Contract analysis

1. Rents from Real Property (IRC § 856(d)). Rents received by Fairwater from Fairwater Southgate TRS, Inc. under intercompany leases of real property assets within the Southgate Portfolio will constitute "rents from real property" within the meaning of Internal Revenue Code § 856(d), provided that such rents are determined at arm's-length rates consistent with the requirements of IRC § 856(d)(7)(B). The intercompany

2. TRS Asset Test and 75%/25% Asset Tests (IRC § 856(c)(4)). The formation and capitalization of Fairwater Southgate TRS, Inc. will not cause Fairwater to fail the 20% TRS asset test under IRC § 856(c)(4)(B)(ii) or the 75% real estate asset test or 25% other asset test under IRC § 856(c)(4)(A) and (B)(i). The ruling request includes detailed pro forma asset calculations demonstrating compliance with each of the quart

3. Tenant Improvement Allowances (IRC § 856(d)(7)(C)(i)). Certain tenant improvement allowances to be funded by Fairwater for the benefit of third-party retail tenants occupying commercial space within the Southgate Portfolio will not be treated as "impermissible tenant service income" within the meaning of IRC § 856(d)(7)(C)(i). The ruling request addresses the characterization of these tenant improvement allowances

1. Private letter ruling request (including all exhibits and appendices), original and one copy, totaling approximately 147 pages;

2. IRS user fee transmittal letter addressed to the IRS National Office, Associate Chief Counsel (Income Tax & Accounting), enclosing check no. 00471826 in the amount of $38,000.00, drawn on Ridgeline National Bank, N.A., payable to the order of the United States Treasury;

3. Check no. 00471826 in the amount of $38,000.00, drawn on Ridgeline National Bank, N.A., payable to the order of the United States Treasury (Category 2 user fee under Rev. Proc. 2025-1, Appendix A);

4. Form 2848 — Power of Attorney and Declaration of Representative (this document), original and one copy;

5. Supporting exhibits, including: (a) Pro forma asset test calculations as of projected closing date and subsequent quarterly testing dates; (b) Draft intercompany lease agreements between Fairwater and Fairwater Southgate TRS, Inc.; (c) Independent appraisal report prepared by Meridian Valuation Services, LLC, dated August 30, 2025, regarding fair market values of the Southgate Portfolio assets; (d) Board of Truste