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Contract analysis / draft-payoff-request-letter.docx
draft-payoff-request-letter.docx
High · 2
Medium · 3
Standard · 2
1. Introductory Paragraph / Reference to Credit Agreement
Standard
⚑ Commercial term
1. Introductory Paragraph / Reference to Credit Agreement Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Borrower"), hereby writes in connection with that certain Senior Secured Bridge Credit Agreement, dated as of June 30, 2025 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among (i) Fairwater Operating Partne
2. Statement of Intent to Repay / Anticipated Payoff Date
Medium
⚑ Notice / time limit to track
2. Statement of Intent to Repay / Anticipated Payoff Date The Borrower hereby notifies the Administrative Agent that the Borrower intends to repay in full all outstanding Obligations under the Credit Agreement on or about November 28, 2025 (the "Anticipated Payoff Date"). The source of funds for such repayment will be the proceeds of permanent mortgage financing being provided by Clarendon Metropolitan Insurance Comp
3. Request for Payoff Statement
High
⚑ Indemnity / guarantee obligation
3. Request for Payoff Statement The Borrower hereby requests that the Administrative Agent deliver to the Borrower, with a copy to Calderwood & Harkness LLP, counsel to the Borrower (425 Park Avenue, New York, New York 10022, Attention: Philip Hartmann and Lisa Morrow), a written payoff statement (the "Payoff Statement") setting forth, as of the Anticipated Payoff Date of November 28, 2025, each of the following amou
4. Request for Wire Transfer Instructions
Standard
⚑ Commercial term
4. Request for Wire Transfer Instructions The Borrower requests that the Administrative Agent provide complete wire transfer instructions for remittance of the Payoff Amount, including the following information: • Name of receiving bank; • ABA routing number of receiving bank; • Account name; • Account number; • Reference information or other identifying notations to be included with the wire transfer; and • Any othe
5. Request for Confirmation of Lien Release Documents
Medium
⚑ Assignment / subcontracting
5. Request for Confirmation of Lien Release Documents The Borrower requests that, promptly upon receipt of the Payoff Amount in immediately available funds on the payoff date, the Administrative Agent deliver, or cause to be delivered, to the Borrower or its designee, the following lien release and collateral release documents, duly executed, acknowledged, and in recordable form where applicable: (a) Mortgage Release
6. Confirmation of No Default and Covenant Compliance
6. Confirmation of No Default and Covenant Compliance The Borrower hereby confirms that, to the Borrower's knowledge after reasonable inquiry, as of the date of this letter, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any other Loan Document. The Borrower further represents that, as of the most recent financial covenant testing
7. Request for Payoff Letter
High
⚑ Indemnity / guarantee obligation
7. Request for Payoff Letter The Borrower requests that the Payoff Statement be prepared and delivered in the form of a formal payoff letter executed by the Administrative Agent (the "Payoff Letter"), which Payoff Letter shall include, at a minimum, the following: (i) The Payoff Amount and all component amounts thereof, including the outstanding principal balance, accrued and unpaid interest, per diem interest, exit
8. Timing / Urgency
8. Timing / Urgency The Borrower respectfully emphasizes the urgency of this request and asks that the Administrative Agent give this matter its prompt and careful attention. The urgency is driven by the following factors: (i) The targeted closing date for the Permanent Financing is November 28, 2025, and the parties to the permanent loan closing are working toward a definitive closing schedule; (ii) The stated matur
9. Contact Information / Notices
9. Contact Information / Notices All communications regarding this request and the payoff and release process should be directed to the following: At Fairwater Operating Partnership, L.P. / Fairwater Real Estate Investment Trust: Naomi T. Sinclair Chief Financial Officer Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Telephone: [__] Email: [__] Rachel S. Donah
10. Reservation of Rights
Medium
⚑ Notice / time limit to track
10. Reservation of Rights Nothing contained in this letter shall constitute, or shall be deemed to constitute, a waiver, release, or modification of any right, remedy, or defense of the Borrower or the Guarantor under the Credit Agreement or any other Loan Document, at law, or in equity, all of which are expressly reserved. The Borrower reserves the right to modify the Anticipated Payoff Date by providing written not