Contract analysis

I. Introduction and Purpose This firm serves as counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT"), and Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership" and, together with Fairwater REIT, the "Fairwater Parties"), in connection with the permanent take-out financing of the $240,000,000 Senior Secured Bridge Cre

II. Background — Permanent Financing Structure To provide the necessary context for the payoff coordination, we set forth below a summary of the material terms of the permanent CMBS loan: Permanent Lender: Clarendon Metropolitan Insurance Company (NAIC No. 38921) Permanent Lender's Counsel: Ashworth McPhail LLP (lead partner: Joanna C. Wexler, Esq.) Loan Amount: $240,000,000, representing a full take-out of the outst

III. Request for Payoff Letter We formally request that Kensington National Bank, N.A., in its capacity as Administrative Agent under the Bridge Credit Agreement, prepare and deliver a comprehensive payoff letter for the bridge credit facility. We request that the payoff letter be directed to the attention of Thomas J. Pagano, Managing Director, Real Estate Finance, at KNB and that it be prepared in consultation with

IV. Request for Mortgage Release / Satisfaction Documents We request that Halcourt Briggs & Devlin LLP, on behalf of Kensington National Bank, N.A. as Administrative Agent, prepare and deliver draft forms of mortgage release, satisfaction, or discharge instruments for each of the fourteen (14) Sun Belt Portfolio properties. Because the Properties are located across five (5) states — Texas, Georgia, Florida, North Car

V. Request for UCC-3 Termination Statements In addition to the mortgage release and satisfaction instruments, we request that Halcourt Briggs & Devlin LLP prepare and deliver UCC-3 termination statements for all UCC-1 financing statements filed in connection with the Bridge Credit Agreement. The UCC filings to be terminated fall into two categories: A. Delaware Secretary of State Filings (Equity Pledges) In connectio

VI. Confirmation of Wire Instructions In order to coordinate the payoff funding with the permanent loan closing, we request confirmation of the wire transfer instructions for the full payoff amount. Specifically, we request that you advise: (a) Whether the payoff amount should be remitted to Kensington National Bank, N.A., as Administrative Agent, for subsequent distribution to the syndicate lenders in accordance wit

VII. Proposed Timeline for Delivery of Release Documents In order to ensure an orderly and well-coordinated closing, we propose the following timeline and respectfully request that your firm confirm its agreement or propose such modifications as may be appropriate: This timeline provides approximately seven (7) weeks of lead time from the date of this letter and approximately five (5) weeks before the target closing

VIII. Escrow and Closing Mechanics We propose that the closing be conducted via an escrow arrangement under which all release documents (including the fully executed mortgage release or satisfaction instruments and the UCC-3 termination statements), the final payoff letter, and any other deliverables from the Administrative Agent and the syndicate lenders are deposited into escrow pending receipt and confirmation of

IX. Additional Matters We raise the following additional matters for your attention and response: (a) Consents, Waivers, and Approvals. We request confirmation that no consents, waivers, approvals, or other actions are required under the Bridge Credit Agreement or any related loan document (including the intercreditor agreement, if any, among the syndicate lenders) in order for the Borrower to prepay the bridge facil

X. Contact Information and Coordination Philip Hartmann will serve as the primary contact at Calderwood & Harkness LLP for this payoff and lien release coordination effort. Day-to-day logistics, document exchanges, and scheduling matters may be directed to Lisa Morrow and Marcus Leung, who are working with Mr. Hartmann on this transaction. Contact information is as follows: Philip Hartmann, Partner Calderwood & Harkn