as more fully described in Section 8 below.

(c) Assumption Agreement. Buyer shall have executed and delivered to Lender an Assumption Agreement (the "Assumption Agreement"), in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which Buyer expressly confirms the assumption of all obligations of the Borrowers under the Loan Agreement and all other Loan Documents, as more fully described in Section 9 below.

(d) Payment of the Consent Fee. Lender shall have received the Consent Fee (as defined and described in Section 7 below) by wire transfer of immediately available funds to an account designated by Lender.

(e) Financial Covenant Verification. Buyer shall have delivered to Lender evidence satisfactory to Lender, in its reasonable discretion, that the following representations regarding net worth and liquidity are true and correct as of the Closing Date: (i) Buyer has a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and (ii) Buyer holds minimum liquid assets (consisting of unrestricted cash and cash equivalents) of not less than Fifty Million and No/100 Dollars ($50,000,000). Such evidence may include, without limitation, a certification from Buyer's chief financial officer, accompanied by the most recently available financial statements and such other backup documentation as Lender may reasonably request.

(f) Insurance. Buyer shall have delivered to Lender updated certificates of insurance, binders, or evidence of insurance with respect to each of the Properties, naming Lender (and its successors and assigns) as mortgagee, additional insured, and loss payee, as applicable, and otherwise in compliance with the insurance requirements set forth in the Loan Agreement and the other Loan Documents.

(g) Organizational and Legal Documents. Buyer shall have delivered to Lender such organizational documents (including certificates of formation, operating agreements, partnership agreements, declarations of trust, and amendments thereto), officer's certificates, incumbency certificates, good standing certificates (from the state of formation and each state in which a Property is located), and legal opinions of counsel as Lender may reasonably require in connection with the Transfer and the transactions contemplated hereby.

In the event that any of the foregoing Consent Conditions shall not have been satisfied on or prior to the Closing Date, this consent shall be of no force or effect, and Lender shall have no obligation to consent to the Transfer.

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:

$142,300,000 × 0.50% = $711,500

The Consent Fee shall be paid by wire transfer of immediately available funds to a bank account designated by Lender on or before the Closing Date. Wire transfer instructions for such payment shall be provided separately by Lender under separate cover. The Consent Fee is fully earned by Lender upon receipt and is non-refundable under any and all circumstances, regardless of whether the Transfer is subsequently consummated, reversed, rescinded, or otherwise modified. The allocation of the Consent Fee as between Buyer and Seller shall be determined solely as between Buyer and Seller, and Lender shall have no responsibility or liability with respect to such allocation.

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 under the Loan Documents. The Replacement Guaranty shall be a carve-out guaranty and environmental indemnity agreement with terms and conditions no less favorable to Lender than those contained in the Existing Guaranty and shall cover all of the "recourse carve-out" events, "springing recourse" triggers, and environmental indemnification obligations set forth in the Existing Guaranty.

The Replacement Guaranty shall contain, at a minimum, the following ongoing financial covenants with respect to the Replacement Guarantor:

(i) Minimum Tangible Net Worth. The Replacement Guarantor shall maintain a minimum tangible net worth (calculated in accordance with generally accepted accounting principles applied on a consistent basis) of not less than Five Hundred Million and No/100 Dollars ($500,000,000) throughout the term of the Loans. As of the fourth fiscal quarter of 2023, Fairwater Real Estate Investment Trust reported a market capitalization of approximately Four Billion Eight Hundred Million Dollars ($4,800,000,000) (NYSE ticker: FREIT).

(ii) Minimum Liquid Assets. The Replacement Guarantor shall maintain minimum liquid assets (consisting of unrestricted cash, cash equivalents, and marketable securities readily convertible to cash) of not less than Fifty Million and No/100 Dollars ($50,000,000) throughout the term of the Loans.

The Replacement Guarantor shall deliver to Lender, within ninety (90) days following the end of each fiscal year and within forty-five (45) days following the end of each fiscal quarter, a certificate of the chief financial officer of the Replacement Guarantor certifying compliance with the foregoing financial covenants, together with such financial statements and supporting documentation as Lender may reasonably require, all as set forth in the Replacement Guaranty.

Upon the effective date of this consent and the due execution, delivery, and acceptance of the Replacement Guaranty by Lender, the Existing Guarantor (Greystone Meridian Partners Fund III, L.P.) shall be released from its obligations under the Existing Guaranty; provided, however, that such release shall not affect, impair, or extinguish any obligations or liabilities of the Existing Guarantor that arose prior to the Closing Date or that relate to events, acts, omissions, or circumstances occurring prior to the Closing Date, including, without limitation, any environmental liabilities arising from conditions existing at the Properties prior to the Closing Date.

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, without limitation:

(i) the promissory notes evidencing Loans 2-A, 2-B, 2-C, and 2-D;

(ii) the mortgages and deeds of trust encumbering the Properties;

(iii) the assignments of leases and rents;

(iv) all security agreements, financing statements, and pledges;

(v) all environmental indemnity agreements;

(vi) all cash management agreements; and

(vii) all amendments, modifications, supplements, joinders, and reaffirmations of any of the foregoing.

The Assumption Agreement shall confirm that the Loan Agreement and all Loan Documents remain in full force and effect, unamended and unmodified, except as expressly modified by the Assumption Agreement and the Replacement Guaranty. The Assumption Agreement shall further confirm that all representations and warranties made by the Borrowers in the Loan Documents shall be deemed to have been remade by or on behalf of Buyer as of the Closing Date, to the same extent as if originally made by Buyer, and that all covenants, obligations, and agreements of the Borrowers thereunder shall be binding upon and enforceable against Buyer from and after the Closing Date.

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 or the conduct of its business requires such qualification.

(b) Power and Authority. Buyer has full power, authority, and legal right to execute and deliver this consent letter, the Assumption Agreement, the Replacement Guaranty, and all other documents, instruments, and agreements required hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this consent letter and such other documents have been duly authorized by all necessary action on the part of Buyer, including all required approvals of Buyer's Board of Trustees, and do not and will not conflict with or result in a breach or default under any agreement, instrument, or obligation to which Buyer is a party or by which it or its assets are bound.

(c) Financial Condition. Buyer has a tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000) and holds liquid assets (consisting of unrestricted cash and cash equivalents) of not less than Fifty Million and No/100 Dollars ($50,000,000), in each case calculated in accordance with generally accepted accounting principles as of the most recent fiscal quarter end. For reference, as of the fourth fiscal quarter of 2023, Fairwater Real Estate Investment Trust reported a market capitalization of approximately Four Billion Eight Hundred Million Dollars ($4,800,000,000) and its common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."

(d) No Default. To Buyer's knowledge, after due inquiry, no event of default exists under the Loan Agreement as of the Closing Date, and no event, condition, or circumstance has occurred or exists that, with the giving of notice, the passage of time, or both, would constitute an event of default under the Loan Agreement or any other Loan Document.

(e) Review of Loan Documents. Buyer has reviewed the Loan Agreement and all other Loan Documents in their entirety, has had the opportunity to consult with legal counsel of its choosing with respect thereto, and agrees to be fully bound by all of the terms, covenants, conditions, and obligations set forth therein, as if Buyer were an original party to such Loan Documents.

The foregoing representations and warranties shall survive the Closing Date and shall be deemed remade as of the Closing Date for all purposes of the Loan Agreement and the other Loan Documents.

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 or indirectly controls or owns an interest in any Borrower;

(b) a waiver of any default or event of default under the Loan Agreement or any other Loan Document, whether now existing or hereafter arising, or any right or remedy of Lender arising in connection therewith;

(c) a modification, amendment, or waiver of any term, condition, covenant, or provision of the Loan Agreement or any other Loan Document, except as expressly set forth in this consent letter, the Assumption Agreement, and the Replacement Guaranty; or

(d) a waiver of Lender's right to require its prior written consent to any future transfer, change of control, or assignment under the Loan Agreement or any other Loan Document, or a waiver of Lender's right to impose such conditions upon any such future consent as Lender may determine in its sole and absolute discretion.

All of Lender's rights and remedies under the Loan Agreement and the other Loan Documents are expressly reserved and preserved, and no course of dealing or course of conduct shall be deemed to modify or waive any such rights or remedies. This consent letter shall be strictly construed and shall not be interpreted by implication or otherwise to extend to any matter not expressly addressed herein.

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, or waiver, except as expressly set forth in this consent letter, the Assumption Agreement, and the Replacement Guaranty.

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 Lender in connection with the review, negotiation, preparation, and documentation of this consent, the Assumption Agreement, the Replacement Guaranty, and all ancillary documents, including, without limitation, the reasonable fees and disbursements of Cranford McCabe LLP, in accordance with the provisions of the Loan Agreement requiring the Borrowers to reimburse Lender's costs and expenses. Such reimbursement shall be paid on or before the Closing Date, or, if invoiced after the Closing Date, within thirty (30) days following Buyer's receipt of a reasonably detailed invoice therefor.

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 York, for the resolution of any dispute arising under or relating to this consent letter, and each party irrevocably waives any objection to venue in such courts.

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 Brightwater Software or similar electronic signature platform) shall be deemed effective delivery of a manually executed counterpart hereof and shall be binding upon the party so delivering such counterpart.

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 subject matter hereof. No amendment, modification, or waiver of any provision of this consent letter shall be effective unless made in writing and signed by each of the parties hereto.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO LENDER CONSENT LETTER

IN WITNESS WHEREOF, the undersigned has executed this consent letter as of the date first written above.

LENDER:

VELTRANO CAPITAL LENDING CORP., a Delaware corporation

By: ________

Name: Denise Alvarado

Title: Managing Director

Date: May 17, 2024

ACKNOWLEDGMENT AND AGREEMENT — BORROWERS

Each of the undersigned Borrowers hereby acknowledges and agrees to the terms and conditions of this consent letter and confirms that: (i) the Loan Agreement and all other Loan Documents remain in full force and effect in accordance with their respective terms, (ii) no default or event of default exists under the Loan Agreement or any other Loan Document as of the date hereof, and (iii) such Borrower has no claims, counterclaims, offsets, defenses, or rights of recoupment against Lender or any of Lender's affiliates, officers, directors, employees, agents, or representatives with respect to the Loans, the Loan Agreement, or any other Loan Document.

GMP BUCKHEAD LLC, a Delaware limited liability company

By: Greystone Meridian Capital LLC, its Manager

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

GMP SOUTHPARK LLC, a Delaware limited liability company

By: Greystone Meridian Capital LLC, its Manager

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

GMP COOL SPRINGS LLC, a Delaware limited liability company

By: Greystone Meridian Capital LLC, its Manager

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

GMP BRICKELL LLC, a Delaware limited liability company

By: Greystone Meridian Capital LLC, its Manager

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

ACKNOWLEDGMENT AND AGREEMENT — EXISTING GUARANTOR

The undersigned Existing Guarantor hereby acknowledges and agrees to the terms and conditions of this consent letter and acknowledges that its obligations under the Existing Guaranty shall be released, effective upon the Closing Date and the due execution, delivery, and acceptance by Lender of the Replacement Guaranty executed by Fairwater Real Estate Investment Trust; provided, however, that such release shall not affect, impair, or extinguish any obligations or liabilities of the Existing Guarantor arising prior to the Closing Date or relating to events, acts, omissions, or circumstances occurring prior to the Closing Date.

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

ACKNOWLEDGMENT AND AGREEMENT — BUYER / REPLACEMENT GUARANTOR

The undersigned Buyer hereby acknowledges and agrees to the terms and conditions of this consent letter, confirms its intent to execute and deliver the Assumption Agreement and the Replacement Guaranty at or prior to the closing of the Transfer, and represents that the Consent Conditions set forth herein will be satisfied on or before the Closing Date. Buyer further confirms each of the representations and warranties set forth in Section 10 of this consent letter and agrees that such representations and warranties shall be true, correct, and complete as of the Closing Date.

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: ________

cc:

Calderwood & Harkness LLP — Douglas Fairchild, Esq.; Grace Nakamura, Esq.

Blackridge Hayes LLP — Nathaniel Pryce, Esq.; Thomas Keating, Esq.

Cranford McCabe LLP — Leo Cranford, Esq.

Commonwealth National Title Insurance Company — Kenneth Stanhope, SVP

Term	Detail
Aggregate Outstanding Principal Balance	$142,300,000
Interest Rate	Fixed at 4.68% per annum
Maturity Date	March 1, 2029
Borrowers	GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC
Replacement Guarantor	Fairwater Real Estate Investment Trust

VELTRANO CAPITAL LENDING CORP. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131 Telephone: (305) 555-4200 Facsimile: (305) 555-4201
May 17, 2024
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
With copies to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
Re: Consent to Change of Control — Loan Agreement dated as of February 1, 2021 (as amended by that certain First Amendment to Loan Agreement dated as of August 15, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time), by and among Veltrano Capital Lending Corp. ("Lender"), and GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, and GMP Brickell LLC (collectively, the "Borrowers"); Loans 2-A, 2-B, 2-C, and 2-D (the "Loans"); Aggregate Outstanding Principal Balance as of February 28, 2024: $142,300,000
Ladies and Gentlemen:
Reference is made to the above-captioned Loan Agreement and the Loans described therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. This letter sets forth the terms and conditions upon which the Lender consents to the Transfer (as defined below) in accordance with the change of control provisions of the Loan Agreement.
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 between Veltrano Capital Lending Corp., a Delaware corporation, as lender (the "Lender"), and the following entities, each a Delaware limited liability company, collectively as borrowers (the "Borrowers"):
(a) Loan 2-A: GMP Buckhead LLC (EIN: 84-2639901) (the "Buckhead Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326 (the "Buckhead Property");
(b) Loan 2-B: GMP SouthPark LLC (EIN: 84-2639918) (the "SouthPark Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "SouthPark Property");
(c) Loan 2-C: GMP Cool Springs LLC (EIN: 84-2639925) (the "Cool Springs Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority deed of trust lien on the property commonly known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Tennessee 37027 (the "Cool Springs Property"); and
(d) Loan 2-D: GMP Brickell LLC (EIN: 84-2639932) (the "Brickell Borrower"), as borrower, the obligations of which are secured by, among other things, a first-priority mortgage lien on the property commonly known as Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131 (the "Brickell Property" and, together with the Buckhead Property, the SouthPark Property, and the Cool Springs Property, collectively, the "Properties").
The Loans bear interest at a fixed rate of 4.68% per annum, mature on March 1, 2029, and have an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000) as of February 28, 2024. The Loans are currently guaranteed by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Existing Guarantor"), pursuant to that certain Carve-Out Guaranty and Environmental Indemnity Agreement, dated as of February 1, 2021 (as amended, the "Existing Guaranty"). The Loan Agreement, the promissory notes evidencing the Loans, the mortgages, deeds of trust, assignments of leases and rents, security agreements, the Existing Guaranty, environmental indemnity agreements, and all other agreements, instruments, and documents executed and delivered in connection therewith, as each may have been amended, restated, supplemented, or otherwise modified from time to time, are referred to herein collectively as the "Loan Documents."
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"). The Loan Agreement further provides that any such transfer, sale, conveyance, or assignment made without the prior written consent of Lender shall constitute an "Event of Default" thereunder. The proposed transfer of one hundred percent (100%) of the membership interests in each Borrower, as more fully described in Section 3 below, constitutes a change of control under the Loan Agreement and accordingly requires the prior written consent of Lender.
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 membership interests in each of the Borrowers from Seller (the "Transfer" or the "Transaction"). The Transaction is structured as an entity-level acquisition, pursuant to which Buyer will become the sole member and direct owner of each Borrower upon the closing of the Transfer. Following the closing, each Borrower will continue to hold fee simple title (or leasehold interest, as applicable) to its respective Property, and the Loan Documents will remain in place.
The aggregate purchase price for the overall portfolio transaction contemplated by the PSA is One Billion One Hundred Million and No/100 Dollars ($1,100,000,000), of which the Loans secured by the four Properties constitute assumed indebtedness in the aggregate amount of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000). The closing of the Transfer is expected to occur on or about May 31, 2024, subject to extension in accordance with the terms of the PSA (the date upon which the closing of the Transfer actually occurs, the "Closing Date").
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 information provided by or on behalf of Buyer and Seller:
(i) the PSA (redacted as to purchase price allocation among the individual properties within the broader portfolio);
(ii) the audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, as prepared by Muldoon Thackeray CPAs LLP;
(iii) the organizational documents of Fairwater Real Estate Investment Trust, including its Declaration of Trust, as amended;
(iv) resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust authorizing the Transaction and the execution and delivery of the documents contemplated hereby;
(v) the form of Replacement Guaranty (as defined below); and
(vi) such other due diligence materials and information as Lender has reasonably requested in connection with its review and evaluation of the Transfer.
Based upon its review of the foregoing materials and subject to the terms, conditions, and limitations set forth in this consent letter, Lender has determined to grant its consent to the Transfer as set forth below.
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 Estate Investment Trust.
This consent is a one-time consent limited solely to the Transfer described in this consent letter and shall not, under any circumstances, be construed as a consent to any subsequent, additional, or future transfer, conveyance, assignment, pledge, encumbrance, or other change of control of any direct or indirect ownership interest in any Borrower or in any entity that directly or indirectly controls or owns an interest in any Borrower. This consent shall not be deemed a waiver of any provision of the Loan Agreement or any other Loan Document, and all provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms, except as expressly modified hereby.
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. Fairwater Real Estate Investment Trust shall have executed and delivered to Lender a Replacement Carve-Out Guaranty and Environmental Indemnity Agreement (the "Replacement Guaranty"), in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which Fairwater Real Estate Investment Trust replaces Greystone Meridian Partners Fund III, L.P. as the guarantor under the Loan Documents, as more fully described in Section 8 below.
(c) Assumption Agreement. Buyer shall have executed and delivered to Lender an Assumption Agreement (the "Assumption Agreement"), in form and substance acceptable to Lender in its sole and absolute discretion, pursuant to which Buyer expressly confirms the assumption of all obligations of the Borrowers under the Loan Agreement and all other Loan Documents, as more fully described in Section 9 below.
(d) Payment of the Consent Fee. Lender shall have received the Consent Fee (as defined and described in Section 7 below) by wire transfer of immediately available funds to an account designated by Lender.
(e) Financial Covenant Verification. Buyer shall have delivered to Lender evidence satisfactory to Lender, in its reasonable discretion, that the following representations regarding net worth and liquidity are true and correct as of the Closing Date: (i) Buyer has a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and (ii) Buyer holds minimum liquid assets (consisting of unrestricted cash and cash equivalents) of not less than Fifty Million and No/100 Dollars ($50,000,000). Such evidence may include, without limitation, a certification from Buyer's chief financial officer, accompanied by the most recently available financial statements and such other backup documentation as Lender may reasonably request.
(f) Insurance. Buyer shall have delivered to Lender updated certificates of insurance, binders, or evidence of insurance with respect to each of the Properties, naming Lender (and its successors and assigns) as mortgagee, additional insured, and loss payee, as applicable, and otherwise in compliance with the insurance requirements set forth in the Loan Agreement and the other Loan Documents.
(g) Organizational and Legal Documents. Buyer shall have delivered to Lender such organizational documents (including certificates of formation, operating agreements, partnership agreements, declarations of trust, and amendments thereto), officer's certificates, incumbency certificates, good standing certificates (from the state of formation and each state in which a Property is located), and legal opinions of counsel as Lender may reasonably require in connection with the Transfer and the transactions contemplated hereby.
In the event that any of the foregoing Consent Conditions shall not have been satisfied on or prior to the Closing Date, this consent shall be of no force or effect, and Lender shall have no obligation to consent to the Transfer.
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:
$142,300,000 × 0.50% = $711,500
The Consent Fee shall be paid by wire transfer of immediately available funds to a bank account designated by Lender on or before the Closing Date. Wire transfer instructions for such payment shall be provided separately by Lender under separate cover. The Consent Fee is fully earned by Lender upon receipt and is non-refundable under any and all circumstances, regardless of whether the Transfer is subsequently consummated, reversed, rescinded, or otherwise modified. The allocation of the Consent Fee as between Buyer and Seller shall be determined solely as between Buyer and Seller, and Lender shall have no responsibility or liability with respect to such allocation.
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 under the Loan Documents. The Replacement Guaranty shall be a carve-out guaranty and environmental indemnity agreement with terms and conditions no less favorable to Lender than those contained in the Existing Guaranty and shall cover all of the "recourse carve-out" events, "springing recourse" triggers, and environmental indemnification obligations set forth in the Existing Guaranty.
The Replacement Guaranty shall contain, at a minimum, the following ongoing financial covenants with respect to the Replacement Guarantor:
(i) Minimum Tangible Net Worth. The Replacement Guarantor shall maintain a minimum tangible net worth (calculated in accordance with generally accepted accounting principles applied on a consistent basis) of not less than Five Hundred Million and No/100 Dollars ($500,000,000) throughout the term of the Loans. As of the fourth fiscal quarter of 2023, Fairwater Real Estate Investment Trust reported a market capitalization of approximately Four Billion Eight Hundred Million Dollars ($4,800,000,000) (NYSE ticker: FREIT).
(ii) Minimum Liquid Assets. The Replacement Guarantor shall maintain minimum liquid assets (consisting of unrestricted cash, cash equivalents, and marketable securities readily convertible to cash) of not less than Fifty Million and No/100 Dollars ($50,000,000) throughout the term of the Loans.
The Replacement Guarantor shall deliver to Lender, within ninety (90) days following the end of each fiscal year and within forty-five (45) days following the end of each fiscal quarter, a certificate of the chief financial officer of the Replacement Guarantor certifying compliance with the foregoing financial covenants, together with such financial statements and supporting documentation as Lender may reasonably require, all as set forth in the Replacement Guaranty.
Upon the effective date of this consent and the due execution, delivery, and acceptance of the Replacement Guaranty by Lender, the Existing Guarantor (Greystone Meridian Partners Fund III, L.P.) shall be released from its obligations under the Existing Guaranty; provided, however, that such release shall not affect, impair, or extinguish any obligations or liabilities of the Existing Guarantor that arose prior to the Closing Date or that relate to events, acts, omissions, or circumstances occurring prior to the Closing Date, including, without limitation, any environmental liabilities arising from conditions existing at the Properties prior to the Closing Date.
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, without limitation:
(i) the promissory notes evidencing Loans 2-A, 2-B, 2-C, and 2-D;
(ii) the mortgages and deeds of trust encumbering the Properties;
(iii) the assignments of leases and rents;
(iv) all security agreements, financing statements, and pledges;
(v) all environmental indemnity agreements;
(vi) all cash management agreements; and
(vii) all amendments, modifications, supplements, joinders, and reaffirmations of any of the foregoing.
The Assumption Agreement shall confirm that the Loan Agreement and all Loan Documents remain in full force and effect, unamended and unmodified, except as expressly modified by the Assumption Agreement and the Replacement Guaranty. The Assumption Agreement shall further confirm that all representations and warranties made by the Borrowers in the Loan Documents shall be deemed to have been remade by or on behalf of Buyer as of the Closing Date, to the same extent as if originally made by Buyer, and that all covenants, obligations, and agreements of the Borrowers thereunder shall be binding upon and enforceable against Buyer from and after the Closing Date.
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 or the conduct of its business requires such qualification.
(b) Power and Authority. Buyer has full power, authority, and legal right to execute and deliver this consent letter, the Assumption Agreement, the Replacement Guaranty, and all other documents, instruments, and agreements required hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this consent letter and such other documents have been duly authorized by all necessary action on the part of Buyer, including all required approvals of Buyer's Board of Trustees, and do not and will not conflict with or result in a breach or default under any agreement, instrument, or obligation to which Buyer is a party or by which it or its assets are bound.
(c) Financial Condition. Buyer has a tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000) and holds liquid assets (consisting of unrestricted cash and cash equivalents) of not less than Fifty Million and No/100 Dollars ($50,000,000), in each case calculated in accordance with generally accepted accounting principles as of the most recent fiscal quarter end. For reference, as of the fourth fiscal quarter of 2023, Fairwater Real Estate Investment Trust reported a market capitalization of approximately Four Billion Eight Hundred Million Dollars ($4,800,000,000) and its common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."
(d) No Default. To Buyer's knowledge, after due inquiry, no event of default exists under the Loan Agreement as of the Closing Date, and no event, condition, or circumstance has occurred or exists that, with the giving of notice, the passage of time, or both, would constitute an event of default under the Loan Agreement or any other Loan Document.
(e) Review of Loan Documents. Buyer has reviewed the Loan Agreement and all other Loan Documents in their entirety, has had the opportunity to consult with legal counsel of its choosing with respect thereto, and agrees to be fully bound by all of the terms, covenants, conditions, and obligations set forth therein, as if Buyer were an original party to such Loan Documents.
The foregoing representations and warranties shall survive the Closing Date and shall be deemed remade as of the Closing Date for all purposes of the Loan Agreement and the other Loan Documents.
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 or indirectly controls or owns an interest in any Borrower;
(b) a waiver of any default or event of default under the Loan Agreement or any other Loan Document, whether now existing or hereafter arising, or any right or remedy of Lender arising in connection therewith;
(c) a modification, amendment, or waiver of any term, condition, covenant, or provision of the Loan Agreement or any other Loan Document, except as expressly set forth in this consent letter, the Assumption Agreement, and the Replacement Guaranty; or
(d) a waiver of Lender's right to require its prior written consent to any future transfer, change of control, or assignment under the Loan Agreement or any other Loan Document, or a waiver of Lender's right to impose such conditions upon any such future consent as Lender may determine in its sole and absolute discretion.
All of Lender's rights and remedies under the Loan Agreement and the other Loan Documents are expressly reserved and preserved, and no course of dealing or course of conduct shall be deemed to modify or waive any such rights or remedies. This consent letter shall be strictly construed and shall not be interpreted by implication or otherwise to extend to any matter not expressly addressed herein.
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, or waiver, except as expressly set forth in this consent letter, the Assumption Agreement, and the Replacement Guaranty.
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 Lender in connection with the review, negotiation, preparation, and documentation of this consent, the Assumption Agreement, the Replacement Guaranty, and all ancillary documents, including, without limitation, the reasonable fees and disbursements of Cranford McCabe LLP, in accordance with the provisions of the Loan Agreement requiring the Borrowers to reimburse Lender's costs and expenses. Such reimbursement shall be paid on or before the Closing Date, or, if invoiced after the Closing Date, within thirty (30) days following Buyer's receipt of a reasonably detailed invoice therefor.
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 York, for the resolution of any dispute arising under or relating to this consent letter, and each party irrevocably waives any objection to venue in such courts.
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 Brightwater Software or similar electronic signature platform) shall be deemed effective delivery of a manually executed counterpart hereof and shall be binding upon the party so delivering such counterpart.
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 subject matter hereof. No amendment, modification, or waiver of any provision of this consent letter shall be effective unless made in writing and signed by each of the parties hereto.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO LENDER CONSENT LETTER
IN WITNESS WHEREOF, the undersigned has executed this consent letter as of the date first written above.
LENDER:
VELTRANO CAPITAL LENDING CORP., a Delaware corporation
By: ________
Name: Denise Alvarado
Title: Managing Director
Date: May 17, 2024
ACKNOWLEDGMENT AND AGREEMENT — BORROWERS
Each of the undersigned Borrowers hereby acknowledges and agrees to the terms and conditions of this consent letter and confirms that: (i) the Loan Agreement and all other Loan Documents remain in full force and effect in accordance with their respective terms, (ii) no default or event of default exists under the Loan Agreement or any other Loan Document as of the date hereof, and (iii) such Borrower has no claims, counterclaims, offsets, defenses, or rights of recoupment against Lender or any of Lender's affiliates, officers, directors, employees, agents, or representatives with respect to the Loans, the Loan Agreement, or any other Loan Document.
GMP BUCKHEAD LLC, a Delaware limited liability company
By: Greystone Meridian Capital LLC, its Manager
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
GMP SOUTHPARK LLC, a Delaware limited liability company
By: Greystone Meridian Capital LLC, its Manager
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
GMP COOL SPRINGS LLC, a Delaware limited liability company
By: Greystone Meridian Capital LLC, its Manager
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
GMP BRICKELL LLC, a Delaware limited liability company
By: Greystone Meridian Capital LLC, its Manager
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
ACKNOWLEDGMENT AND AGREEMENT — EXISTING GUARANTOR
The undersigned Existing Guarantor hereby acknowledges and agrees to the terms and conditions of this consent letter and acknowledges that its obligations under the Existing Guaranty shall be released, effective upon the Closing Date and the due execution, delivery, and acceptance by Lender of the Replacement Guaranty executed by Fairwater Real Estate Investment Trust; provided, however, that such release shall not affect, impair, or extinguish any obligations or liabilities of the Existing Guarantor arising prior to the Closing Date or relating to events, acts, omissions, or circumstances occurring prior to the Closing Date.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
ACKNOWLEDGMENT AND AGREEMENT — BUYER / REPLACEMENT GUARANTOR
The undersigned Buyer hereby acknowledges and agrees to the terms and conditions of this consent letter, confirms its intent to execute and deliver the Assumption Agreement and the Replacement Guaranty at or prior to the closing of the Transfer, and represents that the Consent Conditions set forth herein will be satisfied on or before the Closing Date. Buyer further confirms each of the representations and warranties set forth in Section 10 of this consent letter and agrees that such representations and warranties shall be true, correct, and complete as of the Closing Date.
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: ________
cc:
Calderwood & Harkness LLP — Douglas Fairchild, Esq.; Grace Nakamura, Esq.
Blackridge Hayes LLP — Nathaniel Pryce, Esq.; Thomas Keating, Esq.
Cranford McCabe LLP — Leo Cranford, Esq.
Commonwealth National Title Insurance Company — Kenneth Stanhope, SVP
Term | Detail
Aggregate Outstanding Principal Balance | $142,300,000
Interest Rate | Fixed at 4.68% per annum
Maturity Date | March 1, 2029
Borrowers | GMP Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC
Replacement Guarantor | Fairwater Real Estate Investment Trust

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

SIGNATURE PAGE TO LENDER CONSENT LETTER

LENDER:

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