1036-00004 · Client 1036 · Transaction Documents/Exhibits

psa-exhibit-r-form-lender-consent-letter.docx DOCUMENT Real Estate

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EXHIBIT R

FORM OF LENDER CONSENT LETTER

to the Purchase and Sale Agreement dated as of February 28, 2024

between

Greystone Meridian Partners Fund III, L.P. ("Seller")

and

Fairwater Real Estate Investment Trust ("Buyer")

[This form to be adapted for each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company as applicable. Bracketed items to be completed for each lender. All references to "Lender" shall mean the applicable lender to which the consent letter is addressed, and all references to "Loan Documents," "Borrower," "Loans," and related defined terms shall refer to the applicable loan documents, borrower entities, and loans associated with such Lender, as more particularly identified in Schedule 1 attached hereto.]

[LENDER LETTERHEAD]

[__, 2024]

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

Attention: David Elgin Park, General Counsel

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

Attention: Victor Lansdell, Managing Partner

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

Attention: Douglas Fairchild

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

Attention: Nathaniel Pryce

Re: Consent to Transfer of Membership Interests — [Loan Reference]

Ladies and Gentlemen:

Section 1. Reference and Recitals

Reference is hereby made to the following loan documents (collectively, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Loan Documents"):

[Select applicable option:

(Option A — Pinnacle Federal Bank, N.A.): That certain Master Loan Agreement dated as of September 15, 2020 (as amended by that certain First Amendment to Master Loan Agreement dated as of March 1, 2021, that certain Second Amendment to Master Loan Agreement dated as of October 15, 2022, and that certain Third Amendment to Master Loan Agreement dated as of June 1, 2023), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Pinnacle Federal Bank, N.A., a national banking association ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing eight (8) separate mortgage loans designated as Loans 1-A through 1-H, having an aggregate outstanding principal balance as of the date hereof of Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000.00).

(Option B — Veltrano Capital Lending Corp.): 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), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Veltrano Capital Lending Corp., a Delaware corporation ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing four (4) separate mortgage loans designated as Loans 2-A through 2-D, having an aggregate outstanding principal balance as of the date hereof of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000.00).

(Option C — Sycamore Life Insurance Company): That certain Note Purchase Agreement dated as of November 22, 2019 (as amended by that certain First Amendment to Note Purchase Agreement dated as of April 1, 2021), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Sycamore Life Insurance Company, a Connecticut domiciled life insurance company ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing two (2) separate mortgage loans designated as Loans 3-A and 3-B, having an aggregate outstanding principal balance as of the date hereof of Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000.00).]

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Documents.

The Loan Documents contain certain provisions that restrict, prohibit, or condition, directly or indirectly, the transfer, conveyance, assignment, pledge, encumbrance, or other disposition of ownership interests in the Borrower entities (each of which is a single-purpose limited liability company organized under the laws of the State of Delaware) without the prior written consent of Lender. Pursuant to the terms of the Loan Documents, any such transfer or disposition of ownership interests constitutes a "change of control" (or substantially equivalent event, howsoever denominated in the applicable Loan Documents), and any change of control effected without the prior written consent of Lender constitutes an Event of Default under the Loan Documents.

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), is the current holder of one hundred percent (100%) of the membership interests in each of the Borrower entities listed on Schedule 1 attached hereto. Seller holds such membership interests directly, and no other person or entity holds any membership interest, equity interest, or other ownership interest (whether direct, indirect, legal, beneficial, or otherwise) in any of the Borrower entities.

Pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase and Sale Agreement" or "PSA"), by and between Seller and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), Seller proposes to transfer, convey, assign, and deliver to Buyer one hundred percent (100%) of the membership interests in each Borrower entity listed on Schedule 1 hereto (the "Transfer"). The Transfer constitutes a "change of control" under the Loan Documents and requires the prior written consent of Lender.

Buyer has requested that Lender consent to the Transfer in accordance with the terms and conditions set forth in this consent letter (this "Consent Letter").

In connection with the Transfer: (a) Buyer will assume all obligations of the existing guarantor under the Loan Documents, including but not limited to all obligations under the existing carve-out guaranty and environmental indemnity agreement; and (b) Fairwater Real Estate Investment Trust will execute and deliver a replacement guaranty agreement (the "Replacement Guaranty") in favor of Lender, in the form attached hereto as Annex B, replacing and superseding in its entirety the existing guaranty of Greystone Meridian Partners Fund III, L.P. (and Greystone Meridian Capital LLC, as applicable) (the "Existing Guaranty").

Section 2. Consent

Subject to the terms, conditions, and limitations set forth in this Consent Letter, and in reliance upon the representations, warranties, and acknowledgments contained herein, Lender hereby consents to the Transfer.

This consent is a one-time consent limited solely and exclusively to the Transfer as described herein and in the Purchase and Sale Agreement. This consent does not constitute, and shall not be construed or interpreted as, a consent to any other transfer, conveyance, assignment, pledge, encumbrance, hypothecation, or other disposition of any direct or indirect ownership interest in any Borrower entity, whether now or hereafter proposed, nor shall this consent be deemed to constitute a waiver of any provision of the Loan Documents restricting or conditioning transfers of ownership interests, changes of control, or similar events. Any subsequent transfer, encumbrance, or change of control with respect to any Borrower entity shall require a separate written consent of Lender in accordance with the terms and provisions of the Loan Documents.

This consent shall become effective only upon the simultaneous satisfaction (or waiver by Lender in its sole discretion) of all conditions precedent set forth in Section 3 below (the date on which all such conditions are satisfied or waived, the "Effective Date"). Prior to the Effective Date, this Consent Letter shall be of no force or effect, and Lender shall have no obligation to any party hereunder.

Section 3. Conditions to Consent

The consent of Lender set forth in Section 2 above is expressly conditioned upon the satisfaction of each of the following conditions, each in form and substance satisfactory to Lender in its reasonable discretion:

(a) Assumption Agreement. Receipt by Lender of the fully executed Assumption Agreement in the form attached hereto as Annex A (the "Assumption Agreement"), duly executed and delivered by Buyer, pursuant to which Buyer expressly and unconditionally assumes (i) all obligations of Borrower under the Loan Documents (including, without limitation, all payment obligations, covenants, representations, warranties, and indemnification obligations), and (ii) all obligations of the existing guarantor under the Existing Guaranty, the environmental indemnity agreement, and any and all other guaranty or indemnity instruments executed in connection with the Loan Documents, in each case effective as of and from the Effective Date.

(b) Replacement Guaranty. Receipt by Lender of the fully executed Replacement Guaranty in the form attached hereto as Annex B (the "Replacement Guaranty"), duly executed and delivered by Fairwater Real Estate Investment Trust in its capacity as the replacement guarantor under the Loan Documents. The Replacement Guaranty shall contain, without limitation, the following financial covenants, each of which shall be tested on a continuous basis and as of the last day of each fiscal quarter of the guarantor:

(i) Minimum Tangible Net Worth. The guarantor shall maintain a tangible net worth (as defined in the Replacement Guaranty) of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) at all times.

(ii) Minimum Liquid Assets. The guarantor shall maintain liquid assets (as defined in the Replacement Guaranty) of not less than Fifty Million and No/100 Dollars ($50,000,000.00) at all times.

The Replacement Guaranty shall replace and supersede, in its entirety, the Existing Guaranty, including without limitation the existing carve-out guaranty of Greystone Meridian Partners Fund III, L.P. (and Greystone Meridian Capital LLC, as applicable) previously delivered to Lender in connection with the Loan Documents.

(c) Good Standing and Due Organization. Receipt by Lender of evidence satisfactory to Lender, in its reasonable discretion, that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Maryland, its jurisdiction of formation, and that Buyer is duly qualified to transact business and is in good standing in each state in which the Properties securing the Loans are located, including, without limitation, the States of Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable.

(d) Authorizing Resolutions. Receipt by Lender of true, complete, and correct certified copies of resolutions duly adopted by Buyer's board of trustees (or equivalent governing body), authorizing (i) the Transfer and the acquisition by Buyer of one hundred percent (100%) of the membership interests in each Borrower entity, (ii) the assumption of all obligations under the Loan Documents, (iii) the execution and delivery of the Assumption Agreement, and (iv) the execution and delivery of the Replacement Guaranty, together with a certificate of the secretary or assistant secretary of Buyer certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of the Transfer.

(e) Incumbency Certificate. Receipt by Lender of an incumbency certificate of Buyer, executed by the secretary or assistant secretary of Buyer, identifying by name and title each officer, trustee, or other authorized signatory of Buyer authorized to execute and deliver, on behalf of Buyer, this Consent Letter, the Assumption Agreement, the Replacement Guaranty, and each other document, instrument, or agreement to be executed and delivered by Buyer in connection with the Transfer, together with specimen signatures of each such authorized signatory.

(f) Updated Organizational Charts. Receipt by Lender of updated organizational charts, in form and substance satisfactory to Lender, showing the complete ownership structure of each Borrower entity after giving effect to the Transfer, including the identity of all direct and indirect owners of each Borrower entity, demonstrating that Fairwater Real Estate Investment Trust is the direct or indirect holder of one hundred percent (100%) of the membership interests in each Borrower entity. Such organizational charts shall identify each intermediate entity (if any) and shall specify the percentage ownership interest held at each level of the organizational structure.

(g) Financial Statements. Receipt by Lender of current financial statements of Buyer, including (i) the most recent audited annual consolidated financial statements of Buyer (including a balance sheet, income statement, statement of cash flows, and all notes and schedules thereto), prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and audited by a nationally recognized independent certified public accounting firm, and (ii) the most recent unaudited quarterly consolidated financial statements of Buyer (including a balance sheet and income statement), prepared in accordance with GAAP consistently applied, in each case demonstrating that Buyer satisfies the financial covenants set forth in the Replacement Guaranty, together with a compliance certificate executed by the chief financial officer of Buyer certifying compliance with such financial covenants as of the date of the most recent financial statements and as of the anticipated Effective Date.

(h) Insurance Certificates. Receipt by Lender of updated certificates of insurance, in form and substance satisfactory to Lender, issued by Buyer's insurance carrier, Ironclad Indemnity Insurance Company (or such other insurance carrier rated not less than A-/VIII by A.M. Best Company or otherwise acceptable to Lender in its reasonable discretion), naming Lender (and its successors and assigns) as mortgagee and loss payee under all property and casualty insurance policies and as additional insured under all liability insurance policies, as required by the Loan Documents. Such certificates shall reflect that all insurance coverage required by the Loan Documents is in full force and effect and shall provide that the applicable policies may not be canceled, terminated, or materially modified without not less than thirty (30) days' prior written notice to Lender.

(i) Legal Opinion. Receipt by Lender of a written opinion of Calderwood & Harkness LLP, counsel to Buyer, addressed to Lender, in form and substance reasonably satisfactory to Lender, opining as to (i) the due organization, valid existence, and good standing of Buyer, (ii) the due authorization, execution, and delivery of the Assumption Agreement and the Replacement Guaranty by Buyer, (iii) the enforceability of the Assumption Agreement and the Replacement Guaranty against Buyer in accordance with their respective terms (subject to customary qualifications and exceptions), (iv) the absence of any conflict between the execution and delivery of the Assumption Agreement and the Replacement Guaranty and any applicable law, regulation, order, or organizational document of Buyer, and (v) such other matters as Lender or Lender's counsel may reasonably require.

(j) Consent Fee. Payment by Borrower and/or Buyer to Lender of the consent fee in the amount set forth in Section 5 below, payable by wire transfer of immediately available funds to an account designated in writing by Lender.

(k) Representations and Warranties; No Default. Receipt by Lender of evidence satisfactory to Lender that (i) all representations and warranties of Borrower set forth in the Loan Documents remain true, correct, and complete in all material respects as of the date of the Transfer (or, in the case of representations and warranties that are qualified by materiality or material adverse effect, in all respects), with the same force and effect as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date), and (ii) no Event of Default exists under the Loan Documents, and no event or condition has occurred or exists which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under the Loan Documents.

(l) Additional Documents. Receipt by Lender of such other and further documents, instruments, certificates, agreements, and information as Lender or Lender's counsel (as identified in Section 9 below) may reasonably request in connection with the Transfer, including, without limitation, UCC and judgment lien search results, title endorsements, and any required governmental or regulatory approvals.

Section 4. Representations, Warranties, and Acknowledgments

(a) Organization and Authority of Buyer. Buyer hereby represents and warrants to Lender that: (i) Buyer is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland; (ii) Buyer has all requisite power and authority, under its declaration of trust, bylaws, and applicable law, to consummate the Transfer, to acquire one hundred percent (100%) of the membership interests in each Borrower entity, to assume all obligations under the Loan Documents, and to execute and deliver the Assumption Agreement, the Replacement Guaranty, and each other document to be executed and delivered by Buyer in connection herewith; and (iii) the execution and delivery of this Consent Letter, the Assumption Agreement, and the Replacement Guaranty by Buyer have been duly authorized by all necessary corporate, trust, and other action on the part of Buyer, including, to the extent required, the approval of Buyer's board of trustees, and no further action, consent, or approval is required on the part of Buyer, its trustees, its shareholders, or any other person or entity in connection therewith.

(b) Financial Covenants. Buyer represents and warrants to Lender that, as of the Effective Date, Buyer satisfies the financial covenants set forth in the Replacement Guaranty, including, without limitation, (i) a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00), and (ii) minimum liquid assets of not less than Fifty Million and No/100 Dollars ($50,000,000.00). Buyer further represents and warrants that, as of the Effective Date, there has been no material adverse change in the financial condition of Buyer since the date of the most recent financial statements delivered to Lender pursuant to Section 3(g) above.

(c) Review of Loan Documents. Buyer hereby acknowledges and confirms that it has received, reviewed, and is fully familiar with the Loan Documents, including without limitation all terms, conditions, covenants, representations, warranties, obligations, restrictions, and remedies set forth therein. Buyer further acknowledges that, upon and after the Effective Date, Buyer (and each Borrower entity) shall be bound by all terms, conditions, covenants, and obligations set forth in the Loan Documents, as the same may be modified by this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, and that Buyer's obligations thereunder are absolute and unconditional.

(d) No Modification of Loan Documents. Each of Buyer and Seller hereby acknowledges and agrees that, except as expressly set forth in this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, all terms, conditions, covenants, representations, warranties, obligations, and provisions of the Loan Documents remain in full force and effect and are not modified, waived, amended, released, or otherwise altered by this Consent Letter. Without limiting the generality of the foregoing, nothing contained in this Consent Letter shall be deemed to constitute a waiver of any Event of Default, a modification of any payment terms, interest rate, maturity date, or amortization schedule, or a release or subordination of any lien, security interest, or other encumbrance granted to or held by Lender under the Loan Documents.

(e) No Representations by Lender. Buyer hereby acknowledges and agrees that Lender has not made, and is not making, any representation, warranty, statement, or assurance of any kind or nature to Buyer regarding (i) the Properties securing the Loans, including without limitation their condition, value, environmental status, zoning compliance, or entitlements, (ii) the Borrower entities, including without limitation their financial condition, organizational status, contractual obligations, or pending or threatened litigation, (iii) the Loan Documents, including without limitation their enforceability, the absence of defaults thereunder, or the accuracy of any information contained therein, or (iv) any other matter relating to the transactions contemplated by the Purchase and Sale Agreement. Buyer acknowledges that it has conducted its own independent investigation and due diligence with respect to the foregoing matters and is not relying on any statement or representation of Lender in connection therewith.

Section 5. Consent Fee

As a condition to the consent granted hereunder, Borrower and/or Buyer shall pay to Lender a consent fee (the "Consent Fee") in the following amount:

[Select applicable option:

(Option A — Pinnacle Federal Bank, N.A.): One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00) (representing 0.25% of the aggregate outstanding principal balance of $421,600,000.00).

(Option B — Veltrano Capital Lending Corp.): Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500.00) (representing 0.50% of the aggregate outstanding principal balance of $142,300,000.00).

(Option C — Sycamore Life Insurance Company): Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125.00) (representing 0.125% of the aggregate outstanding principal balance of $48,100,000.00).]

The Consent Fee shall be nonrefundable and fully earned upon payment thereof. The Consent Fee shall be payable by wire transfer of immediately available funds to an account designated in writing by Lender on or prior to the Effective Date. No portion of the Consent Fee shall be subject to refund, credit, set-off, or recoupment under any circumstances, regardless of whether the Transfer is ultimately consummated.

For informational purposes only, and without creating any obligation on the part of Lender with respect thereto, the parties note that, pursuant to Section [__] of the Purchase and Sale Agreement, the Consent Fee is to be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller. The allocation of the Consent Fee as between Buyer and Seller is a matter solely between Buyer and Seller and does not affect the obligation to pay the full amount of the Consent Fee to Lender.

Section 6. Release of Existing Guarantor

Upon and subject to (i) the occurrence of the Effective Date, (ii) the delivery to Lender of the fully executed Replacement Guaranty in accordance with Section 3(b) above, and (iii) the payment of the Consent Fee in accordance with Section 5 above, Lender hereby releases and forever discharges Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and Greystone Meridian Capital LLC, a Delaware limited liability company (collectively, the "Released Parties"), from any and all obligations, liabilities, claims, and demands of every kind and nature arising under the Existing Guaranty, including without limitation (a) all obligations under the carve-out guaranty agreement executed in connection with the Loan Documents, (b) all obligations under the environmental indemnity agreement executed in connection with the Loan Documents, and (c) all obligations under any other guaranty, indemnity, or surety instrument executed by any of the Released Parties in connection with the Loan Documents (collectively, the "Release"), effective as of the Effective Date.

Notwithstanding the foregoing, the Release shall not extend to, and Lender expressly reserves all rights and remedies with respect to, any obligations, liabilities, claims, or demands of any kind or nature that (x) accrued or arose prior to the Effective Date and (y) are not expressly assumed by Buyer under the Assumption Agreement. For the avoidance of doubt, to the extent that Buyer expressly assumes any such pre-Effective Date obligations or liabilities under the Assumption Agreement, such assumption shall be effective in accordance with the terms of the Assumption Agreement, and the Released Parties shall have no further obligation with respect thereto.

Section 7. Loan Document Amendments

Effective as of the Effective Date, the Loan Documents shall be deemed amended, without the necessity of any further action or documentation (except as expressly set forth herein), to reflect the following:

(a) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the indirect owner of one hundred percent (100%) of the membership interests in each Borrower entity, and all references in the Loan Documents to the direct or indirect owner, member, or equity holder of any Borrower entity shall be deemed to refer to Buyer;

(b) The Replacement Guaranty as the operative guaranty agreement under the Loan Documents, replacing and superseding in its entirety the Existing Guaranty, and all references in the Loan Documents to the "Guarantor," the "Guaranty," the "Carve-Out Guaranty," or the "Environmental Indemnity Agreement" (or words of similar import) shall be deemed to refer to Buyer (as the replacement guarantor) and the Replacement Guaranty, as applicable; and

(c) Such conforming changes to the Loan Documents as are reasonably necessary or appropriate to give full force and effect to the Transfer, the Assumption Agreement, and the Replacement Guaranty, including without limitation changes to notice addresses, references to organizational documents of the indirect owner, and references to the guarantor's financial covenants.

Except as expressly modified, amended, or supplemented by this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, all terms, conditions, provisions, covenants, representations, warranties, and obligations set forth in the Loan Documents shall remain unchanged and in full force and effect. Lender hereby expressly reserves all rights and remedies available to Lender under the Loan Documents, at law, or in equity, including without limitation the right to enforce all covenants, conditions, and obligations of Borrower, Buyer (as the indirect owner of Borrower and as replacement guarantor), and any other party to the Loan Documents.

Section 8. Notices

Effective as of the Effective Date, all notices, demands, requests, consents, approvals, and other communications required or permitted to be given under the Loan Documents to or by the indirect owner of the Borrower entities or the guarantor shall be addressed as follows:

To Buyer / New Indirect Owner / Replacement Guarantor:

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

Attention: David Elgin Park, General Counsel

Telephone: (410) 555-7200

Email: dpark@fairwaterreit.com

With a copy to (which shall not constitute notice):

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

Attention: Douglas Fairchild

Telephone: (212) 555-4500

Email: dfairchild@calderwoodharkness.com

The notice address for Lender shall remain unchanged from that set forth in the Loan Documents unless separately updated by Lender in a written notice delivered to the parties in accordance with the Loan Documents.

All notices delivered pursuant to this Section 8 shall comply in all respects with the notice provisions set forth in the applicable Loan Documents, including without limitation the requirements as to method of delivery, deemed receipt, and time periods for response.

Section 9. Lender's Counsel

Lender's counsel for purposes of the consent process contemplated by this Consent Letter is:

[Select applicable option:

(Option A — Pinnacle Federal Bank, N.A.): Whitfield & Archer LLP 717 Texas Avenue, Suite 2500 Houston, Texas 77002

Attention: Sandra Whitfield

Telephone: (713) 555-7170

Email: swhitfield@whitfieldarcher.com

(Option B — Veltrano Capital Lending Corp.): Cranford McCabe LLP 100 Southeast Second Street, Suite 3000 Miami, Florida 33131

Attention: Leo Cranford

Telephone: (305) 555-1000

Email: lcranford@cranfordmccabe.com

(Option C — Sycamore Life Insurance Company): Partridge Wynn & Slater LLP 100 Constitution Plaza, Suite 700 Hartford, Connecticut 06103

Attention: Claire Wynn

Telephone: (860) 555-1001

Email: cwynn@partridgewynn.com]

Buyer and/or Borrower shall pay or reimburse Lender, promptly upon demand, for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable attorneys' fees and disbursements of Lender's counsel identified above) incurred by Lender in connection with the review, analysis, negotiation, preparation, and documentation of this Consent Letter, the Assumption Agreement, the Replacement Guaranty, and all related documents, instruments, and agreements, regardless of whether the Transfer is ultimately consummated. Such costs and expenses shall be payable by wire transfer of immediately available funds within ten (10) business days following receipt by Buyer or Borrower of an invoice therefor.

Section 10. Miscellaneous

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

(b) Counterparts. This Consent Letter may be executed in any number of 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 to this Consent Letter by facsimile transmission, portable document format (.pdf) transmission, or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be effective as delivery of a manually executed counterpart of this Consent Letter.

(c) Entire Agreement. This Consent Letter, together with the Assumption Agreement, the Replacement Guaranty, and the Loan Documents (as amended hereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, correspondence, agreements, and understandings, whether oral or written, relating to such subject matter.

(d) Successors and Assigns. This Consent Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Nothing contained herein shall be construed to limit or restrict the right of Lender to sell, assign, participate, or otherwise transfer all or any portion of the Loans or the Loan Documents in accordance with the terms thereof.

(e) No Third-Party Beneficiaries. Except as expressly provided herein (including, without limitation, the release of the Released Parties set forth in Section 6), no person or entity other than the parties hereto shall have any rights, claims, or benefits under or by reason of this Consent Letter, and this Consent Letter shall not be deemed to confer any rights upon any third party, whether by operation of law, by contract, or otherwise.

(f) Headings. The section and subsection headings in this Consent Letter are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Consent Letter.

(g) Severability. If any provision of this Consent Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent Letter, and this Consent Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Consent Letter shall continue in full force and effect and shall be liberally construed in favor of Lender so as to give effect to the intent of the parties.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Consent Letter as of the date first set forth above.

LENDER:

[LENDER NAME]

By: ________

Name: [Bradley Carston / Denise Alvarado / Graham Hilliard]

Title: [Senior Vice President / Managing Director / Vice President, Mortgage Investments]

ACKNOWLEDGMENT AND AGREEMENT BY BUYER

The undersigned, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby (a) acknowledges receipt of this Consent Letter, (b) agrees to be bound by the terms and conditions hereof, including without limitation the representations, warranties, acknowledgments, and covenants set forth in Section 4 above, (c) agrees to perform all obligations of Buyer as set forth herein, in the Assumption Agreement, and in the Replacement Guaranty, and (d) confirms that the representations and warranties made by Buyer herein are true, correct, and complete as of the date hereof.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

By: ________

Name: Jonathan R. Whitmore

Title: Chief Executive Officer

ACKNOWLEDGMENT AND AGREEMENT BY SELLER

The undersigned, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, hereby (a) acknowledges receipt of this Consent Letter, (b) agrees to be bound by the terms and conditions hereof, and (c) confirms that the representations and warranties made by Seller herein, to the extent applicable, are true, correct, and complete as of the date hereof.

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

ACKNOWLEDGMENT AND AGREEMENT BY EXISTING GUARANTOR

The undersigned, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in its capacity as the existing Guarantor under the Loan Documents, by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, hereby (a) acknowledges receipt of this Consent Letter, (b) consents to the Transfer and the transactions contemplated hereby, (c) acknowledges and agrees that, upon the occurrence of the Effective Date and the delivery of the Replacement Guaranty in accordance with Section 3(b) above, the Existing Guaranty shall be terminated and the Released Parties shall be released from all obligations thereunder in accordance with Section 6 above (subject to the limitations and reservations set forth therein), and (d) agrees that until the Effective Date, the Existing Guaranty shall remain in full force and effect and the Released Parties shall remain fully obligated thereunder.

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., in its capacity as existing Guarantor

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

SCHEDULE 1 TO EXHIBIT R

LIST OF BORROWER ENTITIES AND APPLICABLE LOANS

[Select applicable Schedule for the applicable Lender]

Schedule 1 — Pinnacle Federal Bank, N.A. (Loans 1-A through 1-H)

Aggregate Outstanding Principal Balance: $421,600,000.00 Interest Rate: 4.22% per annum (fixed) Maturity Date: July 1, 2028

Schedule 1 — Veltrano Capital Lending Corp. (Loans 2-A through 2-D)

Aggregate Outstanding Principal Balance: $142,300,000.00 Interest Rate: 4.68% per annum (fixed) Maturity Date: March 1, 2029

Schedule 1 — Sycamore Life Insurance Company (Loans 3-A and 3-B)

Aggregate Outstanding Principal Balance: $48,100,000.00 Interest Rate: 3.95% per annum (fixed) Maturity Date: December 1, 2030

ANNEX A

FORM OF ASSUMPTION AGREEMENT

[Form of Assumption Agreement — see PSA Exhibit [__]]

Note: The form of Assumption Agreement to be attached as Annex A to this Consent Letter shall be the applicable form of assumption agreement for the specific Lender's Loans, as negotiated and agreed upon by the parties and the applicable Lender. The Assumption Agreement shall provide for the express assumption by Buyer (Fairwater Real Estate Investment Trust) of all obligations of Borrower under the Loan Documents and all obligations of the existing guarantor under the Existing Guaranty, effective as of the Effective Date. The form of Assumption Agreement is subject to modification as may be reasonably required by each Lender.

ANNEX B

FORM OF REPLACEMENT GUARANTY

[Form of Replacement Guaranty — see PSA Exhibit S]

Cross-reference: PSA Exhibit S — Form of Replacement Guaranty. The Replacement Guaranty to be attached as Annex B to this Consent Letter shall be in the form of Exhibit S to the Purchase and Sale Agreement dated as of February 28, 2024, between Seller and Buyer, with such modifications as may be reasonably required by each Lender. The key terms of the Replacement Guaranty include the following:

• Guarantor: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.

• Minimum Tangible Net Worth Covenant: Not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) at all times.

• Minimum Liquid Assets Covenant: Not less than Fifty Million and No/100 Dollars ($50,000,000.00) at all times.

• Scope of Guaranty: Carve-out guaranty covering nonrecourse carve-out events (commonly referred to as "bad boy" acts), including but not limited to fraud, misrepresentation, misapplication of funds, voluntary bankruptcy, prohibited transfers, and violations of single-purpose entity covenants, and environmental indemnity obligations under the environmental indemnity agreement executed in connection with the Loan Documents.

• Replacement Effect: The Replacement Guaranty shall replace and supersede, in its entirety, the existing carve-out guaranty and environmental indemnity agreement of Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC.

Borrower Entity Name	EIN	Property Name	Property Address	Loan Designation	Outstanding Principal Balance
GMP Fairfield I LLC	84-2310561	Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	Loan 1-A	$52,700,000.00
GMP Fairfield II LLC	84-2310578	Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	Loan 1-B	$52,700,000.00
GMP Westlake LLC	84-2415693	Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	Loan 1-C	$63,500,000.00
GMP Katy LLC	84-2415710	Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77449	Loan 1-D	$55,200,000.00
GMP Alliance LLC	84-2415728	Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	Loan 1-E	$58,800,000.00
GMP Lakeland LLC	84-2527834	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	Loan 1-F	$41,400,000.00
GMP Southport LLC	84-2527849	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	Loan 1-G	$49,300,000.00
GMP Murfreesboro LLC	84-2527856	Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	Loan 1-H	$48,000,000.00
Borrower Entity Name	EIN	Property Name	Property Address	Loan Designation	Outstanding Principal Balance
GMP Buckhead LLC	84-2639901	Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	Loan 2-A	$48,500,000.00
GMP SouthPark LLC	84-2639918	SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	Loan 2-B	$37,200,000.00
GMP Cool Springs LLC	84-2639925	Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	Loan 2-C	$28,100,000.00
GMP Brickell LLC	84-2639932	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	Loan 2-D	$28,500,000.00
Borrower Entity Name	EIN	Property Name	Property Address	Loan Designation	Outstanding Principal Balance
GMP Peachtree LLC	84-2741063	Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092	Loan 3-A	$28,600,000.00
GMP Mount Juliet LLC	84-2741070	Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	Loan 3-B	$19,500,000.00

EXHIBIT R
FORM OF LENDER CONSENT LETTER
to the Purchase and Sale Agreement dated as of February 28, 2024
between
Greystone Meridian Partners Fund III, L.P. ("Seller")
and
Fairwater Real Estate Investment Trust ("Buyer")
[This form to be adapted for each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company as applicable. Bracketed items to be completed for each lender. All references to "Lender" shall mean the applicable lender to which the consent letter is addressed, and all references to "Loan Documents," "Borrower," "Loans," and related defined terms shall refer to the applicable loan documents, borrower entities, and loans associated with such Lender, as more particularly identified in Schedule 1 attached hereto.]
[LENDER LETTERHEAD]
[__, 2024]
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Managing Partner
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
Re: Consent to Transfer of Membership Interests — [Loan Reference]
Ladies and Gentlemen:
Section 1. Reference and Recitals
Reference is hereby made to the following loan documents (collectively, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Loan Documents"):
[Select applicable option:
(Option A — Pinnacle Federal Bank, N.A.): That certain Master Loan Agreement dated as of September 15, 2020 (as amended by that certain First Amendment to Master Loan Agreement dated as of March 1, 2021, that certain Second Amendment to Master Loan Agreement dated as of October 15, 2022, and that certain Third Amendment to Master Loan Agreement dated as of June 1, 2023), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Pinnacle Federal Bank, N.A., a national banking association ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing eight (8) separate mortgage loans designated as Loans 1-A through 1-H, having an aggregate outstanding principal balance as of the date hereof of Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000.00).
(Option B — Veltrano Capital Lending Corp.): 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), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Veltrano Capital Lending Corp., a Delaware corporation ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing four (4) separate mortgage loans designated as Loans 2-A through 2-D, having an aggregate outstanding principal balance as of the date hereof of One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000.00).
(Option C — Sycamore Life Insurance Company): That certain Note Purchase Agreement dated as of November 22, 2019 (as amended by that certain First Amendment to Note Purchase Agreement dated as of April 1, 2021), by and among the borrower entities identified on Schedule 1 attached hereto (each, individually, a "Borrower" and collectively, the "Borrowers") and Sycamore Life Insurance Company, a Connecticut domiciled life insurance company ("Lender"), together with all promissory notes, deeds of trust, mortgages, security agreements, assignments of leases and rents, guaranty agreements, environmental indemnity agreements, and all other documents, instruments, and agreements executed in connection therewith (collectively, the "Loan Documents"), evidencing and securing two (2) separate mortgage loans designated as Loans 3-A and 3-B, having an aggregate outstanding principal balance as of the date hereof of Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000.00).]
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Documents.
The Loan Documents contain certain provisions that restrict, prohibit, or condition, directly or indirectly, the transfer, conveyance, assignment, pledge, encumbrance, or other disposition of ownership interests in the Borrower entities (each of which is a single-purpose limited liability company organized under the laws of the State of Delaware) without the prior written consent of Lender. Pursuant to the terms of the Loan Documents, any such transfer or disposition of ownership interests constitutes a "change of control" (or substantially equivalent event, howsoever denominated in the applicable Loan Documents), and any change of control effected without the prior written consent of Lender constitutes an Event of Default under the Loan Documents.
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), is the current holder of one hundred percent (100%) of the membership interests in each of the Borrower entities listed on Schedule 1 attached hereto. Seller holds such membership interests directly, and no other person or entity holds any membership interest, equity interest, or other ownership interest (whether direct, indirect, legal, beneficial, or otherwise) in any of the Borrower entities.
Pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase and Sale Agreement" or "PSA"), by and between Seller and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), Seller proposes to transfer, convey, assign, and deliver to Buyer one hundred percent (100%) of the membership interests in each Borrower entity listed on Schedule 1 hereto (the "Transfer"). The Transfer constitutes a "change of control" under the Loan Documents and requires the prior written consent of Lender.
Buyer has requested that Lender consent to the Transfer in accordance with the terms and conditions set forth in this consent letter (this "Consent Letter").
In connection with the Transfer: (a) Buyer will assume all obligations of the existing guarantor under the Loan Documents, including but not limited to all obligations under the existing carve-out guaranty and environmental indemnity agreement; and (b) Fairwater Real Estate Investment Trust will execute and deliver a replacement guaranty agreement (the "Replacement Guaranty") in favor of Lender, in the form attached hereto as Annex B, replacing and superseding in its entirety the existing guaranty of Greystone Meridian Partners Fund III, L.P. (and Greystone Meridian Capital LLC, as applicable) (the "Existing Guaranty").
Section 2. Consent
Subject to the terms, conditions, and limitations set forth in this Consent Letter, and in reliance upon the representations, warranties, and acknowledgments contained herein, Lender hereby consents to the Transfer.
This consent is a one-time consent limited solely and exclusively to the Transfer as described herein and in the Purchase and Sale Agreement. This consent does not constitute, and shall not be construed or interpreted as, a consent to any other transfer, conveyance, assignment, pledge, encumbrance, hypothecation, or other disposition of any direct or indirect ownership interest in any Borrower entity, whether now or hereafter proposed, nor shall this consent be deemed to constitute a waiver of any provision of the Loan Documents restricting or conditioning transfers of ownership interests, changes of control, or similar events. Any subsequent transfer, encumbrance, or change of control with respect to any Borrower entity shall require a separate written consent of Lender in accordance with the terms and provisions of the Loan Documents.
This consent shall become effective only upon the simultaneous satisfaction (or waiver by Lender in its sole discretion) of all conditions precedent set forth in Section 3 below (the date on which all such conditions are satisfied or waived, the "Effective Date"). Prior to the Effective Date, this Consent Letter shall be of no force or effect, and Lender shall have no obligation to any party hereunder.
Section 3. Conditions to Consent
The consent of Lender set forth in Section 2 above is expressly conditioned upon the satisfaction of each of the following conditions, each in form and substance satisfactory to Lender in its reasonable discretion:
(a) Assumption Agreement. Receipt by Lender of the fully executed Assumption Agreement in the form attached hereto as Annex A (the "Assumption Agreement"), duly executed and delivered by Buyer, pursuant to which Buyer expressly and unconditionally assumes (i) all obligations of Borrower under the Loan Documents (including, without limitation, all payment obligations, covenants, representations, warranties, and indemnification obligations), and (ii) all obligations of the existing guarantor under the Existing Guaranty, the environmental indemnity agreement, and any and all other guaranty or indemnity instruments executed in connection with the Loan Documents, in each case effective as of and from the Effective Date.
(b) Replacement Guaranty. Receipt by Lender of the fully executed Replacement Guaranty in the form attached hereto as Annex B (the "Replacement Guaranty"), duly executed and delivered by Fairwater Real Estate Investment Trust in its capacity as the replacement guarantor under the Loan Documents. The Replacement Guaranty shall contain, without limitation, the following financial covenants, each of which shall be tested on a continuous basis and as of the last day of each fiscal quarter of the guarantor:
(i) Minimum Tangible Net Worth. The guarantor shall maintain a tangible net worth (as defined in the Replacement Guaranty) of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) at all times.
(ii) Minimum Liquid Assets. The guarantor shall maintain liquid assets (as defined in the Replacement Guaranty) of not less than Fifty Million and No/100 Dollars ($50,000,000.00) at all times.
The Replacement Guaranty shall replace and supersede, in its entirety, the Existing Guaranty, including without limitation the existing carve-out guaranty of Greystone Meridian Partners Fund III, L.P. (and Greystone Meridian Capital LLC, as applicable) previously delivered to Lender in connection with the Loan Documents.
(c) Good Standing and Due Organization. Receipt by Lender of evidence satisfactory to Lender, in its reasonable discretion, that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Maryland, its jurisdiction of formation, and that Buyer is duly qualified to transact business and is in good standing in each state in which the Properties securing the Loans are located, including, without limitation, the States of Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable.
(d) Authorizing Resolutions. Receipt by Lender of true, complete, and correct certified copies of resolutions duly adopted by Buyer's board of trustees (or equivalent governing body), authorizing (i) the Transfer and the acquisition by Buyer of one hundred percent (100%) of the membership interests in each Borrower entity, (ii) the assumption of all obligations under the Loan Documents, (iii) the execution and delivery of the Assumption Agreement, and (iv) the execution and delivery of the Replacement Guaranty, together with a certificate of the secretary or assistant secretary of Buyer certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of the Transfer.
(e) Incumbency Certificate. Receipt by Lender of an incumbency certificate of Buyer, executed by the secretary or assistant secretary of Buyer, identifying by name and title each officer, trustee, or other authorized signatory of Buyer authorized to execute and deliver, on behalf of Buyer, this Consent Letter, the Assumption Agreement, the Replacement Guaranty, and each other document, instrument, or agreement to be executed and delivered by Buyer in connection with the Transfer, together with specimen signatures of each such authorized signatory.
(f) Updated Organizational Charts. Receipt by Lender of updated organizational charts, in form and substance satisfactory to Lender, showing the complete ownership structure of each Borrower entity after giving effect to the Transfer, including the identity of all direct and indirect owners of each Borrower entity, demonstrating that Fairwater Real Estate Investment Trust is the direct or indirect holder of one hundred percent (100%) of the membership interests in each Borrower entity. Such organizational charts shall identify each intermediate entity (if any) and shall specify the percentage ownership interest held at each level of the organizational structure.
(g) Financial Statements. Receipt by Lender of current financial statements of Buyer, including (i) the most recent audited annual consolidated financial statements of Buyer (including a balance sheet, income statement, statement of cash flows, and all notes and schedules thereto), prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and audited by a nationally recognized independent certified public accounting firm, and (ii) the most recent unaudited quarterly consolidated financial statements of Buyer (including a balance sheet and income statement), prepared in accordance with GAAP consistently applied, in each case demonstrating that Buyer satisfies the financial covenants set forth in the Replacement Guaranty, together with a compliance certificate executed by the chief financial officer of Buyer certifying compliance with such financial covenants as of the date of the most recent financial statements and as of the anticipated Effective Date.
(h) Insurance Certificates. Receipt by Lender of updated certificates of insurance, in form and substance satisfactory to Lender, issued by Buyer's insurance carrier, Ironclad Indemnity Insurance Company (or such other insurance carrier rated not less than A-/VIII by A.M. Best Company or otherwise acceptable to Lender in its reasonable discretion), naming Lender (and its successors and assigns) as mortgagee and loss payee under all property and casualty insurance policies and as additional insured under all liability insurance policies, as required by the Loan Documents. Such certificates shall reflect that all insurance coverage required by the Loan Documents is in full force and effect and shall provide that the applicable policies may not be canceled, terminated, or materially modified without not less than thirty (30) days' prior written notice to Lender.
(i) Legal Opinion. Receipt by Lender of a written opinion of Calderwood & Harkness LLP, counsel to Buyer, addressed to Lender, in form and substance reasonably satisfactory to Lender, opining as to (i) the due organization, valid existence, and good standing of Buyer, (ii) the due authorization, execution, and delivery of the Assumption Agreement and the Replacement Guaranty by Buyer, (iii) the enforceability of the Assumption Agreement and the Replacement Guaranty against Buyer in accordance with their respective terms (subject to customary qualifications and exceptions), (iv) the absence of any conflict between the execution and delivery of the Assumption Agreement and the Replacement Guaranty and any applicable law, regulation, order, or organizational document of Buyer, and (v) such other matters as Lender or Lender's counsel may reasonably require.
(j) Consent Fee. Payment by Borrower and/or Buyer to Lender of the consent fee in the amount set forth in Section 5 below, payable by wire transfer of immediately available funds to an account designated in writing by Lender.
(k) Representations and Warranties; No Default. Receipt by Lender of evidence satisfactory to Lender that (i) all representations and warranties of Borrower set forth in the Loan Documents remain true, correct, and complete in all material respects as of the date of the Transfer (or, in the case of representations and warranties that are qualified by materiality or material adverse effect, in all respects), with the same force and effect as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date), and (ii) no Event of Default exists under the Loan Documents, and no event or condition has occurred or exists which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under the Loan Documents.
(l) Additional Documents. Receipt by Lender of such other and further documents, instruments, certificates, agreements, and information as Lender or Lender's counsel (as identified in Section 9 below) may reasonably request in connection with the Transfer, including, without limitation, UCC and judgment lien search results, title endorsements, and any required governmental or regulatory approvals.
Section 4. Representations, Warranties, and Acknowledgments
(a) Organization and Authority of Buyer. Buyer hereby represents and warrants to Lender that: (i) Buyer is a Maryland real estate investment trust, duly organized, validly existing, and in good standing under the laws of the State of Maryland; (ii) Buyer has all requisite power and authority, under its declaration of trust, bylaws, and applicable law, to consummate the Transfer, to acquire one hundred percent (100%) of the membership interests in each Borrower entity, to assume all obligations under the Loan Documents, and to execute and deliver the Assumption Agreement, the Replacement Guaranty, and each other document to be executed and delivered by Buyer in connection herewith; and (iii) the execution and delivery of this Consent Letter, the Assumption Agreement, and the Replacement Guaranty by Buyer have been duly authorized by all necessary corporate, trust, and other action on the part of Buyer, including, to the extent required, the approval of Buyer's board of trustees, and no further action, consent, or approval is required on the part of Buyer, its trustees, its shareholders, or any other person or entity in connection therewith.
(b) Financial Covenants. Buyer represents and warrants to Lender that, as of the Effective Date, Buyer satisfies the financial covenants set forth in the Replacement Guaranty, including, without limitation, (i) a minimum tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00), and (ii) minimum liquid assets of not less than Fifty Million and No/100 Dollars ($50,000,000.00). Buyer further represents and warrants that, as of the Effective Date, there has been no material adverse change in the financial condition of Buyer since the date of the most recent financial statements delivered to Lender pursuant to Section 3(g) above.
(c) Review of Loan Documents. Buyer hereby acknowledges and confirms that it has received, reviewed, and is fully familiar with the Loan Documents, including without limitation all terms, conditions, covenants, representations, warranties, obligations, restrictions, and remedies set forth therein. Buyer further acknowledges that, upon and after the Effective Date, Buyer (and each Borrower entity) shall be bound by all terms, conditions, covenants, and obligations set forth in the Loan Documents, as the same may be modified by this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, and that Buyer's obligations thereunder are absolute and unconditional.
(d) No Modification of Loan Documents. Each of Buyer and Seller hereby acknowledges and agrees that, except as expressly set forth in this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, all terms, conditions, covenants, representations, warranties, obligations, and provisions of the Loan Documents remain in full force and effect and are not modified, waived, amended, released, or otherwise altered by this Consent Letter. Without limiting the generality of the foregoing, nothing contained in this Consent Letter shall be deemed to constitute a waiver of any Event of Default, a modification of any payment terms, interest rate, maturity date, or amortization schedule, or a release or subordination of any lien, security interest, or other encumbrance granted to or held by Lender under the Loan Documents.
(e) No Representations by Lender. Buyer hereby acknowledges and agrees that Lender has not made, and is not making, any representation, warranty, statement, or assurance of any kind or nature to Buyer regarding (i) the Properties securing the Loans, including without limitation their condition, value, environmental status, zoning compliance, or entitlements, (ii) the Borrower entities, including without limitation their financial condition, organizational status, contractual obligations, or pending or threatened litigation, (iii) the Loan Documents, including without limitation their enforceability, the absence of defaults thereunder, or the accuracy of any information contained therein, or (iv) any other matter relating to the transactions contemplated by the Purchase and Sale Agreement. Buyer acknowledges that it has conducted its own independent investigation and due diligence with respect to the foregoing matters and is not relying on any statement or representation of Lender in connection therewith.
Section 5. Consent Fee
As a condition to the consent granted hereunder, Borrower and/or Buyer shall pay to Lender a consent fee (the "Consent Fee") in the following amount:
[Select applicable option:
(Option A — Pinnacle Federal Bank, N.A.): One Million Fifty-Four Thousand and No/100 Dollars ($1,054,000.00) (representing 0.25% of the aggregate outstanding principal balance of $421,600,000.00).
(Option B — Veltrano Capital Lending Corp.): Seven Hundred Eleven Thousand Five Hundred and No/100 Dollars ($711,500.00) (representing 0.50% of the aggregate outstanding principal balance of $142,300,000.00).
(Option C — Sycamore Life Insurance Company): Sixty Thousand One Hundred Twenty-Five and No/100 Dollars ($60,125.00) (representing 0.125% of the aggregate outstanding principal balance of $48,100,000.00).]
The Consent Fee shall be nonrefundable and fully earned upon payment thereof. The Consent Fee shall be payable by wire transfer of immediately available funds to an account designated in writing by Lender on or prior to the Effective Date. No portion of the Consent Fee shall be subject to refund, credit, set-off, or recoupment under any circumstances, regardless of whether the Transfer is ultimately consummated.
For informational purposes only, and without creating any obligation on the part of Lender with respect thereto, the parties note that, pursuant to Section [__] of the Purchase and Sale Agreement, the Consent Fee is to be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller. The allocation of the Consent Fee as between Buyer and Seller is a matter solely between Buyer and Seller and does not affect the obligation to pay the full amount of the Consent Fee to Lender.
Section 6. Release of Existing Guarantor
Upon and subject to (i) the occurrence of the Effective Date, (ii) the delivery to Lender of the fully executed Replacement Guaranty in accordance with Section 3(b) above, and (iii) the payment of the Consent Fee in accordance with Section 5 above, Lender hereby releases and forever discharges Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and Greystone Meridian Capital LLC, a Delaware limited liability company (collectively, the "Released Parties"), from any and all obligations, liabilities, claims, and demands of every kind and nature arising under the Existing Guaranty, including without limitation (a) all obligations under the carve-out guaranty agreement executed in connection with the Loan Documents, (b) all obligations under the environmental indemnity agreement executed in connection with the Loan Documents, and (c) all obligations under any other guaranty, indemnity, or surety instrument executed by any of the Released Parties in connection with the Loan Documents (collectively, the "Release"), effective as of the Effective Date.
Notwithstanding the foregoing, the Release shall not extend to, and Lender expressly reserves all rights and remedies with respect to, any obligations, liabilities, claims, or demands of any kind or nature that (x) accrued or arose prior to the Effective Date and (y) are not expressly assumed by Buyer under the Assumption Agreement. For the avoidance of doubt, to the extent that Buyer expressly assumes any such pre-Effective Date obligations or liabilities under the Assumption Agreement, such assumption shall be effective in accordance with the terms of the Assumption Agreement, and the Released Parties shall have no further obligation with respect thereto.
Section 7. Loan Document Amendments
Effective as of the Effective Date, the Loan Documents shall be deemed amended, without the necessity of any further action or documentation (except as expressly set forth herein), to reflect the following:
(a) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as the indirect owner of one hundred percent (100%) of the membership interests in each Borrower entity, and all references in the Loan Documents to the direct or indirect owner, member, or equity holder of any Borrower entity shall be deemed to refer to Buyer;
(b) The Replacement Guaranty as the operative guaranty agreement under the Loan Documents, replacing and superseding in its entirety the Existing Guaranty, and all references in the Loan Documents to the "Guarantor," the "Guaranty," the "Carve-Out Guaranty," or the "Environmental Indemnity Agreement" (or words of similar import) shall be deemed to refer to Buyer (as the replacement guarantor) and the Replacement Guaranty, as applicable; and
(c) Such conforming changes to the Loan Documents as are reasonably necessary or appropriate to give full force and effect to the Transfer, the Assumption Agreement, and the Replacement Guaranty, including without limitation changes to notice addresses, references to organizational documents of the indirect owner, and references to the guarantor's financial covenants.
Except as expressly modified, amended, or supplemented by this Consent Letter, the Assumption Agreement, and the Replacement Guaranty, all terms, conditions, provisions, covenants, representations, warranties, and obligations set forth in the Loan Documents shall remain unchanged and in full force and effect. Lender hereby expressly reserves all rights and remedies available to Lender under the Loan Documents, at law, or in equity, including without limitation the right to enforce all covenants, conditions, and obligations of Borrower, Buyer (as the indirect owner of Borrower and as replacement guarantor), and any other party to the Loan Documents.
Section 8. Notices
Effective as of the Effective Date, all notices, demands, requests, consents, approvals, and other communications required or permitted to be given under the Loan Documents to or by the indirect owner of the Borrower entities or the guarantor shall be addressed as follows:
To Buyer / New Indirect Owner / Replacement Guarantor:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Telephone: (410) 555-7200
Email: dpark@fairwaterreit.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Telephone: (212) 555-4500
Email: dfairchild@calderwoodharkness.com
The notice address for Lender shall remain unchanged from that set forth in the Loan Documents unless separately updated by Lender in a written notice delivered to the parties in accordance with the Loan Documents.
All notices delivered pursuant to this Section 8 shall comply in all respects with the notice provisions set forth in the applicable Loan Documents, including without limitation the requirements as to method of delivery, deemed receipt, and time periods for response.
Section 9. Lender's Counsel
Lender's counsel for purposes of the consent process contemplated by this Consent Letter is:
[Select applicable option:
(Option A — Pinnacle Federal Bank, N.A.): Whitfield & Archer LLP 717 Texas Avenue, Suite 2500 Houston, Texas 77002
Attention: Sandra Whitfield
Telephone: (713) 555-7170
Email: swhitfield@whitfieldarcher.com
(Option B — Veltrano Capital Lending Corp.): Cranford McCabe LLP 100 Southeast Second Street, Suite 3000 Miami, Florida 33131
Attention: Leo Cranford
Telephone: (305) 555-1000
Email: lcranford@cranfordmccabe.com
(Option C — Sycamore Life Insurance Company): Partridge Wynn & Slater LLP 100 Constitution Plaza, Suite 700 Hartford, Connecticut 06103
Attention: Claire Wynn
Telephone: (860) 555-1001
Email: cwynn@partridgewynn.com]
Buyer and/or Borrower shall pay or reimburse Lender, promptly upon demand, for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable attorneys' fees and disbursements of Lender's counsel identified above) incurred by Lender in connection with the review, analysis, negotiation, preparation, and documentation of this Consent Letter, the Assumption Agreement, the Replacement Guaranty, and all related documents, instruments, and agreements, regardless of whether the Transfer is ultimately consummated. Such costs and expenses shall be payable by wire transfer of immediately available funds within ten (10) business days following receipt by Buyer or Borrower of an invoice therefor.
Section 10. Miscellaneous
(a) Governing Law. This Consent Letter shall be governed by, and construed and interpreted in accordance with, the laws of the state governing the applicable Loan Documents, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of another jurisdiction.
(b) Counterparts. This Consent Letter may be executed in any number of 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 to this Consent Letter by facsimile transmission, portable document format (.pdf) transmission, or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be effective as delivery of a manually executed counterpart of this Consent Letter.
(c) Entire Agreement. This Consent Letter, together with the Assumption Agreement, the Replacement Guaranty, and the Loan Documents (as amended hereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, correspondence, agreements, and understandings, whether oral or written, relating to such subject matter.
(d) Successors and Assigns. This Consent Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Nothing contained herein shall be construed to limit or restrict the right of Lender to sell, assign, participate, or otherwise transfer all or any portion of the Loans or the Loan Documents in accordance with the terms thereof.
(e) No Third-Party Beneficiaries. Except as expressly provided herein (including, without limitation, the release of the Released Parties set forth in Section 6), no person or entity other than the parties hereto shall have any rights, claims, or benefits under or by reason of this Consent Letter, and this Consent Letter shall not be deemed to confer any rights upon any third party, whether by operation of law, by contract, or otherwise.
(f) Headings. The section and subsection headings in this Consent Letter are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Consent Letter.
(g) Severability. If any provision of this Consent Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent Letter, and this Consent Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Consent Letter shall continue in full force and effect and shall be liberally construed in favor of Lender so as to give effect to the intent of the parties.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned has executed this Consent Letter as of the date first set forth above.
LENDER:
[LENDER NAME]
By: ________
Name: [Bradley Carston / Denise Alvarado / Graham Hilliard]
Title: [Senior Vice President / Managing Director / Vice President, Mortgage Investments]
ACKNOWLEDGMENT AND AGREEMENT BY BUYER
The undersigned, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby (a) acknowledges receipt of this Consent Letter, (b) agrees to be bound by the terms and conditions hereof, including without limitation the representations, warranties, acknowledgments, and covenants set forth in Section 4 above, (c) agrees to perform all obligations of Buyer as set forth herein, in the Assumption Agreement, and in the Replacement Guaranty, and (d) confirms that the representations and warranties made by Buyer herein are true, correct, and complete as of the date hereof.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
By: ________
Name: Jonathan R. Whitmore
Title: Chief Executive Officer
ACKNOWLEDGMENT AND AGREEMENT BY SELLER
The undersigned, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, hereby (a) acknowledges receipt of this Consent Letter, (b) agrees to be bound by the terms and conditions hereof, and (c) confirms that the representations and warranties made by Seller herein, to the extent applicable, are true, correct, and complete as of the date hereof.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P.
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
ACKNOWLEDGMENT AND AGREEMENT BY EXISTING GUARANTOR
The undersigned, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, in its capacity as the existing Guarantor under the Loan Documents, by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, hereby (a) acknowledges receipt of this Consent Letter, (b) consents to the Transfer and the transactions contemplated hereby, (c) acknowledges and agrees that, upon the occurrence of the Effective Date and the delivery of the Replacement Guaranty in accordance with Section 3(b) above, the Existing Guaranty shall be terminated and the Released Parties shall be released from all obligations thereunder in accordance with Section 6 above (subject to the limitations and reservations set forth therein), and (d) agrees that until the Effective Date, the Existing Guaranty shall remain in full force and effect and the Released Parties shall remain fully obligated thereunder.
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., in its capacity as existing Guarantor
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
SCHEDULE 1 TO EXHIBIT R
LIST OF BORROWER ENTITIES AND APPLICABLE LOANS
[Select applicable Schedule for the applicable Lender]
Schedule 1 — Pinnacle Federal Bank, N.A. (Loans 1-A through 1-H)
Aggregate Outstanding Principal Balance: $421,600,000.00 Interest Rate: 4.22% per annum (fixed) Maturity Date: July 1, 2028
Schedule 1 — Veltrano Capital Lending Corp. (Loans 2-A through 2-D)
Aggregate Outstanding Principal Balance: $142,300,000.00 Interest Rate: 4.68% per annum (fixed) Maturity Date: March 1, 2029
Schedule 1 — Sycamore Life Insurance Company (Loans 3-A and 3-B)
Aggregate Outstanding Principal Balance: $48,100,000.00 Interest Rate: 3.95% per annum (fixed) Maturity Date: December 1, 2030
ANNEX A
FORM OF ASSUMPTION AGREEMENT
[Form of Assumption Agreement — see PSA Exhibit [__]]
Note: The form of Assumption Agreement to be attached as Annex A to this Consent Letter shall be the applicable form of assumption agreement for the specific Lender's Loans, as negotiated and agreed upon by the parties and the applicable Lender. The Assumption Agreement shall provide for the express assumption by Buyer (Fairwater Real Estate Investment Trust) of all obligations of Borrower under the Loan Documents and all obligations of the existing guarantor under the Existing Guaranty, effective as of the Effective Date. The form of Assumption Agreement is subject to modification as may be reasonably required by each Lender.
ANNEX B
FORM OF REPLACEMENT GUARANTY
[Form of Replacement Guaranty — see PSA Exhibit S]
Cross-reference: PSA Exhibit S — Form of Replacement Guaranty. The Replacement Guaranty to be attached as Annex B to this Consent Letter shall be in the form of Exhibit S to the Purchase and Sale Agreement dated as of February 28, 2024, between Seller and Buyer, with such modifications as may be reasonably required by each Lender. The key terms of the Replacement Guaranty include the following:
•  Guarantor: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.
•  Minimum Tangible Net Worth Covenant: Not less than Five Hundred Million and No/100 Dollars ($500,000,000.00) at all times.
•  Minimum Liquid Assets Covenant: Not less than Fifty Million and No/100 Dollars ($50,000,000.00) at all times.
•  Scope of Guaranty: Carve-out guaranty covering nonrecourse carve-out events (commonly referred to as "bad boy" acts), including but not limited to fraud, misrepresentation, misapplication of funds, voluntary bankruptcy, prohibited transfers, and violations of single-purpose entity covenants, and environmental indemnity obligations under the environmental indemnity agreement executed in connection with the Loan Documents.
•  Replacement Effect: The Replacement Guaranty shall replace and supersede, in its entirety, the existing carve-out guaranty and environmental indemnity agreement of Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC.
Borrower Entity Name | EIN | Property Name | Property Address | Loan Designation | Outstanding Principal Balance
GMP Fairfield I LLC | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Loan 1-A | $52,700,000.00
GMP Fairfield II LLC | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Loan 1-B | $52,700,000.00
GMP Westlake LLC | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | Loan 1-C | $63,500,000.00
GMP Katy LLC | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449 | Loan 1-D | $55,200,000.00
GMP Alliance LLC | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Loan 1-E | $58,800,000.00
GMP Lakeland LLC | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Loan 1-F | $41,400,000.00
GMP Southport LLC | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Loan 1-G | $49,300,000.00
GMP Murfreesboro LLC | 84-2527856 | Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | Loan 1-H | $48,000,000.00
Borrower Entity Name | EIN | Property Name | Property Address | Loan Designation | Outstanding Principal Balance
GMP Buckhead LLC | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | Loan 2-A | $48,500,000.00
GMP SouthPark LLC | 84-2639918 | SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | Loan 2-B | $37,200,000.00
GMP Cool Springs LLC | 84-2639925 | Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | Loan 2-C | $28,100,000.00
GMP Brickell LLC | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Loan 2-D | $28,500,000.00
Borrower Entity Name | EIN | Property Name | Property Address | Loan Designation | Outstanding Principal Balance
GMP Peachtree LLC | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092 | Loan 3-A | $28,600,000.00
GMP Mount Juliet LLC | 84-2741070 | Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Loan 3-B | $19,500,000.00

EXHIBIT R

FORM OF LENDER CONSENT LETTER

LENDER:

ACKNOWLEDGMENT AND AGREEMENT BY BUYER

FAIRWATER REAL ESTATE INVESTMENT TRUST

ACKNOWLEDGMENT AND AGREEMENT BY SELLER

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

ACKNOWLEDGMENT AND AGREEMENT BY EXISTING GUARANTOR

SCHEDULE 1 TO EXHIBIT R

LIST OF BORROWER ENTITIES AND APPLICABLE LOANS

ANNEX A

FORM OF ASSUMPTION AGREEMENT

ANNEX B

FORM OF REPLACEMENT GUARANTY

Record

Parties

Dates

Amounts