Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Allocated Loan Amount" means, with respect to each Individual Property, the portion of the Loan allocated to such Individual Property, as set forth on Schedule 1.1(a) attached hereto. The Allocated Loan Amount for each Individual Property has been determined based on the ratio of such Individual Property

Section 1.2 — Rules of Interpretation (a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be to Articles, Sections, Exhibits, and Schedules of or to this Agreement unless otherwise specified. All Exhibits and Schedules attached hereto are incorporated herein by this reference and made a part of this Agreement. (b) The use of the singular shall include the plural, and the

Section 1.3 — Exhibits and Schedules The following Exhibits and Schedules are attached hereto and incorporated herein by this reference: Schedules: • Schedule 1.1(a): Allocated Loan Amounts — setting forth for each of the fourteen (14) Individual Properties the name of the applicable Co-Borrower, the property name, the city and state, the Appraised Value, and the Allocated Loan Amount. • Schedule 1.1(b): Property Des

Section 2.1 — Loan; Note; Disbursement (a) The Loan. Subject to and upon the terms and conditions set forth in this Agreement, Lender agrees to lend to the Co-Borrowers, and the Co-Borrowers, jointly and severally, agree to borrow from Lender, the principal sum of Two Hundred Forty Million and No/100 Dollars ($240,000,000.00) (the "Loan"). (b) The Note. The Loan shall be evidenced by the Note, which shall be executed

Section 2.2 — Interest Rate The Loan shall bear interest on the outstanding principal balance thereof at a fixed rate of six and one-quarter percent (6.25%) per annum (the "Interest Rate"). Interest shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each (the "30/360 day count basis"). Interest on the Loan shall accrue from and including the C

Section 2.3 — Payments of Principal and Interest

Section 2.3(a) — Monthly Debt Service Payments. Commencing on the first Monthly Payment Date following the Closing Date and continuing on each Monthly Payment Date thereafter through and including the Monthly Payment Date immediately preceding the Maturity Date, the Co-Borrowers shall pay to Lender monthly installments of principal and interest (each, a "Monthly Debt Service Payment"), based on a thirty (30) year amo

Section 2.3(b) — Maturity Date Payment. On the Maturity Date, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other amounts then due and payable under the Note and the other Loan Documents, shall be due and payable in full (the "Balloon Payment"). The Co-Borrowers acknowledge that the Loan is not fully amortizing and that a substantial Balloon Paymen

Section 2.3(c) — Late Payment Charge. If any Monthly Debt Service Payment or any other amount payable under this Agreement or the Note is not received by Lender within five (5) days after the date on which such payment is due (without regard to any notice or cure period), the Co-Borrowers shall pay to Lender, in addition to such overdue amount, a late charge equal to five percent (5%) of the amount of such overdue pa

Section 2.3(d) — Default Interest. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal balance of the Loan shall bear interest at the Default Rate (i.e., the Interest Rate plus five hundred (500) basis points, or 11.25% per annum). Default interest shall accrue without notice from the date of the Event of Default and shall be payable on demand by Lender. The imposition of

Section 2.3(e) — Application of Payments. Except as otherwise provided herein or in the Note, all payments received by Lender under the Loan Documents shall be applied in the following order of priority: first, to accrued and unpaid interest on the outstanding principal balance of the Loan; second, to reduction of the outstanding principal balance of the Loan; and third, to any other amounts due and payable under the

Section 2.4(a) — Lockout Period. No voluntary prepayment of the outstanding principal balance of the Loan, in whole or in part, shall be permitted during the Lockout Period (i.e., the twenty-four (24) month period commencing on the Closing Date and ending on the date that is twenty-four (24) months after the Closing Date, anticipated to be approximately November 2027). Any voluntary prepayment of principal made or at

Section 2.4(b) — Defeasance. After the expiration of the Lockout Period and until the date that is ninety (90) days prior to the Maturity Date, the Co-Borrowers may obtain a release of any or all of the Individual Properties from the liens of the Mortgages and the other Loan Documents by defeasing the Loan, in whole or in part, in accordance with the procedures set forth in Section 2.5. Defeasance shall be the sole m

Section 2.4(c) — Open Period Prepayment. During the ninety (90) day period immediately preceding the Maturity Date (the "Open Period"), the Co-Borrowers may prepay the Loan in whole, but not in part, without the payment of any Prepayment Premium or the requirement to defease the Loan, upon not less than thirty (30) days' prior written notice to Lender specifying the intended prepayment date. Any such prepayment durin

Section 2.4(d) — Prepayment Premium. If any prepayment of the outstanding principal balance of the Loan (or any portion thereof) is made in violation of the Lockout Period set forth in Section 2.4(a), whether voluntary or involuntary (including as a result of acceleration following an Event of Default, casualty, or condemnation), the Co-Borrowers shall pay to Lender, in addition to the amount of such prepayment, a pr

Section 2.4(e) — Involuntary Prepayment. Any prepayment of the outstanding principal balance of the Loan resulting from the application of casualty insurance proceeds or condemnation awards to reduce the outstanding principal balance (rather than to restore the affected Individual Property), or resulting from acceleration of the Loan following an Event of Default, shall be subject to the Prepayment Premium if such pr

Section 2.5 — Defeasance Procedures

Section 2.5(a) — Notice and Documentation. The Co-Borrowers shall provide to Lender not less than thirty (30) days' prior written notice of the Co-Borrowers' intention to defease the Loan (or any portion thereof). Such notice shall specify (i) the Individual Property or Properties to be released from the liens of the Loan Documents, (ii) the proposed defeasance date, and (iii) the anticipated amount of Defeasance Col

Section 2.5(b) — Successor Borrower. In connection with any defeasance (whether in whole or in part), the Co-Borrowers shall cause a newly formed single-purpose Delaware limited liability company (a "Qualified Substitute") to assume the obligations of the applicable Co-Borrower(s) with respect to the defeased portion of the Loan and to hold the Defeasance Collateral for the benefit of Lender (or the CMBS Trust, if ap

Section 2.5(c) — Costs. All costs and expenses incurred in connection with any defeasance shall be borne solely by the Co-Borrowers, including, without limitation: (i) fees and expenses of Lender's counsel (Ashworth McPhail LLP or successor counsel); (ii) fees of the independent accounting firm or other qualified firm providing the sufficiency certification; (iii) rating agency fees, if applicable; (iv) recording fee

Section 2.6(a) — Lockbox Accounts. On or prior to the Closing Date, the Co-Borrowers shall establish and maintain lockbox accounts (the "Lockbox Accounts") at a Cash Management Bank approved by Lender, in accordance with the Cash Management Agreement. All Rents and other revenues derived from the fourteen (14) Individual Properties shall be deposited into the Lockbox Accounts. The Co-Borrowers shall direct all tenant

Section 2.6(b) — Springing Cash Management. The cash management provisions of this Section 2.6 shall operate on a "springing" basis. Lender's control over the Lockbox Accounts and the application of funds deposited therein shall be activated only upon the occurrence of a Cash Management Period. During periods when no Cash Management Period is in effect, the Co-Borrowers shall have the right to access and direct disbu

Section 2.6(c) — Cash Management Trigger Events. A "Cash Management Trigger Event" shall be deemed to have occurred upon the occurrence of any of the following: (i) An Event of Default under any Loan Document; (ii) The DSCR for the Portfolio falling below 1.15x for two (2) consecutive calendar quarters, as determined based on trailing-twelve-month Net Operating Income; or (iii) The occurrence of a bankruptcy, insolve

Section 2.6(d) — Application of Funds During Cash Management Period. During any Cash Management Period, all funds deposited in the Lockbox Accounts shall be applied by Lender (or the Cash Management Bank at Lender's direction) in the following order of priority (the "Waterfall"):

1. First, to the payment of the Monthly Debt Service Payment due under the Note;

2. Second, to the funding of deposits into the Tax Reserve in accordance with Section 6.1;

3. Third, to the funding of deposits into the Insurance Reserve in accordance with Section 6.2;

4. Fourth, to the funding of deposits into the Capital Expenditure Reserve in accordance with Section 6.3;

5. Fifth, to the payment of approved operating expenses for each Individual Property in accordance with the Approved Annual Budget then in effect; and

6. Sixth, any remaining amounts shall be held by Lender (or the Cash Management Bank at Lender's direction) in a segregated account as additional collateral for the Loan (the "Excess Cash Reserve"), pending the termination of the Cash Management Period.

Section 2.6(e) — Release of Excess Cash. During periods when no Cash Management Period is in effect, excess cash (i.e., amounts remaining in the Lockbox Accounts after payment of Monthly Debt Service, Reserve deposits, and approved operating expenses) shall be released to the Co-Borrowers on a monthly basis. The Co-Borrowers acknowledge that such excess cash may be distributed by the Co-Borrowers to the Operating Par

Section 2.7 — Non-Recourse; Carve-Outs

Section 2.7(a) — Non-Recourse Loan. Notwithstanding anything to the contrary contained in this Agreement, the Note, or any other Loan Document, Lender shall look solely to the Collateral (including the Individual Properties, the Rents, the Reserves, and all other collateral pledged under the Loan Documents) for the repayment of the Loan and the satisfaction of all obligations of the Co-Borrowers under the Loan Docume

Section 2.7(b) — Carve-Out Liability. The Guarantor has executed and delivered to Lender the Guaranty, dated as of the Closing Date, pursuant to which the Guarantor has guaranteed certain obligations of the Co-Borrowers arising in connection with Non-Recourse Carve-Out Events. The personal liability of the Guarantor under the Guaranty is limited to actual losses, damages, costs, and expenses (including reasonable att

Section 2.7(c) — Borrower's Position on Carve-Out Scope. The scope of the Non-Recourse Carve-Out Events set forth in this Section 2.7(b) and in the Guaranty reflects the Co-Borrowers' negotiated position, consistent with the marked-up term sheet dated August 25, 2025 exchanged between the parties. In particular, the Co-Borrowers' draft incorporates the following positions: (I) the waste carve-out is limited to intent

ARTICLE III — CONDITIONS PRECEDENT

Section 3.1 — Conditions Precedent to Closing The obligation of Lender to fund the Loan on the Closing Date is subject to the satisfaction (or written waiver by Lender, in its sole discretion) of each of the following conditions precedent:

Section 3.1(a) — Loan Documents. Lender shall have received duly executed originals (or certified copies, as applicable) of all Loan Documents, including this Agreement, the Note, the Guaranty, the Environmental Indemnity, each of the fourteen (14) Mortgages (in form appropriate for recording in the applicable state and county), each of the fourteen (14) Assignments of Leases and Rents, and the Cash Management Agreem

Section 3.1(b) — Organizational Documents. Lender shall have received the following organizational documents: (i) With respect to each Co-Borrower: (A) a certified copy of the Certificate of Formation of such Co-Borrower as filed with the Secretary of State of the State of Delaware; (B) a certified copy of the Amended and Restated Limited Liability Company Agreement of such Co-Borrower, incorporating SPE covenants an

Section 3.1(c) — Board Resolutions. Lender shall have received a certified copy of resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust adopted on September 8, 2025 (or such later date as the Board may have acted), authorizing the execution, delivery, and performance of the permanent financing contemplated hereby, including the execution of the Guaranty and the Environmental Indemnity. Lende

Section 3.1(d) — Legal Opinions. Lender shall have received the following legal opinions: (i) An opinion of Calderwood & Harkness LLP, counsel to the Co-Borrowers, in form and substance satisfactory to Lender and Lender's counsel, covering: (A) the due organization and valid existence of each Co-Borrower, the Operating Partnership, and the Guarantor; (B) the good standing of each such entity in its respective jurisdi