Contract analysis

I. Purpose of Memorandum This memorandum transmits for your review a set of seven (7) form request letters addressed to the appropriate governmental authorities in Maryland, Delaware, Texas, Georgia, Florida, North Carolina, and Tennessee, respectively, requesting issuance of certificates of good standing, certificates of existence, and certificates of foreign qualification, as applicable, for each of the borrower en

II. Summary of Entities and Jurisdictions The following table sets forth each entity for which a certificate is required, the entity's jurisdiction of formation, the type of certificate to be requested from the formation jurisdiction, and, where applicable, the foreign qualification jurisdiction(s) and the type of foreign qualification certificate to be requested. The total number of certificates to be requested is b

III. Fee Schedule Summary The following table summarizes the applicable filing fees, expedited processing fees, expected turnaround times, and accepted payment methods for each jurisdiction from which certificates will be requested. All letters have been prepared to request expedited processing, and the enclosed checks reflect the applicable expedited fee for each jurisdiction. Note: The fees set forth above are appr

IV. Transmittal Instructions Please note the following instructions with respect to the submission and handling of the request letters:

1. Method of Submission. Each letter should be sent via overnight courier (Severin Partners LLC or Halcyon Partners LLC Next Day Air) to the applicable governmental office, unless electronic submission is available and preferable. For the Florida Division of Corporations, online certification is available through the Sunbiz portal; however, given the closing deliverable requirements for original certified paper certi

2. Payment. Enclose with each letter a firm check in the applicable amount, drawn on the Calderwood & Harkness LLP operating account and made payable to the designated payee as set forth in each letter. The total disbursement for all certificates is $1,911.25. For jurisdictions where online payment is available (and if we elect to submit electronically), a firm credit card may be used. All fees should be charged to M

3. Return Delivery. All certificates should be directed to: Calderwood & Harkness LLP, 425 Park Avenue, New York, NY 10022, Attention: Marcus Leung. Each letter includes this return delivery instruction. Where possible, please also request that the issuing office provide an email confirmation or tracking number upon issuance.

4. Confirmation and Follow-Up. Please confirm receipt of each submission within three (3) business days of the date of submission. If a certificate is not received within the stated expedited turnaround time for the applicable jurisdiction, please follow up with the issuing office by telephone to determine the status of the request and, if necessary, escalate to ensure timely processing.

5. Cataloguing and Distribution. Upon receipt, each certificate should be catalogued on the closing checklist (Exhibit A hereto provides a master tracking schedule for this purpose) and scanned copies should be provided promptly to (a) Ashworth McPhail LLP, counsel to the Permanent Lender, Attention: Joanna C. Wexler, and (b) the client, Attention: David A. Whitfield, General Counsel, Fairwater Real Estate Investment

Section C: Texas — Secretary of State (5 Certificates) Section D: Georgia — Secretary of State (3 Certificates) Section E: Florida — Department of State (3 Certificates) Section F: North Carolina — Secretary of State (2 Certificates) Section G: Tennessee — Secretary of State (1 Certificate) Total Fees Summary Note: All fees are to be charged to Matter No. 1036-00001, Fairwater Real Estate Investment Trust, as client