1036-00004 · Client 1036 · Lender Consents

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

93 / 172 ← → ✕

Contract analysis Extract to table

CONFIDENTIAL

SYCAMORE LIFE INSURANCE COMPANY 100 Constitution Plaza Hartford, Connecticut 06103

May 22, 2024

CONSENT TO CHANGE OF CONTROL AND TRANSFER OF MEMBERSHIP INTERESTS

Note Purchase Agreement dated November 22, 2019, as amended (the "Loan Agreement")

Loan 3-A and Loan 3-B

Borrowers: GMP Peachtree LLC (EIN: 84-2741063) and GMP Mount Juliet LLC (EIN: 84-2741070)

Properties: Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071; Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122

Aggregate Outstanding Principal Balance: $48,100,000 (as of February 28, 2024)

Interest Rate: Fixed 3.95% per annum

Maturity Date: December 1, 2030

To:

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

Attention: Marcus Devereaux, Executive Vice President, Acquisitions; and David Elgin Park, General Counsel

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

Attention: Victor Lansdell, Co-Founder & Managing Partner; and Elise Rathborne, 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.

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement dated November 22, 2019, as amended from time to time (the "Loan Agreement"), by and among Sycamore Life Insurance Company, a Connecticut life insurance company (the "Lender"), GMP Peachtree LLC, a Delaware limited liability company ("Borrower A"), and GMP Mount Juliet LLC, a Delaware limited liability company ("Borrower B", and together with Borrower A, each a "Borrower" and collectively, the "Borrowers"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

RECITALS

A. Description of the Loan Agreement. Lender is the holder of the promissory notes and the lender under the Loan Agreement, pursuant to which Lender made two separate loans to the Borrowers (each a "Loan" and collectively, the "Loans"), as follows:

(i) Loan 3-A, made to Borrower A (GMP Peachtree LLC, a Delaware limited liability company, EIN: 84-2741063), which Loan is secured by, among other things, a first-priority mortgage and deed to secure debt encumbering that certain real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071, together with all improvements, fixtures, and appurtenances thereto (the "Peachtree Property"); and

(ii) Loan 3-B, made to Borrower B (GMP Mount Juliet LLC, a Delaware limited liability company, EIN: 84-2741070), which Loan is secured by, among other things, a first-priority deed of trust encumbering that certain real property commonly known as Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122, together with all improvements, fixtures, and appurtenances thereto (the "Mount Juliet Property", and together with the Peachtree Property, each a "Property" and collectively, the "Properties").

The aggregate outstanding principal balance of the Loans as of February 28, 2024 is Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000). The Loans bear interest at a fixed rate of 3.95% per annum and mature on December 1, 2030. A description of each Loan is set forth in Exhibit A attached hereto and incorporated herein by reference.

B. Current Ownership. One hundred percent (100%) of the membership interests in each of Borrower A and Borrower B are currently owned, directly and beneficially, by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Current Owner" or "Seller"). The general partner of Current Owner is Greystone Meridian Capital LLC, a Delaware limited liability company ("GP"). Current Owner is the existing carve-out guarantor under the Loan Agreement pursuant to that certain Carve-Out Guaranty dated November 22, 2019 (as amended, the "Existing Guaranty"), delivered to Lender in connection with the origination of the Loans.

C. Proposed Transaction. Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Proposed Transferee" or "Buyer"), proposes to acquire one hundred percent (100%) of the membership interests in each of Borrower A and Borrower B from Current Owner (the "Transfer"). The Transfer is being effected pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024 (as so amended, collectively, the "PSA"), between Current Owner, as seller, and Proposed Transferee, as buyer. A summary description of the Transfer is set forth in Exhibit B attached hereto and incorporated herein by reference. The parties acknowledge that the Transfer constitutes a "change of control" under Section 7.05 of the Loan Agreement and requires the prior written consent of Lender.

D. Consent Request. By letter dated March 8, 2024, Calderwood & Harkness LLP, counsel to Proposed Transferee (Douglas Fairchild, Esq.), submitted a written request for Lender's consent to the Transfer (the "Consent Request") addressed to Partridge Wynn & Slater LLP, counsel to Lender (100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103, Attention: Claire Wynn, Partner). In connection with the Consent Request, Proposed Transferee submitted to Lender and its counsel certain financial information, organizational documents, a proposed form of replacement guaranty, and such other materials and information as Lender reasonably requested in order to evaluate the Transfer and the creditworthiness of Proposed Transferee.

E. Consent Fee. As a condition to the granting of this consent, Lender requires the payment of a consent fee in the amount of Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125), calculated as 0.125% of the aggregate outstanding principal balance of the Loans ($48,100,000) as of February 28, 2024 (the "Consent Fee"). The Consent Fee shall be paid fifty percent (50%) by Buyer ($30,062.50) and fifty percent (50%) by Seller ($30,062.50). Payment of the Consent Fee in full is a condition precedent to the effectiveness of this consent. Wire instructions for payment of the Consent Fee are set forth in Exhibit C attached hereto.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements, representations, and acknowledgments set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1: GRANT OF CONSENT

Subject to the satisfaction of the terms and conditions set forth herein, Lender hereby consents to the Transfer of one hundred percent (100%) of the membership interests in each of Borrower A (GMP Peachtree LLC) and Borrower B (GMP Mount Juliet LLC) from Current Owner (Greystone Meridian Partners Fund III, L.P.) to Proposed Transferee (Fairwater Real Estate Investment Trust), as described in Recital C above and in Exhibit B attached hereto.

This consent is limited solely and exclusively to the specific Transfer described herein and shall not constitute, nor shall it be construed as, a consent to any other or further transfer, sale, conveyance, assignment, pledge, hypothecation, encumbrance, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of any direct or indirect ownership interest in either Borrower, or of any interest in the Properties or any portion thereof. This consent is given solely under and with respect to the change of control provisions contained in Section 7.05 of the Loan Agreement, and the granting of this consent does not waive, release, or modify any other provision, term, condition, covenant, or obligation contained in the Loan Agreement or any related loan document, all of which remain in full force and effect.

SECTION 2: CONDITIONS PRECEDENT TO EFFECTIVENESS

The consent granted in Section 1 above shall not become effective unless and until each of the following conditions precedent has been satisfied to Lender's reasonable satisfaction:

2.1 Consent Fee Payment. Lender shall have received payment in full of the Consent Fee of Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125) by wire transfer of immediately available funds to Lender's account designated in Exhibit C hereto. Lender hereby acknowledges receipt of the Consent Fee in full.

2.2 Execution of Replacement Guaranty. Proposed Transferee (Fairwater Real Estate Investment Trust) shall have executed and delivered to Lender a Replacement Carve-Out Guaranty (the "Replacement Guaranty") in form and substance acceptable to Lender in its reasonable discretion, replacing the Existing Guaranty of Current Owner. The Replacement Guaranty shall include, without limitation, the following financial covenants applicable to Proposed Transferee as replacement guarantor:

(a) Minimum Tangible Net Worth. Proposed Transferee shall maintain a minimum tangible net worth (calculated in accordance with generally accepted accounting principles, consistently applied, and excluding all intangible assets, goodwill, and other non-tangible items) of not less than Five Hundred Million and No/100 Dollars ($500,000,000) at all times during the term of the Loans.

(b) Minimum Liquid Assets. Proposed Transferee shall maintain minimum liquid assets (consisting of unrestricted cash, cash equivalents, and marketable securities readily convertible to cash within thirty (30) days) of not less than Fifty Million and No/100 Dollars ($50,000,000) at all times during the term of the Loans.

Proposed Transferee represents and warrants to Lender that it is in compliance with each of the foregoing financial covenants as of the date of the Transfer.

2.3 Execution of Assumption Agreement. The Borrowers and Proposed Transferee shall have executed and delivered to Lender an assumption agreement (the "Assumption Agreement") in form and substance acceptable to Lender in its reasonable discretion, pursuant to which Proposed Transferee expressly assumes all obligations, liabilities, and responsibilities of Current Owner under the Loan Agreement and all related loan documents with respect to each Borrower, including, without limitation, all obligations arising under the organizational documents of each Borrower and all obligations to maintain single-purpose entity covenants and to comply with the financial reporting and insurance requirements set forth in the Loan Agreement.

2.4 Delivery of Organizational Documents. Proposed Transferee shall have delivered to Lender true, correct, and complete copies of its organizational documents, including, without limitation: (i) its Declaration of Trust, as amended; (ii) its Bylaws, as amended; and (iii) resolutions of its Board of Trustees authorizing the consummation of the Transfer, the execution and delivery of this consent letter, the Replacement Guaranty, the Assumption Agreement, and all other documents contemplated hereby. In addition, Proposed Transferee shall have delivered a certificate of good standing (or its equivalent) issued by the State Department of Assessments and Taxation of the State of Maryland, dated not more than thirty (30) days prior to the date hereof, together with a Secretary's Certificate of Fairwater Real Estate Investment Trust certifying as to the authenticity and completeness of the attached resolutions and the incumbency and specimen signatures of the officers executing documents on behalf of Proposed Transferee.

2.5 Delivery of Financial Statements. Proposed Transferee shall have delivered to Lender its most recent audited annual financial statements (for the fiscal year ended December 31, 2023), together with its most recent quarterly unaudited financial statements, and such other financial information and documentation as Lender may have reasonably requested in connection with its evaluation of the creditworthiness of Proposed Transferee as replacement guarantor. The parties acknowledge that Fairwater Real Estate Investment Trust is a publicly traded company listed on the New York Stock Exchange (NYSE: FREIT) with a market capitalization of approximately $4.8 billion as of the fourth quarter of 2023.

2.6 Legal Opinions. Lender shall have received such legal opinions from counsel to Proposed Transferee (Calderwood & Harkness LLP) as Lender may have reasonably required, including, without limitation, opinions as to: (i) the due organization, valid existence, and good standing of Proposed Transferee; (ii) the due authorization, execution, and delivery of this consent letter, the Replacement Guaranty, and the Assumption Agreement by Proposed Transferee; (iii) the enforceability of such documents against Proposed Transferee in accordance with their respective terms (subject to customary qualifications and exceptions); and (iv) such other matters as Lender may have reasonably requested.

2.7 No Default. No Event of Default, and no event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing under the Loan Agreement or any related loan document as of the date hereof and as of the date of the closing of the Transfer.

2.8 Payment of Lender's Counsel Fees. Proposed Transferee and/or Current Owner shall have paid all reasonable and documented fees, costs, and out-of-pocket expenses of Lender's counsel, Partridge Wynn & Slater LLP (Attention: Claire Wynn, Partner), incurred in connection with the review, negotiation, documentation, and closing of this consent, the Replacement Guaranty, the Assumption Agreement, and all related matters. Such fees and expenses shall be paid regardless of whether the Transfer is consummated.

SECTION 3: REPRESENTATIONS AND ACKNOWLEDGMENTS OF CURRENT OWNER

Current Owner (Greystone Meridian Partners Fund III, L.P.) hereby represents, warrants, and acknowledges to Lender as of the date hereof as follows:

(a) No Default. No Event of Default, and no event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, has occurred or is continuing under the Loan Agreement or any related loan document.

(b) Representations True and Correct. All representations and warranties made by Current Owner and by the Borrowers in the Loan Agreement and in all related loan documents are true and correct in all material respects as of the date hereof, with the same force and effect as if made on and as of the date hereof (except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

(c) Loan Documents in Full Force and Effect. The Loan Agreement and all related loan documents remain in full force and effect and have not been modified, supplemented, amended, restated, or otherwise changed except as previously disclosed to Lender in writing.

(d) Authority. Current Owner has the full power, authority, and legal right to execute and deliver this consent letter and to perform its obligations hereunder. The execution and delivery of this consent letter by Current Owner has been duly authorized by all necessary action on the part of Current Owner and its general partner, Greystone Meridian Capital LLC.

(e) Knowledge Individuals. For purposes of this consent letter, the knowledge of Current Owner shall mean the actual knowledge of the following individuals, without duty of inquiry: Victor Lansdell, Elise Rathborne, and Sean Kilpatrick.

SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS OF PROPOSED TRANSFEREE

Proposed Transferee (Fairwater Real Estate Investment Trust) hereby represents, warrants, and acknowledges to Lender as of the date hereof as follows:

(a) Organization and Good Standing. Proposed Transferee is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland.

(b) Power and Authority. Proposed Transferee has full power, authority, and legal right to execute and deliver this consent letter, the Replacement Guaranty, the Assumption Agreement, and all other documents and instruments to be executed and delivered by Proposed Transferee in connection herewith, and to perform its obligations under each of the foregoing.

(c) Due Authorization. The execution and delivery of this consent letter, the Replacement Guaranty, the Assumption Agreement, and all related documents, and the performance by Proposed Transferee of its obligations hereunder and thereunder, have been duly authorized by all necessary action of the Board of Trustees of Proposed Transferee, and no further consent, approval, or authorization is required from any person, entity, or governmental authority in connection therewith.

(d) Sole Member. Following the consummation of the Transfer, Proposed Transferee will be the sole member and holder of one hundred percent (100%) of the membership interests in each of Borrower A (GMP Peachtree LLC) and Borrower B (GMP Mount Juliet LLC).

(e) Financial Covenant Compliance. Proposed Transferee satisfies, and as of the date of the closing of the Transfer will satisfy, the guarantor financial covenants set forth in Section 2.2 of this consent letter, including: (i) a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and (ii) minimum liquid assets of not less than Fifty Million and No/100 Dollars ($50,000,000).

(f) Review and Acceptance of Loan Documents. Proposed Transferee has reviewed the Loan Agreement and all related loan documents in their entirety and is fully familiar with the terms, conditions, covenants, and obligations set forth therein. Proposed Transferee hereby accepts and assumes all obligations, liabilities, and responsibilities of Current Owner under the Loan Agreement and all related loan documents with respect to each Borrower, as more fully set forth in the Assumption Agreement.

(g) Knowledge Individuals. For purposes of this consent letter, the knowledge of Proposed Transferee shall mean the actual knowledge of the following individuals, without duty of inquiry: Marcus Devereaux, Leah Torrance, and David Elgin Park.

SECTION 5: RELEASE OF CURRENT OWNER'S GUARANTY

Effective upon and subject to (i) the closing of the Transfer and (ii) the satisfaction of all conditions precedent set forth in Section 2 of this consent letter (including, without limitation, the due execution, delivery, and effectiveness of the Replacement Guaranty by Fairwater Real Estate Investment Trust), Lender hereby releases and discharges Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC (collectively, the "Released Parties") from any and all obligations, liabilities, claims, and demands of Lender arising under or in connection with the Existing Guaranty delivered to Lender in connection with the Loan Agreement; provided, however, that such release shall not extend to any liability, obligation, claim, or demand arising from or relating to any act, omission, breach, or default that occurred prior to the date of the closing of the Transfer. This release is expressly conditioned upon the simultaneous effectiveness of the Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Lender. In the event that the Replacement Guaranty is for any reason not effective or is subsequently determined to be unenforceable, this release shall be deemed null and void, and the Existing Guaranty shall remain in full force and effect as if this consent letter had not been executed.

SECTION 6: CONTINUATION OF LOAN AGREEMENT

Except as expressly modified by this consent letter, the Replacement Guaranty, and the Assumption Agreement, the Loan Agreement and all related loan documents (including, without limitation, the promissory notes, mortgages, deeds to secure debt, deeds of trust, assignments of leases and rents, environmental indemnity agreements, and all other security documents) shall remain in full force and effect in accordance with their respective terms, and nothing contained herein shall be deemed to constitute a novation, satisfaction, or discharge of the Loans or any related obligations.

Upon effectiveness of the Replacement Guaranty, all references in the Loan Agreement and related loan documents to the "Guarantor" shall be deemed to refer to Fairwater Real Estate Investment Trust. Upon effectiveness of the Transfer, all references in the Loan Agreement and related loan documents to the "Owner," "Member," or "Sole Member" of the Borrowers shall be deemed to refer to Fairwater Real Estate Investment Trust.

The Loans shall continue on the same terms and conditions as set forth in the Loan Agreement, including without limitation: (i) a fixed interest rate of 3.95% per annum; (ii) a maturity date of December 1, 2030; and (iii) an aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000) as of February 28, 2024, subject to scheduled amortization payments made in accordance with the Loan Agreement.

SECTION 7: NO WAIVER

This consent is strictly limited to the specific Transfer described herein and shall not be deemed a consent to, or a waiver of, any other or further transfer, assignment, sale, pledge, encumbrance, or other disposition of any interest in the Borrowers, the Properties, or any portion thereof, or any other action or omission requiring Lender's consent under the Loan Agreement or any related loan document.

No waiver of any provision of the Loan Agreement or any related loan document is intended or implied by the granting of this consent. No course of dealing between Lender and any other party hereto shall operate as, or be construed to constitute, a waiver of Lender's rights under the Loan Agreement or under applicable law. Lender expressly reserves all of its rights, remedies, powers, and privileges under the Loan Agreement, the related loan documents, and applicable law, all of which remain in full force and effect.

SECTION 8: PROPERTY INFORMATION CONFIRMATION

For purposes of confirmation and reference, the Properties securing the Loans are described as follows:

Loan 3-A — Peachtree Property

• Property Name: Peachtree Corners Logistics Center

• Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071

• Borrower: GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063)

• Property Type: Logistics / Industrial

• Rentable square Footage: Approximately 345,000 RSF

• Year Built: 2020

Loan 3-B — Mount Juliet Property

• Property Name: Mount Juliet Commerce Park

• Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122

• Borrower: GMP Mount Juliet LLC, a Delaware limited liability company (EIN: 84-2741070)

• Property Type: Logistics / Industrial

• Rentable square Footage: Approximately 298,000 RSF

• Year Built: 2021

SECTION 9: NOTICES

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this consent letter shall be in writing and shall be given in accordance with the notice provisions of the Loan Agreement, as supplemented by the following updated notice addresses:

To Lender: Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103

Attention: Graham Hilliard, Vice President, Mortgage Investments

To Lender's Counsel: Partridge Wynn & Slater LLP 100 Constitution Plaza, Suite 700 Hartford, Connecticut 06103

Attention: Claire Wynn, Partner

To Borrowers (post-Transfer): c/o Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: David Elgin Park, General Counsel

To Proposed Transferee's Counsel: Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq.

SECTION 10: GOVERNING LAW

This consent letter shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The State of Connecticut is the domicile of Lender, and the Loan Agreement is governed by the laws of such state.

SECTION 11: COUNTERPARTS; ELECTRONIC SIGNATURES

This consent letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures to this consent letter delivered by facsimile, portable document format (PDF), Brightwater Software, or any other electronic transmission method shall be deemed original signatures and shall have the same force and effect as manually executed originals for all purposes.

SECTION 12: ENTIRE AGREEMENT

This consent letter, together with the Replacement Guaranty and the Assumption Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements (whether oral or written) relating to the consent of Lender to the Transfer. No amendment, modification, or supplement to this consent letter shall be effective unless in writing and signed by each of the parties hereto.

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

SIGNATURE PAGES TO CONSENT TO CHANGE OF CONTROL AND TRANSFER OF MEMBERSHIP INTERESTS

IN WITNESS WHEREOF, the undersigned have executed this Consent to Change of Control and Transfer of Membership Interests as of the date first set forth above.

LENDER:

SYCAMORE LIFE INSURANCE COMPANY, a Connecticut life insurance company

By: ________

Name: Graham Hilliard

Title: Vice President, Mortgage Investments

Date: May 22, 2024

ACKNOWLEDGED AND AGREED — CURRENT OWNER:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: May 22, 2024

ACKNOWLEDGED AND AGREED — PROPOSED TRANSFEREE:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: May 22, 2024

ACKNOWLEDGED AND AGREED — BORROWER A:

GMP PEACHTREE LLC, a Delaware limited liability company

By: Greystone Meridian Partners Fund III, L.P.,

a Delaware limited partnership, its Sole Member

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: May 22, 2024

ACKNOWLEDGED AND AGREED — BORROWER B:

GMP MOUNT JULIET LLC, a Delaware limited liability company

By: Greystone Meridian Partners Fund III, L.P.,

a Delaware limited partnership, its Sole Member

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: May 22, 2024

EXHIBIT A

DESCRIPTION OF LOANS

The following table sets forth a summary description of each Loan made by Lender under the Loan Agreement:

The Loans were originated pursuant to the Note Purchase Agreement dated November 22, 2019, as amended from time to time. Each Loan is evidenced by a separate promissory note and is secured by a first-priority lien on the applicable Property, as more fully described in the Loan Agreement and the related security documents.

EXHIBIT B

DESCRIPTION OF THE TRANSFER

1. Purchase and Sale Agreement. The Transfer is being effected pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024 (as so amended, the "PSA"), between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, as seller ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as buyer ("Buyer").

2. Transaction Structure. The transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer will acquire one hundred percent (100%) of the membership interests in fourteen (14) property-owning Delaware limited liability companies (the "Property LLCs") from Seller. The Property LLCs include, among others, GMP Peachtree LLC (Borrower A) and GMP Mount Juliet LLC (Borrower B), each of which is a Borrower under the Loan Agreement.

3. Aggregate Purchase Price. The aggregate purchase price for all fourteen (14) Property LLCs under the PSA is One Billion One Hundred Million and No/100 Dollars ($1,100,000,000).

4. Total Assumed Debt. The total indebtedness to be assumed by Buyer in connection with the transaction is approximately Six Hundred Twelve Million and No/100 Dollars ($612,000,000), consisting of outstanding loans across three separate lenders, as follows:

5. Cash Equity at Closing. The cash equity to be funded by Buyer at closing is approximately Four Hundred Eighty-Eight Million and No/100 Dollars ($488,000,000), representing the difference between the aggregate purchase price and the total assumed debt.

6. Consent Required. The transfer of one hundred percent (100%) of the membership interests in each of Borrower A and Borrower B from Seller to Buyer constitutes a "change of control" under Section 7.05 of the Loan Agreement and requires the prior written consent of Lender.

EXHIBIT C

WIRE INSTRUCTIONS FOR CONSENT FEE

The Consent Fee shall be paid by wire transfer of immediately available funds to the following account:

Account Name: Sycamore Life Insurance Company Bank: First New England Trust Company, N.A. Bank Address: 280 Trumbull Street, Hartford, Connecticut 06103 ABA Routing Number: 021-301-089 Account Number: 8847-5520-1163 Reference: "Consent Fee — Loans 3-A / 3-B — GMP Peachtree LLC / GMP Mount Juliet LLC"

Amount: $60,125.00 (Sixty Thousand One Hundred Twenty-Five and No/100 Dollars), representing 0.125% of the aggregate outstanding principal balance of $48,100,000.

Allocation:

Please include the reference line set forth above in all wire transfer instructions to ensure prompt identification and crediting of funds.

cc: (via electronic mail)

• Partridge Wynn & Slater LLP (Claire Wynn, Partner) — Lender's Counsel

• Calderwood & Harkness LLP (Douglas Fairchild, Esq.; Grace Nakamura, Esq.) — Buyer's Counsel

• Blackridge Hayes LLP (Nathaniel Pryce, Esq.; Thomas Keating, Esq.) — Seller's Counsel

• Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President) — Title / Escrow

Loan	Borrower	EIN	Property	Property Address	Outstanding Principal Balance (as of 2/28/2024)	Interest Rate	Maturity Date
Loan 3-A	GMP Peachtree LLC	84-2741063	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071	Component of $48,100,000	3.95% Fixed	December 1, 2030
Loan 3-B	GMP Mount Juliet LLC	84-2741070	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	Component of $48,100,000	3.95% Fixed	December 1, 2030
Aggregate	$48,100,000	3.95% Fixed	December 1, 2030
Lender	Approximate Outstanding Balance
Pinnacle Federal Bank, N.A.	$421,600,000
Veltrano Capital Lending Corp.	$142,300,000
Sycamore Life Insurance Company	$48,100,000
Total Assumed Debt	$612,000,000
Payor	Amount
Buyer (Fairwater Real Estate Investment Trust) — 50%	$30,062.50
Seller (Greystone Meridian Partners Fund III, L.P.) — 50%	$30,062.50
Total Consent Fee	$60,125.00

CONFIDENTIAL
SYCAMORE LIFE INSURANCE COMPANY 100 Constitution Plaza Hartford, Connecticut 06103
May 22, 2024
CONSENT TO CHANGE OF CONTROL AND TRANSFER OF MEMBERSHIP INTERESTS
Note Purchase Agreement dated November 22, 2019, as amended (the "Loan Agreement")
Loan 3-A and Loan 3-B
Borrowers: GMP Peachtree LLC (EIN: 84-2741063) and GMP Mount Juliet LLC (EIN: 84-2741070)
Properties: Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071; Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122
Aggregate Outstanding Principal Balance: $48,100,000 (as of February 28, 2024)
Interest Rate: Fixed 3.95% per annum
Maturity Date: December 1, 2030
To:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions; and David Elgin Park, General Counsel
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner; and Elise Rathborne, 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.
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated November 22, 2019, as amended from time to time (the "Loan Agreement"), by and among Sycamore Life Insurance Company, a Connecticut life insurance company (the "Lender"), GMP Peachtree LLC, a Delaware limited liability company ("Borrower A"), and GMP Mount Juliet LLC, a Delaware limited liability company ("Borrower B", and together with Borrower A, each a "Borrower" and collectively, the "Borrowers"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
RECITALS
A. Description of the Loan Agreement. Lender is the holder of the promissory notes and the lender under the Loan Agreement, pursuant to which Lender made two separate loans to the Borrowers (each a "Loan" and collectively, the "Loans"), as follows:
(i) Loan 3-A, made to Borrower A (GMP Peachtree LLC, a Delaware limited liability company, EIN: 84-2741063), which Loan is secured by, among other things, a first-priority mortgage and deed to secure debt encumbering that certain real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071, together with all improvements, fixtures, and appurtenances thereto (the "Peachtree Property"); and
(ii) Loan 3-B, made to Borrower B (GMP Mount Juliet LLC, a Delaware limited liability company, EIN: 84-2741070), which Loan is secured by, among other things, a first-priority deed of trust encumbering that certain real property commonly known as Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122, together with all improvements, fixtures, and appurtenances thereto (the "Mount Juliet Property", and together with the Peachtree Property, each a "Property" and collectively, the "Properties").
The aggregate outstanding principal balance of the Loans as of February 28, 2024 is Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000). The Loans bear interest at a fixed rate of 3.95% per annum and mature on December 1, 2030. A description of each Loan is set forth in Exhibit A attached hereto and incorporated herein by reference.
B. Current Ownership. One hundred percent (100%) of the membership interests in each of Borrower A and Borrower B are currently owned, directly and beneficially, by Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Current Owner" or "Seller"). The general partner of Current Owner is Greystone Meridian Capital LLC, a Delaware limited liability company ("GP"). Current Owner is the existing carve-out guarantor under the Loan Agreement pursuant to that certain Carve-Out Guaranty dated November 22, 2019 (as amended, the "Existing Guaranty"), delivered to Lender in connection with the origination of the Loans.
C. Proposed Transaction. Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Proposed Transferee" or "Buyer"), proposes to acquire one hundred percent (100%) of the membership interests in each of Borrower A and Borrower B from Current Owner (the "Transfer"). The Transfer is being effected pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024 (as so amended, collectively, the "PSA"), between Current Owner, as seller, and Proposed Transferee, as buyer. A summary description of the Transfer is set forth in Exhibit B attached hereto and incorporated herein by reference. The parties acknowledge that the Transfer constitutes a "change of control" under Section 7.05 of the Loan Agreement and requires the prior written consent of Lender.
D. Consent Request. By letter dated March 8, 2024, Calderwood & Harkness LLP, counsel to Proposed Transferee (Douglas Fairchild, Esq.), submitted a written request for Lender's consent to the Transfer (the "Consent Request") addressed to Partridge Wynn & Slater LLP, counsel to Lender (100 Constitution Plaza, Suite 700, Hartford, Connecticut 06103, Attention: Claire Wynn, Partner). In connection with the Consent Request, Proposed Transferee submitted to Lender and its counsel certain financial information, organizational documents, a proposed form of replacement guaranty, and such other materials and information as Lender reasonably requested in order to evaluate the Transfer and the creditworthiness of Proposed Transferee.
E. Consent Fee. As a condition to the granting of this consent, Lender requires the payment of a consent fee in the amount of Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125), calculated as 0.125% of the aggregate outstanding principal balance of the Loans ($48,100,000) as of February 28, 2024 (the "Consent Fee"). The Consent Fee shall be paid fifty percent (50%) by Buyer ($30,062.50) and fifty percent (50%) by Seller ($30,062.50). Payment of the Consent Fee in full is a condition precedent to the effectiveness of this consent. Wire instructions for payment of the Consent Fee are set forth in Exhibit C attached hereto.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements, representations, and acknowledgments set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: GRANT OF CONSENT
Subject to the satisfaction of the terms and conditions set forth herein, Lender hereby consents to the Transfer of one hundred percent (100%) of the membership interests in each of Borrower A (GMP Peachtree LLC) and Borrower B (GMP Mount Juliet LLC) from Current Owner (Greystone Meridian Partners Fund III, L.P.) to Proposed Transferee (Fairwater Real Estate Investment Trust), as described in Recital C above and in Exhibit B attached hereto.
This consent is limited solely and exclusively to the specific Transfer described herein and shall not constitute, nor shall it be construed as, a consent to any other or further transfer, sale, conveyance, assignment, pledge, hypothecation, encumbrance, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of any direct or indirect ownership interest in either Borrower, or of any interest in the Properties or any portion thereof. This consent is given solely under and with respect to the change of control provisions contained in Section 7.05 of the Loan Agreement, and the granting of this consent does not waive, release, or modify any other provision, term, condition, covenant, or obligation contained in the Loan Agreement or any related loan document, all of which remain in full force and effect.
SECTION 2: CONDITIONS PRECEDENT TO EFFECTIVENESS
The consent granted in Section 1 above shall not become effective unless and until each of the following conditions precedent has been satisfied to Lender's reasonable satisfaction:
2.1 Consent Fee Payment. Lender shall have received payment in full of the Consent Fee of Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125) by wire transfer of immediately available funds to Lender's account designated in Exhibit C hereto. Lender hereby acknowledges receipt of the Consent Fee in full.
2.2 Execution of Replacement Guaranty. Proposed Transferee (Fairwater Real Estate Investment Trust) shall have executed and delivered to Lender a Replacement Carve-Out Guaranty (the "Replacement Guaranty") in form and substance acceptable to Lender in its reasonable discretion, replacing the Existing Guaranty of Current Owner. The Replacement Guaranty shall include, without limitation, the following financial covenants applicable to Proposed Transferee as replacement guarantor:
(a) Minimum Tangible Net Worth. Proposed Transferee shall maintain a minimum tangible net worth (calculated in accordance with generally accepted accounting principles, consistently applied, and excluding all intangible assets, goodwill, and other non-tangible items) of not less than Five Hundred Million and No/100 Dollars ($500,000,000) at all times during the term of the Loans.
(b) Minimum Liquid Assets. Proposed Transferee shall maintain minimum liquid assets (consisting of unrestricted cash, cash equivalents, and marketable securities readily convertible to cash within thirty (30) days) of not less than Fifty Million and No/100 Dollars ($50,000,000) at all times during the term of the Loans.
Proposed Transferee represents and warrants to Lender that it is in compliance with each of the foregoing financial covenants as of the date of the Transfer.
2.3 Execution of Assumption Agreement. The Borrowers and Proposed Transferee shall have executed and delivered to Lender an assumption agreement (the "Assumption Agreement") in form and substance acceptable to Lender in its reasonable discretion, pursuant to which Proposed Transferee expressly assumes all obligations, liabilities, and responsibilities of Current Owner under the Loan Agreement and all related loan documents with respect to each Borrower, including, without limitation, all obligations arising under the organizational documents of each Borrower and all obligations to maintain single-purpose entity covenants and to comply with the financial reporting and insurance requirements set forth in the Loan Agreement.
2.4 Delivery of Organizational Documents. Proposed Transferee shall have delivered to Lender true, correct, and complete copies of its organizational documents, including, without limitation: (i) its Declaration of Trust, as amended; (ii) its Bylaws, as amended; and (iii) resolutions of its Board of Trustees authorizing the consummation of the Transfer, the execution and delivery of this consent letter, the Replacement Guaranty, the Assumption Agreement, and all other documents contemplated hereby. In addition, Proposed Transferee shall have delivered a certificate of good standing (or its equivalent) issued by the State Department of Assessments and Taxation of the State of Maryland, dated not more than thirty (30) days prior to the date hereof, together with a Secretary's Certificate of Fairwater Real Estate Investment Trust certifying as to the authenticity and completeness of the attached resolutions and the incumbency and specimen signatures of the officers executing documents on behalf of Proposed Transferee.
2.5 Delivery of Financial Statements. Proposed Transferee shall have delivered to Lender its most recent audited annual financial statements (for the fiscal year ended December 31, 2023), together with its most recent quarterly unaudited financial statements, and such other financial information and documentation as Lender may have reasonably requested in connection with its evaluation of the creditworthiness of Proposed Transferee as replacement guarantor. The parties acknowledge that Fairwater Real Estate Investment Trust is a publicly traded company listed on the New York Stock Exchange (NYSE: FREIT) with a market capitalization of approximately $4.8 billion as of the fourth quarter of 2023.
2.6 Legal Opinions. Lender shall have received such legal opinions from counsel to Proposed Transferee (Calderwood & Harkness LLP) as Lender may have reasonably required, including, without limitation, opinions as to: (i) the due organization, valid existence, and good standing of Proposed Transferee; (ii) the due authorization, execution, and delivery of this consent letter, the Replacement Guaranty, and the Assumption Agreement by Proposed Transferee; (iii) the enforceability of such documents against Proposed Transferee in accordance with their respective terms (subject to customary qualifications and exceptions); and (iv) such other matters as Lender may have reasonably requested.
2.7 No Default. No Event of Default, and no event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing under the Loan Agreement or any related loan document as of the date hereof and as of the date of the closing of the Transfer.
2.8 Payment of Lender's Counsel Fees. Proposed Transferee and/or Current Owner shall have paid all reasonable and documented fees, costs, and out-of-pocket expenses of Lender's counsel, Partridge Wynn & Slater LLP (Attention: Claire Wynn, Partner), incurred in connection with the review, negotiation, documentation, and closing of this consent, the Replacement Guaranty, the Assumption Agreement, and all related matters. Such fees and expenses shall be paid regardless of whether the Transfer is consummated.
SECTION 3: REPRESENTATIONS AND ACKNOWLEDGMENTS OF CURRENT OWNER
Current Owner (Greystone Meridian Partners Fund III, L.P.) hereby represents, warrants, and acknowledges to Lender as of the date hereof as follows:
(a) No Default. No Event of Default, and no event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, has occurred or is continuing under the Loan Agreement or any related loan document.
(b) Representations True and Correct. All representations and warranties made by Current Owner and by the Borrowers in the Loan Agreement and in all related loan documents are true and correct in all material respects as of the date hereof, with the same force and effect as if made on and as of the date hereof (except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
(c) Loan Documents in Full Force and Effect. The Loan Agreement and all related loan documents remain in full force and effect and have not been modified, supplemented, amended, restated, or otherwise changed except as previously disclosed to Lender in writing.
(d) Authority. Current Owner has the full power, authority, and legal right to execute and deliver this consent letter and to perform its obligations hereunder. The execution and delivery of this consent letter by Current Owner has been duly authorized by all necessary action on the part of Current Owner and its general partner, Greystone Meridian Capital LLC.
(e) Knowledge Individuals. For purposes of this consent letter, the knowledge of Current Owner shall mean the actual knowledge of the following individuals, without duty of inquiry: Victor Lansdell, Elise Rathborne, and Sean Kilpatrick.
SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS OF PROPOSED TRANSFEREE
Proposed Transferee (Fairwater Real Estate Investment Trust) hereby represents, warrants, and acknowledges to Lender as of the date hereof as follows:
(a) Organization and Good Standing. Proposed Transferee is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland.
(b) Power and Authority. Proposed Transferee has full power, authority, and legal right to execute and deliver this consent letter, the Replacement Guaranty, the Assumption Agreement, and all other documents and instruments to be executed and delivered by Proposed Transferee in connection herewith, and to perform its obligations under each of the foregoing.
(c) Due Authorization. The execution and delivery of this consent letter, the Replacement Guaranty, the Assumption Agreement, and all related documents, and the performance by Proposed Transferee of its obligations hereunder and thereunder, have been duly authorized by all necessary action of the Board of Trustees of Proposed Transferee, and no further consent, approval, or authorization is required from any person, entity, or governmental authority in connection therewith.
(d) Sole Member. Following the consummation of the Transfer, Proposed Transferee will be the sole member and holder of one hundred percent (100%) of the membership interests in each of Borrower A (GMP Peachtree LLC) and Borrower B (GMP Mount Juliet LLC).
(e) Financial Covenant Compliance. Proposed Transferee satisfies, and as of the date of the closing of the Transfer will satisfy, the guarantor financial covenants set forth in Section 2.2 of this consent letter, including: (i) a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000); and (ii) minimum liquid assets of not less than Fifty Million and No/100 Dollars ($50,000,000).
(f) Review and Acceptance of Loan Documents. Proposed Transferee has reviewed the Loan Agreement and all related loan documents in their entirety and is fully familiar with the terms, conditions, covenants, and obligations set forth therein. Proposed Transferee hereby accepts and assumes all obligations, liabilities, and responsibilities of Current Owner under the Loan Agreement and all related loan documents with respect to each Borrower, as more fully set forth in the Assumption Agreement.
(g) Knowledge Individuals. For purposes of this consent letter, the knowledge of Proposed Transferee shall mean the actual knowledge of the following individuals, without duty of inquiry: Marcus Devereaux, Leah Torrance, and David Elgin Park.
SECTION 5: RELEASE OF CURRENT OWNER'S GUARANTY
Effective upon and subject to (i) the closing of the Transfer and (ii) the satisfaction of all conditions precedent set forth in Section 2 of this consent letter (including, without limitation, the due execution, delivery, and effectiveness of the Replacement Guaranty by Fairwater Real Estate Investment Trust), Lender hereby releases and discharges Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC (collectively, the "Released Parties") from any and all obligations, liabilities, claims, and demands of Lender arising under or in connection with the Existing Guaranty delivered to Lender in connection with the Loan Agreement; provided, however, that such release shall not extend to any liability, obligation, claim, or demand arising from or relating to any act, omission, breach, or default that occurred prior to the date of the closing of the Transfer. This release is expressly conditioned upon the simultaneous effectiveness of the Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Lender. In the event that the Replacement Guaranty is for any reason not effective or is subsequently determined to be unenforceable, this release shall be deemed null and void, and the Existing Guaranty shall remain in full force and effect as if this consent letter had not been executed.
SECTION 6: CONTINUATION OF LOAN AGREEMENT
Except as expressly modified by this consent letter, the Replacement Guaranty, and the Assumption Agreement, the Loan Agreement and all related loan documents (including, without limitation, the promissory notes, mortgages, deeds to secure debt, deeds of trust, assignments of leases and rents, environmental indemnity agreements, and all other security documents) shall remain in full force and effect in accordance with their respective terms, and nothing contained herein shall be deemed to constitute a novation, satisfaction, or discharge of the Loans or any related obligations.
Upon effectiveness of the Replacement Guaranty, all references in the Loan Agreement and related loan documents to the "Guarantor" shall be deemed to refer to Fairwater Real Estate Investment Trust. Upon effectiveness of the Transfer, all references in the Loan Agreement and related loan documents to the "Owner," "Member," or "Sole Member" of the Borrowers shall be deemed to refer to Fairwater Real Estate Investment Trust.
The Loans shall continue on the same terms and conditions as set forth in the Loan Agreement, including without limitation: (i) a fixed interest rate of 3.95% per annum; (ii) a maturity date of December 1, 2030; and (iii) an aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000) as of February 28, 2024, subject to scheduled amortization payments made in accordance with the Loan Agreement.
SECTION 7: NO WAIVER
This consent is strictly limited to the specific Transfer described herein and shall not be deemed a consent to, or a waiver of, any other or further transfer, assignment, sale, pledge, encumbrance, or other disposition of any interest in the Borrowers, the Properties, or any portion thereof, or any other action or omission requiring Lender's consent under the Loan Agreement or any related loan document.
No waiver of any provision of the Loan Agreement or any related loan document is intended or implied by the granting of this consent. No course of dealing between Lender and any other party hereto shall operate as, or be construed to constitute, a waiver of Lender's rights under the Loan Agreement or under applicable law. Lender expressly reserves all of its rights, remedies, powers, and privileges under the Loan Agreement, the related loan documents, and applicable law, all of which remain in full force and effect.
SECTION 8: PROPERTY INFORMATION CONFIRMATION
For purposes of confirmation and reference, the Properties securing the Loans are described as follows:
Loan 3-A — Peachtree Property
•  Property Name: Peachtree Corners Logistics Center
•  Property Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071
•  Borrower: GMP Peachtree LLC, a Delaware limited liability company (EIN: 84-2741063)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: Approximately 345,000 RSF
•  Year Built: 2020
Loan 3-B — Mount Juliet Property
•  Property Name: Mount Juliet Commerce Park
•  Property Address: 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122
•  Borrower: GMP Mount Juliet LLC, a Delaware limited liability company (EIN: 84-2741070)
•  Property Type: Logistics / Industrial
•  Rentable square Footage: Approximately 298,000 RSF
•  Year Built: 2021
SECTION 9: NOTICES
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this consent letter shall be in writing and shall be given in accordance with the notice provisions of the Loan Agreement, as supplemented by the following updated notice addresses:
To Lender: Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103
Attention: Graham Hilliard, Vice President, Mortgage Investments
To Lender's Counsel: Partridge Wynn & Slater LLP 100 Constitution Plaza, Suite 700 Hartford, Connecticut 06103
Attention: Claire Wynn, Partner
To Borrowers (post-Transfer): c/o Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
To Proposed Transferee's Counsel: Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
SECTION 10: GOVERNING LAW
This consent letter shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The State of Connecticut is the domicile of Lender, and the Loan Agreement is governed by the laws of such state.
SECTION 11: COUNTERPARTS; ELECTRONIC SIGNATURES
This consent letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures to this consent letter delivered by facsimile, portable document format (PDF), Brightwater Software, or any other electronic transmission method shall be deemed original signatures and shall have the same force and effect as manually executed originals for all purposes.
SECTION 12: ENTIRE AGREEMENT
This consent letter, together with the Replacement Guaranty and the Assumption Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements (whether oral or written) relating to the consent of Lender to the Transfer. No amendment, modification, or supplement to this consent letter shall be effective unless in writing and signed by each of the parties hereto.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO CONSENT TO CHANGE OF CONTROL AND TRANSFER OF MEMBERSHIP INTERESTS
IN WITNESS WHEREOF, the undersigned have executed this Consent to Change of Control and Transfer of Membership Interests as of the date first set forth above.
LENDER:
SYCAMORE LIFE INSURANCE COMPANY, a Connecticut life insurance company
By: ________
Name: Graham Hilliard
Title: Vice President, Mortgage Investments
Date: May 22, 2024
ACKNOWLEDGED AND AGREED — CURRENT OWNER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: May 22, 2024
ACKNOWLEDGED AND AGREED — PROPOSED TRANSFEREE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: May 22, 2024
ACKNOWLEDGED AND AGREED — BORROWER A:
GMP PEACHTREE LLC, a Delaware limited liability company
By: Greystone Meridian Partners Fund III, L.P.,
a Delaware limited partnership, its Sole Member
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: May 22, 2024
ACKNOWLEDGED AND AGREED — BORROWER B:
GMP MOUNT JULIET LLC, a Delaware limited liability company
By: Greystone Meridian Partners Fund III, L.P.,
a Delaware limited partnership, its Sole Member
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: May 22, 2024
EXHIBIT A
DESCRIPTION OF LOANS
The following table sets forth a summary description of each Loan made by Lender under the Loan Agreement:
The Loans were originated pursuant to the Note Purchase Agreement dated November 22, 2019, as amended from time to time. Each Loan is evidenced by a separate promissory note and is secured by a first-priority lien on the applicable Property, as more fully described in the Loan Agreement and the related security documents.
EXHIBIT B
DESCRIPTION OF THE TRANSFER
1. Purchase and Sale Agreement. The Transfer is being effected pursuant to that certain Purchase and Sale Agreement dated February 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024 (as so amended, the "PSA"), between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, as seller ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as buyer ("Buyer").
2. Transaction Structure. The transaction contemplated by the PSA is structured as an entity-level acquisition, pursuant to which Buyer will acquire one hundred percent (100%) of the membership interests in fourteen (14) property-owning Delaware limited liability companies (the "Property LLCs") from Seller. The Property LLCs include, among others, GMP Peachtree LLC (Borrower A) and GMP Mount Juliet LLC (Borrower B), each of which is a Borrower under the Loan Agreement.
3. Aggregate Purchase Price. The aggregate purchase price for all fourteen (14) Property LLCs under the PSA is One Billion One Hundred Million and No/100 Dollars ($1,100,000,000).
4. Total Assumed Debt. The total indebtedness to be assumed by Buyer in connection with the transaction is approximately Six Hundred Twelve Million and No/100 Dollars ($612,000,000), consisting of outstanding loans across three separate lenders, as follows:
5. Cash Equity at Closing. The cash equity to be funded by Buyer at closing is approximately Four Hundred Eighty-Eight Million and No/100 Dollars ($488,000,000), representing the difference between the aggregate purchase price and the total assumed debt.
6. Consent Required. The transfer of one hundred percent (100%) of the membership interests in each of Borrower A and Borrower B from Seller to Buyer constitutes a "change of control" under Section 7.05 of the Loan Agreement and requires the prior written consent of Lender.
EXHIBIT C
WIRE INSTRUCTIONS FOR CONSENT FEE
The Consent Fee shall be paid by wire transfer of immediately available funds to the following account:
Account Name: Sycamore Life Insurance Company Bank: First New England Trust Company, N.A. Bank Address: 280 Trumbull Street, Hartford, Connecticut 06103 ABA Routing Number: 021-301-089 Account Number: 8847-5520-1163 Reference: "Consent Fee — Loans 3-A / 3-B — GMP Peachtree LLC / GMP Mount Juliet LLC"
Amount: $60,125.00 (Sixty Thousand One Hundred Twenty-Five and No/100 Dollars), representing 0.125% of the aggregate outstanding principal balance of $48,100,000.
Allocation:
Please include the reference line set forth above in all wire transfer instructions to ensure prompt identification and crediting of funds.
cc: (via electronic mail)
•  Partridge Wynn & Slater LLP (Claire Wynn, Partner) — Lender's Counsel
•  Calderwood & Harkness LLP (Douglas Fairchild, Esq.; Grace Nakamura, Esq.) — Buyer's Counsel
•  Blackridge Hayes LLP (Nathaniel Pryce, Esq.; Thomas Keating, Esq.) — Seller's Counsel
•  Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President) — Title / Escrow
Loan | Borrower | EIN | Property | Property Address | Outstanding Principal Balance (as of 2/28/2024) | Interest Rate | Maturity Date
Loan 3-A | GMP Peachtree LLC | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | Component of $48,100,000 | 3.95% Fixed | December 1, 2030
Loan 3-B | GMP Mount Juliet LLC | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Component of $48,100,000 | 3.95% Fixed | December 1, 2030
Aggregate | $48,100,000 | 3.95% Fixed | December 1, 2030
Lender | Approximate Outstanding Balance
Pinnacle Federal Bank, N.A. | $421,600,000
Veltrano Capital Lending Corp. | $142,300,000
Sycamore Life Insurance Company | $48,100,000
Total Assumed Debt | $612,000,000
Payor | Amount
Buyer (Fairwater Real Estate Investment Trust) — 50% | $30,062.50
Seller (Greystone Meridian Partners Fund III, L.P.) — 50% | $30,062.50
Total Consent Fee | $60,125.00

CONFIDENTIAL

CONSENT TO CHANGE OF CONTROL AND TRANSFER OF MEMBERSHIP INTERESTS

RECITALS

SECTION 1: GRANT OF CONSENT

SECTION 2: CONDITIONS PRECEDENT TO EFFECTIVENESS

SECTION 3: REPRESENTATIONS AND ACKNOWLEDGMENTS OF CURRENT OWNER

SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS OF PROPOSED TRANSFEREE

SECTION 5: RELEASE OF CURRENT OWNER'S GUARANTY

SECTION 6: CONTINUATION OF LOAN AGREEMENT

SECTION 7: NO WAIVER

SECTION 8: PROPERTY INFORMATION CONFIRMATION

SECTION 9: NOTICES

SECTION 10: GOVERNING LAW

SECTION 12: ENTIRE AGREEMENT

LENDER:

EXHIBIT A

DESCRIPTION OF LOANS

EXHIBIT B

DESCRIPTION OF THE TRANSFER

EXHIBIT C

WIRE INSTRUCTIONS FOR CONSENT FEE

Record

Parties

Dates

Amounts