Contract analysis

I. Purpose and Scope The purpose of this memorandum is to summarize the material terms of the existing $240,000,000 senior secured bridge credit facility (the "Bridge Credit Agreement" or the "Bridge Facility") that are directly relevant to the planned permanent take-out financing currently being arranged by Fairwater Real Estate Investment Trust ("Fairwater REIT" or "FREIT") and its operating partnership, Fairwater

II. Overview of Bridge Credit Facility A. Basic Terms The principal terms of the Bridge Facility are summarized as follows: Facility Type: Senior secured bridge credit facility. Borrower: Fairwater Operating Partnership, L.P., a Delaware limited partnership (EIN 52-2847201). Fairwater OP is the primary operating entity through which Fairwater REIT conducts substantially all of its real estate investment and managemen

III. Interest Rate A. Applicable Rate The Bridge Facility bears interest at a floating rate equal to 30-day Term SOFR plus 500 basis points (5.00%). The Bridge Credit Agreement incorporates a SOFR floor of 3.00%, meaning that for purposes of calculating interest, Term SOFR is deemed to be no less than 3.00% regardless of the actual prevailing rate. Based on the 30-day Term SOFR rate as of August 11, 2025, which we ha

IV. Maturity and Extension A. Initial Maturity The stated maturity date of the Bridge Facility is December 31, 2025, which is six months from the bridge closing date of June 30, 2025. On the maturity date, all outstanding principal, together with all accrued and unpaid interest, fees (including the exit fee, if applicable), and any other obligations owing under the Bridge Credit Agreement, become immediately due and

V. Fees A. Origination Fee The Bridge Credit Agreement required the payment at closing of an origination fee equal to 1.00% of the total commitment amount, or $2,400,000 ($240,000,000 × 1.00%). This fee was paid in full on the bridge closing date of June 30, 2025, is fully earned, and is non-refundable. The origination fee is not directly relevant to the refinancing analysis except insofar as it represents a sunk cos

VI. Prepayment Provisions A. Voluntary Prepayment The Bridge Credit Agreement provides the borrower with the right to prepay the Bridge Facility, in whole or in part, at any time and from time to time, without the imposition of any prepayment premium or penalty. The only charges associated with a voluntary prepayment are (i) the exit fee discussed in Section V.B above (which, as noted, is subject to waiver if the app

VII. Consent and Notice Requirements for Refinancing A. No Consent Required for Refinancing We have reviewed the Bridge Credit Agreement and confirm that no consent from the Administrative Agent or any Lender is required for the borrower to arrange, negotiate, or close permanent take-out financing. The borrower retains the unrestricted right to arrange and close permanent financing secured by the Sun Belt Portfolio p

VIII. Collateral and Security A. Collateral Description The Bridge Facility is secured by a comprehensive collateral package consisting of the following: (i) Mortgage Liens. First-priority mortgage liens (deeds of trust in applicable jurisdictions) on all 14 Sun Belt Portfolio properties, encumbering both the real property and associated improvements in each case. The properties are located across five states: Texas,

IX. Financial Covenants A. Entity-Level Covenants (Tested on Fairwater REIT Consolidated Basis) The Bridge Credit Agreement imposes several financial maintenance covenants that are tested at the Fairwater REIT consolidated level. These covenants are tested quarterly, based on Fairwater REIT's consolidated financial statements, with compliance certificates required to be delivered within 45 days following the end of e

X. Events of Default — Provisions Relevant to Refinancing Timeline A. Key Default Triggers The Bridge Credit Agreement contains customary Events of Default, including the following provisions that are most directly relevant to the refinancing timeline: • Payment Default. Failure to pay interest when due, subject to a five (5) business day grace period. Failure to pay principal at maturity — no grace period. A failure

XI. Guaranty Provisions The Bridge Credit Agreement is supported by a full recourse guaranty (the "Guaranty") delivered by Fairwater REIT guaranteeing the complete and punctual payment and performance of all obligations of Fairwater OP under the Bridge Credit Agreement and the other loan documents. The Guaranty is unconditional and irrevocable and includes standard waivers of suretyship defenses, including waivers of

XII. Provisions Regarding SPE Borrower Structure for Permanent Financing The Bridge Facility was made to Fairwater Operating Partnership, L.P. as the single consolidated borrower. However, the proposed permanent CMBS loan from Clarendon Metropolitan Insurance Company will require a different borrower structure. Specifically, the 14 SPE property-owning limited liability companies — Fairwater Sun Belt I LLC through Fai

XIII. Summary of Key Financial Metrics — Bridge vs. Proposed Permanent Financing The following table provides a side-by-side comparison of the key financial terms of the existing Bridge Facility and the proposed permanent CMBS loan from Clarendon Metropolitan Insurance Company, based on the terms anticipated in the forthcoming term sheet: The proposed permanent financing represents a materially improved capital struc

XIV. Action Items and Recommendations A. Immediate Actions Based on our review of the Bridge Credit Agreement, we recommend the following immediate action items:

1. Request Payoff Statement. Calderwood & Harkness will prepare a payoff request letter addressed to Kensington National Bank, N.A. (attention: Thomas J. Pagano, Managing Director, Real Estate Finance) requesting a formal payoff statement for the Bridge Facility. A draft of this letter will be circulated separately for client review and execution. The payoff statement should be requested sufficiently in advance of th

2. Confirm Interest Period End Dates. In connection with the payoff request, Calderwood & Harkness will request confirmation of the scheduled Interest Period end dates under the Bridge Facility. Aligning the permanent loan closing and bridge payoff with the end of an Interest Period will minimize or eliminate SOFR breakage costs.

3. Engage Lender's Counsel on Release Documentation. Fairwater should authorize Calderwood & Harkness to contact Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix) to initiate discussions regarding the preparation of lien release and UCC-3 termination documentation. Given the scope of the collateral package — 14 properties across 5 states, with corresponding mortgage releases, fixture filing UCC-3 terminations, and

4. Confirm Entity-Level Covenant Compliance. We request that Naomi T. Sinclair and the Fairwater finance team confirm the current status of compliance with all entity-level financial covenants under the Bridge Credit Agreement (consolidated leverage ratio, consolidated fixed charge coverage ratio, tangible net worth, and minimum liquidity) and provide Calderwood & Harkness with a copy of the most recent quarterly com

5. Monitor Portfolio NOI and DSCR Trends. The current Portfolio DSCR of 1.169x satisfies the ongoing 1.10x covenant but falls short of the 1.20x extension threshold. While the primary plan is to close the permanent financing prior to the bridge maturity date (and thus avoid any need to exercise the extension option), Fairwater should closely monitor portfolio NOI trends in the event that a fallback to the extension o

6. Confirm Exit Fee Waiver Qualification. Upon receipt of the Clarendon Metropolitan term sheet and draft permanent loan documents, Calderwood & Harkness will review the proposed structure to confirm that it meets the Bridge Credit Agreement's definition of "permanent CMBS financing" for purposes of the $1,200,000 exit fee waiver. If there is any question regarding qualification, we will pursue a clarifying amendment

7. Coordinate Simultaneous Closing Logistics. Calderwood & Harkness will coordinate the simultaneous closing mechanics, including: (a) bridge payoff and receipt of payoff funds by KNB; (b) execution and delivery of lien releases and UCC-3 termination statements by Halcourt Briggs & Devlin LLP; (c) recording of new mortgage instruments and filing of new UCC-1 financing statements by Ashworth McPhail LLP (Clarendon Met

8. Maintain Bridge Covenant Compliance. Fairwater must continue to comply with all financial covenants, reporting obligations, and other terms and conditions of the Bridge Credit Agreement until the payoff is complete. This includes timely delivery of quarterly compliance certificates, property-level operating statements, and any other required reports. Any lapse in compliance could constitute an Event of Default and

9. Preserve Exit Fee Waiver Timeline. The permanent loan closing must occur by March 31, 2026 at the latest to preserve the $1,200,000 exit fee waiver. The current target closing date of November 28, 2025 provides a substantial cushion of approximately four months. Nonetheless, Fairwater and Calderwood & Harkness should monitor the permanent financing timeline closely and escalate any issues that could cause delays b

XV. Attachments and Cross-References This memorandum should be read in conjunction with the following documents, which have been provided to or are on file with Calderwood & Harkness: • Bridge Credit Agreement, dated as of June 30, 2025, by and among Fairwater Operating Partnership, L.P., as borrower, Fairwater Real Estate Investment Trust, as guarantor, Kensington National Bank, N.A., as administrative agent, and th

XVI. Confidentiality Notice This memorandum constitutes a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP in anticipation of and in connection with the rendering of legal advice to Fairwater Real Estate Investment Trust and Fairwater Operating Partnership, L.P. regarding the refinancing of the Bridge Credit Facility described herein. This memorandum is protected by the