Contract analysis

1. Organization and Good Standing. Fairwater Real Estate Investment Trust is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. The Trust's Declaration of Trust was originally filed with the State Department of Assessments and Taxation of Maryland on June 19, 2003, and, as amended from time to time, remains in full force and effect as of the

2. Board of Trustees Resolutions — Authorization. At a duly called and convened meeting of the Board of Trustees of Fairwater Real Estate Investment Trust held on February 22, 2024 (the "Board Meeting"), at which a quorum of the members of the Board of Trustees was present and acting throughout the duration of the meeting in accordance with the Declaration of Trust and the Bylaws, the Board of Trustees duly adopted t

3. No Further Approvals Required. No further approval, consent, authorization, or other action by the Board of Trustees, any committee thereof (including, without limitation, the Executive Committee, the Audit Committee, or the Investment Committee of the Board of Trustees), or any holder of beneficial interests in the Trust is required in connection with the execution, delivery, and performance by the Trust of the A

4. Bylaws. Attached hereto as Exhibit C is a true, correct, and complete copy of the Amended and Restated Bylaws of Fairwater Real Estate Investment Trust (the "Bylaws"), as currently in effect. The Bylaws have not been further amended, modified, supplemented, or restated since the date of the Resolutions (February 22, 2024), and no action has been taken by the Board of Trustees or any committee thereof to amend, mod

5. Incumbency of Authorized Signatories. The following persons are, as of the date hereof, the duly elected or appointed officers of Fairwater Real Estate Investment Trust, holding the respective offices set forth opposite their names below, and the signatures set forth opposite their respective names are their true and genuine signatures. Each such person is authorized to execute and deliver documents, instruments,

6. Knowledge Individuals. For purposes of the Agreement, including, without limitation, any representations, warranties, covenants, or agreements of Buyer that are qualified by the phrase "to Buyer's knowledge" or words of similar import, the "Buyer's Knowledge Individuals" are the following persons: (a) Marcus Devereaux, Executive Vice President, Acquisitions; (b) Leah Torrance, Senior Vice President, Asset Manageme

7. No Conflicts; No Defaults. The execution, delivery, and performance by the Trust of the Agreement and the ancillary documents contemplated thereby, and the consummation of the Transaction and the other transactions contemplated by the Agreement, do not and will not: (a) violate or conflict with the Declaration of Trust or the Bylaws of the Trust; (b) violate, contravene, or conflict with any order, judgment, injun

8. Representations in PSA. The certifications contained in this Certificate are made in support of Buyer's Closing Certificate delivered simultaneously herewith pursuant to Section 8.2(c) of the Agreement and are intended solely for the benefit of Seller and its successors and assigns, as and to the extent provided in the Agreement. Nothing in this Certificate is intended to, nor shall it be construed to, expand, mod