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Contract analysis / loan-application-cover-letter.docx
loan-application-cover-letter.docx
1036-00001 · 48 clauses
High · 0 Medium · 3 Standard · 2
1. Background and Transaction Summary Standard
⚑ Commercial term
1. Background and Transaction Summary Fairwater REIT, through Fairwater OP and the SPE Borrowers, acquired a portfolio of fourteen (14) multifamily residential communities located across the southeastern United States (collectively, the "Sun Belt Portfolio") on June 30, 2025 from Meridian Sunstone Holdings LLC, an unaffiliated third-party seller. The aggregate purchase price for the Sun Belt Portfolio was $385,000,00
2. The Sun Belt Portfolio
2. The Sun Belt Portfolio The Sun Belt Portfolio comprises fourteen (14) multifamily residential communities totaling approximately 4,200 apartment units located across five (5) states in the Sun Belt region of the United States. The portfolio is diversified by geography, vintage, and unit count, and is situated in high-growth metropolitan statistical areas with favorable demographic trends, strong employment growth,
3. Proposed Loan Terms Summary Medium
⚑ Forum / governing law
3. Proposed Loan Terms Summary Set forth below is a summary of the principal terms and conditions of the Proposed Loan, as reflected in the Term Sheet dated August 25, 2025. This summary is intended for reference purposes only and is qualified in its entirety by the terms of the Term Sheet and the definitive loan documents to be negotiated and executed by the parties. Proposed Lender: Clarendon Metropolitan Insurance
4. Rate Lock Deposit Standard
⚑ Commercial term
4. Rate Lock Deposit In accordance with the Term Sheet and the requirements of Clarendon Metropolitan's CMBS origination process, Fairwater OP has caused to be transmitted to Clarendon Metropolitan a rate lock deposit in the amount of $2,400,000 (Two Million Four Hundred Thousand Dollars), representing 1.00% of the proposed $240,000,000 loan amount. Enclosed herewith is the wire transfer confirmation evidencing the t
5. Borrower Entity Information Medium
⚑ Notice / time limit to track
5. Borrower Entity Information Set forth below is a summary of the organizational and financial information for Fairwater REIT, Fairwater OP, and the SPE Borrowers, as well as other relevant entity information pertaining to the Proposed Loan. Fairwater Real Estate Investment Trust (Carve-Out Guarantor) Entity Type: Maryland real estate investment trust Employer Identification Number (EIN): 52-2847193 Maryland SDAT En
6. List of Enclosures
6. List of Enclosures The following materials are enclosed with this application for Clarendon Metropolitan's review. Each set of enclosed materials is organized and tabbed in the order set forth below: A. Loan Application Form
1. Completed Clarendon Metropolitan CMBS Loan Application form, executed by Naomi T. Sinc
1. Completed Clarendon Metropolitan CMBS Loan Application form, executed by Naomi T. Sinclair, CFO, on behalf of Fairwater OP. B. Rate Lock Deposit
2. Wire transfer confirmation for the $2,400,000 rate lock deposit (reference number CL-C
2. Wire transfer confirmation for the $2,400,000 rate lock deposit (reference number CL-CMBS-2025-09-0347).
3. Fully executed Rate Lock Deposit Side Letter Agreement between Fairwater Operating Par
3. Fully executed Rate Lock Deposit Side Letter Agreement between Fairwater Operating Partnership, L.P. and Clarendon Metropolitan Insurance Company. C. Organizational Documents for SPE Borrowers
4. Certificates of Formation for each of Fairwater Sun Belt I LLC through Fairwater Sun B
4. Certificates of Formation for each of Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (14 certificates), as filed with the Delaware Secretary of State.
5. Current Operating Agreements for each of the 14 SPE LLCs (to be amended and restated p
5. Current Operating Agreements for each of the 14 SPE LLCs (to be amended and restated prior to closing to incorporate CMBS SPE covenants as required by the Lender).
6. Certificates of Good Standing from the Delaware Secretary of State for each of the 14 Medium
⚑ Notice / time limit to track
6. Certificates of Good Standing from the Delaware Secretary of State for each of the 14 SPE LLCs (each dated within 30 days of this application).
7. Foreign qualification certificates for each SPE Borrower in its respective property st
7. Foreign qualification certificates for each SPE Borrower in its respective property state, as follows: (a) Texas: Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, and Fairwater Sun Belt V LLC; (b) Georgia: Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, and Fairwater Sun Belt VIII LLC; (c) Florida: Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC
8. Declaration of Trust of Fairwater Real Estate Investment Trust, as amended, filed with
8. Declaration of Trust of Fairwater Real Estate Investment Trust, as amended, filed with the Maryland State Department of Assessments and Taxation.
9. Bylaws of Fairwater Real Estate Investment Trust, as amended and restated.
9. Bylaws of Fairwater Real Estate Investment Trust, as amended and restated.
10. Certificate of Good Standing for Fairwater Real Estate Investment Trust issued by the
10. Certificate of Good Standing for Fairwater Real Estate Investment Trust issued by the Maryland State Department of Assessments and Taxation (SDAT Entity ID D19483726).
11. Certificate of Limited Partnership for Fairwater Operating Partnership, L.P., as file
11. Certificate of Limited Partnership for Fairwater Operating Partnership, L.P., as filed with the Delaware Secretary of State.
12. Third Amended and Restated Agreement of Limited Partnership of Fairwater Operating Pa
12. Third Amended and Restated Agreement of Limited Partnership of Fairwater Operating Partnership, L.P.
13. Certificate of Good Standing for Fairwater Operating Partnership, L.P. from the Delaw
13. Certificate of Good Standing for Fairwater Operating Partnership, L.P. from the Delaware Secretary of State. E. Board Authorization
14. Certified copy of Resolutions of the Board of Trustees of Fairwater Real Estate Inves
14. Certified copy of Resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust, adopted at a duly convened meeting held on September 8, 2025, authorizing the execution and delivery of loan documents in connection with the permanent financing of the Sun Belt Portfolio. F. Property Information Packages (for each of the 14 properties)
15. Property summary and description (including location, site area, unit mix, amenities,
15. Property summary and description (including location, site area, unit mix, amenities, and competitive positioning) for each of the 14 properties.
16. Current rent rolls for each of the 14 properties (as of August 31, 2025).
16. Current rent rolls for each of the 14 properties (as of August 31, 2025).
17. Trailing-twelve-month operating statements for each of the 14 properties (covering th
17. Trailing-twelve-month operating statements for each of the 14 properties (covering the period July 2024 through June 2025).
18. Year-to-date operating statements for each of the 14 properties (covering the period
18. Year-to-date operating statements for each of the 14 properties (covering the period January 2025 through August 2025).
19. Capital expenditure history (covering the three most recent fiscal years) and project
19. Capital expenditure history (covering the three most recent fiscal years) and projected capital expenditure budgets for each of the 14 properties.
20. Market-area demographic reports and comparable property data for each submarket in wh
20. Market-area demographic reports and comparable property data for each submarket in which the properties are located. G. Appraisals.
21. Note: Independent MAI appraisals are currently being prepared by Thornfield Appraisal
21. Note: Independent MAI appraisals are currently being prepared by Thornfield Appraisal Group LLC (3100 Cumberland Boulevard, Suite 600, Atlanta, Georgia 30339) for each of the 14 properties comprising the Sun Belt Portfolio. The appraisals are expected to be completed and delivered to Clarendon Metropolitan under separate cover in October 2025. Each appraisal will be addressed to Clarendon Metropolitan Insurance C
22. Audited consolidated financial statements of Fairwater Real Estate Investment Trust f
22. Audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal year ended December 31, 2024, together with the report of independent auditors (Whitmore Hargrove & Co., P.C.).
23. Audited consolidated financial statements of Fairwater Real Estate Investment Trust f
23. Audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal year ended December 31, 2023, together with the report of independent auditors (Whitmore Hargrove & Co., P.C.).
24. Audited consolidated financial statements of Fairwater Real Estate Investment Trust f
24. Audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal year ended December 31, 2022, together with the report of independent auditors (Whitmore Hargrove & Co., P.C.).
25. Unaudited quarterly financial statements of Fairwater Real Estate Investment Trust fo
25. Unaudited quarterly financial statements of Fairwater Real Estate Investment Trust for the fiscal quarter ended March 31, 2025 (Q1 2025).
26. Unaudited quarterly financial statements of Fairwater Real Estate Investment Trust fo
26. Unaudited quarterly financial statements of Fairwater Real Estate Investment Trust for the fiscal quarter ended June 30, 2025 (Q2 2025).
27. Consolidated schedule of real estate assets and indebtedness of Fairwater Real Estate
27. Consolidated schedule of real estate assets and indebtedness of Fairwater Real Estate Investment Trust (as of June 30, 2025).
28. Pro forma title commitments issued by Marlowe Asset Management Title Insurance Group,
28. Pro forma title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. (901 Main Street, Suite 1100, Dallas, Texas 75202) for each of the 14 properties. Note: Final lender's title insurance policies, including all CMBS endorsements required by the Lender, will be issued and delivered at closing.
29. Existing ALTA/NSPS land title surveys for each of the 14 properties, obtained in conn
29. Existing ALTA/NSPS land title surveys for each of the 14 properties, obtained in connection with the acquisition on June 30, 2025. Note: Updated surveys are being ordered from the original surveying firms and will be delivered to the Lender and its counsel prior to closing. J. Environmental Reports
30. Phase I Environmental Site Assessment reports for each of the 14 properties, prepared
30. Phase I Environmental Site Assessment reports for each of the 14 properties, prepared in connection with Fairwater's acquisition of the Sun Belt Portfolio. Note: If the Lender requires updated Phase I reports or supplemental environmental assessments, Fairwater will promptly arrange for the preparation and delivery of such reports. K. Insurance Information
31. Current certificates of property and casualty insurance for the Sun Belt Portfolio, e
31. Current certificates of property and casualty insurance for the Sun Belt Portfolio, evidencing coverage in force for all 14 properties.
32. Schedule of insurance coverage, including policy limits, deductibles, named insureds,
32. Schedule of insurance coverage, including policy limits, deductibles, named insureds, and carrier information for all property, general liability, umbrella, flood, and earthquake (as applicable) policies. L. Property Management
33. Copies of the property management agreements between each SPE Borrower and Fairwater
33. Copies of the property management agreements between each SPE Borrower and Fairwater Residential Management LLC, each effective as of July 1, 2025. M. Existing Indebtedness
34. Summary of the existing $240,000,000 bridge credit facility dated June 30, 2025, with
34. Summary of the existing $240,000,000 bridge credit facility dated June 30, 2025, with Kensington National Bank, N.A. as administrative agent, including the following information: (a) Current outstanding principal: $240,000,000 (no amortization; interest-only structure); (b) Interest rate: SOFR + 500 basis points (current all-in rate of 9.33%); (c) Maturity date: December 31, 2025; (d) Syndicate composition: • Ken
35. Copy of the Bridge Credit Agreement dated June 30, 2025, among the SPE Borrowers, Fai
35. Copy of the Bridge Credit Agreement dated June 30, 2025, among the SPE Borrowers, Fairwater Operating Partnership, L.P. as guarantor, Kensington National Bank, N.A. as administrative agent, and the lenders party thereto. N. Legal Counsel Information
36. Contact information for borrower's counsel:
36. Contact information for borrower's counsel: Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Philip Hartmann, Responsible Partner Lisa Morrow, Lead Associate Matter No. 1036-00001
37. Contact information for borrower's corporate/securities counsel:
37. Contact information for borrower's corporate/securities counsel: Crestline & Alderman LLP One South Street, Suite 2800 Baltimore, Maryland 21202 Patricia S. Keene, Lead Partner
7. Contact Information and Requested Next Steps
7. Contact Information and Requested Next Steps For purposes of all communications relating to this application and the Proposed Loan, the primary contact persons for Fairwater are as follows: Primary Business Contacts: Naomi T. Sinclair Chief Financial Officer Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Rachel S. Donahue Senior Vice President, Capital Mark
1. Confirmation of Receipt. We request that Clarendon Metropolitan confirm receipt of thi
1. Confirmation of Receipt. We request that Clarendon Metropolitan confirm receipt of this application, all accompanying enclosures, and the $2,400,000 rate lock deposit (reference number CL-CMBS-2025-09-0347).
2. Issuance of Commitment Letter. We request that Clarendon Metropolitan proceed with its
2. Issuance of Commitment Letter. We request that Clarendon Metropolitan proceed with its underwriting review and issue a commitment letter for the Proposed Loan as promptly as practicable, targeting a commitment date of October 1, 2025, consistent with the timeline discussed by the parties during the term sheet negotiation process.
3. Target Closing Date. Fairwater desires to proceed expeditiously toward a closing of th
3. Target Closing Date. Fairwater desires to proceed expeditiously toward a closing of the Proposed Loan on or before November 28, 2025, which is approximately thirty-three (33) days in advance of the December 31, 2025 maturity date of the Bridge Facility. Meeting this closing deadline is of significant importance to Fairwater in order to ensure the orderly retirement of the bridge financing and to avoid any potentia
4. CMBS Securitization Diligence. We understand that the Proposed Loan is anticipated to
4. CMBS Securitization Diligence. We understand that the Proposed Loan is anticipated to be included in the CLRN 2025-C14 CMBS securitization vehicle (indicative designation, subject to final pooling and structuring determinations by Clarendon Metropolitan). We request that Clarendon Metropolitan and Ashworth McPhail LLP advise us, at their earliest convenience, of any additional diligence requirements, documentation