Contract analysis

I. Introduction and Purpose of This Letter This firm represents Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland-organized, publicly traded real estate investment trust (NYSE: FWTR), headquartered at 1400 Waverly Park Drive, Suite 600, Bethesda, MD 20814. We write to you in your capacity as Senior Claims Counsel for Meridian Title Underwriters, Inc. ("Meridian") to formally tender the defen

II. The Insured Property and the Policy Fairwater acquired the Property on October 7, 2016, from Sunbelt Distribution Centers, Inc., a Florida corporation, by Special Warranty Deed recorded in Official Records Book 6312, Page 0974, of the Public Records of Seminole County, Florida. The total purchase price was Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00). The Property consists of approximately

III. Background — The Cross-Parcel Easement and the 2014 Replat To provide Meridian with a full understanding of the factual predicate for this tender, the following is a summary of the history of the Cross-Parcel Easement and the subsequent replat that Fairwater contends extinguished it. A. Creation of the Cross-Parcel Easement (1998) The Cross-Parcel Easement was originally created by express grant contained in a S

IV. The Declaratory Judgment Action On July 19, 2021, Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company managed by Hector J. Vilanova and with its principal office at 920 Altamonte Drive, Suite 210, Altamonte Springs, FL 32701, filed a Complaint for Declaratory Judgment in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. The action has been

V. Fairwater's Answer and Defenses On August 30, 2021, Fairwater, through this firm and Florida local counsel Brenda Hargrove, Esq. (Florida Bar No. 0987214) of Hargrove & Liddell, P.A., 501 East Church Street, Suite 300, Orlando, FL 32801, filed its Answer and Affirmative Defenses in the pending action. A copy of the Answer and Affirmative Defenses is enclosed herewith as Enclosure B. In the Answer, Fairwater denies

VI. Basis for Tender — Coverage Under the Policy Fairwater's tender of defense rests on the clear and unambiguous terms of the Policy and the well-settled law governing an insurer's duty to defend and indemnify under an owner's title insurance policy. The following sets forth the basis for coverage. A. The Action Challenges Title to the Insured Property The Ridgemark declaratory judgment action directly challenges Fa

VII. Demands Upon Meridian A. Assumption of Defense Fairwater hereby demands that Meridian immediately assume the defense of Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. This demand encompasses the full scope of Meridian's duty to defend under the Policy, includin

VIII. Request for Prompt Response Given the pending litigation deadlines and the magnitude of the exposure at issue, Fairwater respectfully requests that Meridian respond to this tender promptly. Specifically, Fairwater requests:

1. That Meridian acknowledge receipt of this tender of defense in writing within ten (10) business days of the date of this letter — that is, no later than August 20, 2021;

2. That Meridian provide a formal coverage determination, accepting or denying the tender of defense and indemnification, within thirty (30) calendar days of the date of this letter — that is, no later than September 5, 2021; and

3. That in the event Meridian requires additional information or documentation to complete its coverage evaluation, Meridian identify such requirements promptly so that Fairwater can respond in a timely manner. All correspondence regarding this tender, the coverage determination, and the underlying claim should be directed to: Francesca Morano, Esq. Calderwood & Harkness LLP 1725 K Street NW, Suite 1100 Washington, D

IX. Enclosures The following documents are enclosed herewith for Meridian's review: Enclosure A: Complaint for Declaratory Judgment, Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida (filed July 19, 2021) Enclosure B: Answer and Affirmative Defenses of Defendant Fairwater Real