Contract analysis

Section 1. Delivery and Authorization. This Certificate is delivered by Buyer to Seller pursuant to Section 9.3(b)(iv) of the Agreement as a condition to Seller's obligation to consummate the Closing. The undersigned, Marcus Devereaux, hereby certifies that he is a duly authorized officer of Fairwater Real Estate Investment Trust, holding the office of Executive Vice President, Acquisitions, and is duly authorized to

Section 2. Bring-Down of Representations and Warranties. Buyer hereby certifies that each of the representations and warranties of Buyer set forth in Article VII of the Agreement is true and correct in all material respects as of the date hereof (the "Closing Date") as though made on and as of the Closing Date, except to the extent any such representation or warranty expressly relates to an earlier date, in which cas

Section 3. Covenants Compliance. Buyer hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer on or before the Closing Date. Without limiting the generality of the foregoing, Buyer specifically certifies that the following covenants and obligations have been duly performed and c

Section 4. No Material Adverse Change. Buyer hereby certifies that, since the date of the Agreement (February 28, 2024), there has been no material adverse change in the financial condition, business, operations, properties, or prospects of Buyer that would reasonably be expected to impair Buyer's ability to perform its obligations under the Agreement or consummate the transactions contemplated thereby. Without limit

Section 5. Knowledge Individuals. For purposes of this Certificate, the terms "knowledge of Buyer" or "Buyer's knowledge" mean the actual knowledge (without independent investigation or inquiry, except as expressly set forth in the Agreement) of the following individuals: (a) Marcus Devereaux, Executive Vice President, Acquisitions; (b) Leah Torrance, Senior Vice President, Asset Management; and (c) David Elgin Park,

Section 6. No Other Agreements. Except as set forth in the Agreement (as amended by the First Amendment and the Second Amendment), the Buyer Closing Documents, the Seller Closing Documents, and the transactions expressly contemplated thereby, there are no side agreements, side letters, understandings, arrangements, or commitments, whether written or oral, between Buyer (or any affiliate of Buyer) and Seller (or any a

Section 7. Survival. This Certificate is delivered subject to the survival limitations set forth in Article XII of the Agreement. Without limiting the generality of the foregoing, the representations and warranties of Buyer set forth in Article VII of the Agreement and as brought down in Section 2 of this Certificate shall survive the Closing for a period of eighteen (18) months following the Closing Date (i.e., thro

Section 8. Limitations and Qualifications. This Certificate is made solely for the benefit of Seller (and its successors and permitted assigns) and may be relied upon by Seller solely in connection with the Agreement and the transactions contemplated thereby. This Certificate is not intended to, and shall not, confer any rights or remedies upon any person or entity other than Seller, and no third party shall be entit

Section 9. Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction, consistent with the governing law provisions of Section 14.9 of the Agreement. [Signature Page Follows] [SIGNATURE PAGE TO BUYER'S CLOSING CERTIFICATE] IN WITNESS WHERE