Contract analysis

1. Purpose and Summary This memorandum documents the results of a comprehensive conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") as borrower's counsel to Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT") in connection with the negotiation, documentation, and closing of permanent take-out financing to rep

2. Description of the Proposed Engagement 2.1 Transaction Overview Fairwater Real Estate Investment Trust, a Maryland real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWTR," seeks to obtain permanent CMBS take-out financing in the aggregate principal amount of $240,000,000 (the "Permanent Loan") from Clarendon Metropolitan Insurance Company ("Clarendon Metropolitan"), a New

3. Parties Searched The Firm's conflicts database was searched against the following parties, including all known affiliates, subsidiaries, parent entities, and related persons. The parties are organized by their respective roles in the proposed transaction. 3.1 Client and Client Affiliates The following entities and individuals constitute the prospective client group: Fairwater Real Estate Investment Trust — Marylan

4. Search Methodology The conflicts review was conducted using the Firm's electronic conflicts management system (Greaves Services Inc.™), which maintains records of all active, closed, prospective, and declined engagements across all offices and practice groups of Calderwood & Harkness LLP. The search methodology employed is summarized as follows: Search Terms. The Firm's conflicts database was searched using the fu

5. Results of Conflicts Search The results of the comprehensive conflicts search are set forth below, organized by party. A summary table of all search results is attached hereto as Exhibit A. 5.1 Fairwater Real Estate Investment Trust and Affiliates The search of the Firm's conflicts database returned no results for Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., any of the fourteen Fa

6. Analysis of Potential Lateral Issues In addition to the direct party-by-party conflicts analysis set forth in Section 5 above, the undersigned has considered whether any theoretical lateral or positional conflicts might arise from the multi-party nature of the proposed transaction. The following considerations were evaluated: Borrower Representation and Bridge Lender Coordination. Calderwood & Harkness will repres

7. Conclusion and Recommendation Based on the comprehensive conflicts search and analysis described in this memorandum, I confirm that no conflicts of interest were identified that would preclude or restrict Calderwood & Harkness LLP's representation of Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., and the fourteen Fairwater Sun Belt SPE entities in connection with the permanent take-

1. Open the Matter. Matter number 1036-00001 should be opened in the Firm's practice management and billing systems, with Philip Hartmann designated as Responsible Partner and Claudia Merritt designated as Billing Partner.

2. Transmit the Engagement Letter. The engagement letter, which has been prepared in draft and reviewed by Philip Hartmann, should be transmitted to David A. Whitfield, General Counsel of Fairwater REIT, for execution. The Firm should not commence substantive billable work on the transaction until the countersigned engagement letter has been received and the matter formally opened.

3. Supplemental Conflicts Checks. As the transaction progresses, additional parties may be identified that were not included in the initial conflicts search. Examples of such parties may include, without limitation: (a) the cash management bank or lockbox bank for the Permanent Loan; (b) local counsel retained in the various states where the Sun Belt Portfolio properties are located; (c) the CMBS securitization trust

8. Signature and Approval Prepared by: ________________________________________ Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP Date: August 9, 2025 Reviewed and Approved by: ________________________________________ Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP Date: August 9, 2025 Filing Notation: This memorandum is to be filed in the Firm's central conflict