1036-00001 · Banking & Finance practice group · Bridge Loan Analysis

draft-payoff-request-letter.docx DOCUMENT Finance & Banking

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DRAFT — Prepared by Calderwood & Harkness LLP for Client Signature

FAIRWATER OPERATING PARTNERSHIP, L.P. 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044

____, 2025

Kensington National Bank, National Association, as Administrative Agent 600 Lexington Avenue New York, New York 10022

Attention: Thomas J. Pagano, Managing Director, Real Estate Finance

With a copy to:

Halcourt Briggs & Devlin LLP 1221 Avenue of the Americas New York, New York 10020

Attention: Kenneth R. Delacroix

Re: Request for Payoff Statement — Senior Secured Bridge Credit Facility dated June 30, 2025 (the "Bridge Credit Agreement") among Fairwater Operating Partnership, L.P., as Borrower, Fairwater Real Estate Investment Trust, as Guarantor, Kensington National Bank, N.A., as Administrative Agent, and the Lenders party thereto; Original Principal Amount: $240,000,000

Dear Mr. Pagano:

1. Introductory Paragraph / Reference to Credit Agreement

Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Borrower"), hereby writes in connection with that certain Senior Secured Bridge Credit Agreement, dated as of June 30, 2025 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among (i) Fairwater Operating Partnership, L.P., as Borrower, (ii) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Guarantor" or "REIT"), as Guarantor, (iii) Kensington National Bank, National Association ("Kensington National Bank" or the "Administrative Agent"), as Administrative Agent for the Lenders, and (iv) the Lenders party thereto from time to time, being Kensington National Bank, N.A., Pinnacle Trust Company, Greystone Commerce Bank, and Redfield Capital Markets, LLC (collectively, the "Lenders"). The Credit Agreement provides for a senior secured bridge credit facility in an original aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000) (the "Bridge Facility").

This letter constitutes a formal request by the Borrower for a payoff statement with respect to all outstanding Obligations under the Credit Agreement, pursuant to the applicable provisions thereof, including the Administrative Agent's obligations to provide payoff and release information upon request by the Borrower. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

2. Statement of Intent to Repay / Anticipated Payoff Date

The Borrower hereby notifies the Administrative Agent that the Borrower intends to repay in full all outstanding Obligations under the Credit Agreement on or about November 28, 2025 (the "Anticipated Payoff Date"). The source of funds for such repayment will be the proceeds of permanent mortgage financing being provided by Clarendon Metropolitan Insurance Company in the form of a CMBS conduit mortgage loan (the "Permanent Financing"), which permanent loan is expected to close simultaneously with the payoff and discharge of the Bridge Facility.

This letter shall also serve as formal notice of the Borrower's intention to prepay the entire outstanding principal balance of the Loans under the Credit Agreement, together with all accrued and unpaid interest, fees, expenses, and all other Obligations, in full on the Anticipated Payoff Date, in accordance with the prepayment provisions of the Credit Agreement. The Borrower acknowledges that the Credit Agreement requires not less than five (5) Business Days' prior written notice of any voluntary prepayment in full, and the Borrower intends to deliver confirmatory notice of the prepayment in compliance with such requirement as the Anticipated Payoff Date approaches. Notwithstanding the foregoing, the Borrower expressly reserves the right to modify the Anticipated Payoff Date upon reasonable advance written notice to the Administrative Agent, and nothing in this letter shall be deemed to constitute an irrevocable commitment by the Borrower to prepay on any particular date.

3. Request for Payoff Statement

The Borrower hereby requests that the Administrative Agent deliver to the Borrower, with a copy to Calderwood & Harkness LLP, counsel to the Borrower (425 Park Avenue, New York, New York 10022, Attention: Philip Hartmann and Lisa Morrow), a written payoff statement (the "Payoff Statement") setting forth, as of the Anticipated Payoff Date of November 28, 2025, each of the following amounts:

(a) Outstanding Principal Balance

The current outstanding principal balance of all Loans under the Credit Agreement. As of the date hereof, the Borrower's records reflect that the aggregate outstanding principal balance is Two Hundred Forty Million Dollars ($240,000,000), the Bridge Facility being a non-amortizing, interest-only facility with no scheduled principal amortization prior to maturity. The Borrower requests that the Administrative Agent confirm the outstanding principal balance as of the Anticipated Payoff Date.

(b) Accrued and Unpaid Interest

All accrued and unpaid interest on the outstanding principal balance through and including the Anticipated Payoff Date, calculated at the applicable contract rate under the Credit Agreement. Pursuant to the Credit Agreement, the applicable interest rate is equal to the 30-day Term SOFR Rate plus a spread of five hundred (500) basis points (5.00%) per annum. Based on the assumed 30-day Term SOFR Rate of approximately 4.33% as of August 11, 2025, the current all-in interest rate is approximately 9.33% per annum; however, the Borrower recognizes that the applicable SOFR rate may differ as of the interest period in effect on the Anticipated Payoff Date. The Borrower requests that the Payoff Statement reflect the applicable Term SOFR Rate as determined for the interest period in effect on November 28, 2025, and that the Administrative Agent specify the applicable SOFR determination date, the SOFR Index Rate, and the resulting all-in contract rate used to calculate accrued and unpaid interest.

A per diem interest figure for each day after the Anticipated Payoff Date of November 28, 2025, in the event that the actual date on which the Payoff Amount (as defined below) is remitted in immediately available funds differs from the Anticipated Payoff Date, calculated at the applicable contract rate under the Credit Agreement. For illustrative purposes, based on an outstanding principal balance of $240,000,000 and an indicative all-in interest rate of 9.33% per annum, the estimated per diem interest amount is approximately Sixty-Two Thousand Two Hundred Dollars ($62,200) per day (calculated as $240,000,000 × 9.33% = $22,392,000 per annum ÷ 360 = $62,200 per diem), subject to the actual Term SOFR Rate determination as of the applicable interest period. The Borrower requests that the Administrative Agent confirm the exact per diem amount and the applicable day count convention (whether 30/360 or Actual/360) used in the calculation thereof, consistent with the terms of the Credit Agreement.

(d) Exit Fee

The amount, if any, of the exit fee payable under the Credit Agreement in connection with the repayment and discharge of the Bridge Facility. The Borrower acknowledges that the Credit Agreement provides for an exit fee equal to fifty (50) basis points (0.50%) of the outstanding principal balance of the Loans at the time of repayment. Based on the current outstanding principal balance of $240,000,000, the exit fee, if applicable, would be One Million Two Hundred Thousand Dollars ($1,200,000) (i.e., $240,000,000 × 0.50% = $1,200,000).

However, the Borrower respectfully directs the Administrative Agent's attention to the exit fee waiver provision contained in the Credit Agreement, which provides that the exit fee shall be waived in full in the event that the Bridge Facility is repaid in full from the proceeds of permanent CMBS financing within nine (9) months of the closing date of the Bridge Facility. The closing date of the Bridge Facility was June 30, 2025. Accordingly, the nine-month waiver period expires on March 31, 2026. The Anticipated Payoff Date of November 28, 2025 falls well within the nine-month waiver period, and the repayment will be made from the proceeds of permanent CMBS financing provided by Clarendon Metropolitan Insurance Company. The Borrower therefore believes that the conditions for the exit fee waiver have been or will be fully satisfied as of the Anticipated Payoff Date.

The Borrower hereby requests that the Administrative Agent expressly confirm that (i) the exit fee waiver provision is applicable in connection with the contemplated repayment, (ii) the exit fee will be waived in full, and (iii) no exit fee will be included in the Payoff Statement or the Payoff Amount. To the extent that the Administrative Agent or any Lender takes a different position with respect to the applicability of the exit fee waiver, the Borrower requests prompt written notice thereof so that the parties may address any disagreement in advance of the Anticipated Payoff Date.

(e) Other Fees, Costs, and Expenses

Any and all other fees, costs, expenses, or other amounts owing by the Borrower or the Guarantor under the Credit Agreement or any other Loan Document as of the Anticipated Payoff Date, including without limitation:

(i) any unpaid administrative agent fees, including any annual agency fees or other periodic fees payable to the Administrative Agent under the Credit Agreement or any separate fee letter;

(ii) any accrued but unpaid expenses of the Administrative Agent or any Lender that are reimbursable under the Credit Agreement or any other Loan Document, including, without limitation, reasonable legal fees and expenses of Halcourt Briggs & Devlin LLP incurred in connection with the Credit Agreement, the preparation of lien release documentation, and the administration of the payoff and discharge process; and

(iii) any other amounts constituting "Obligations" as defined in the Credit Agreement, including any indemnification obligations that are then due and payable, any breakage costs, or any other amounts that would be required to be paid by the Borrower or the Guarantor to achieve a full and complete discharge of all Obligations under the Credit Agreement and the other Loan Documents.

The Borrower requests that each such amount be separately itemized in the Payoff Statement so that the Borrower and its counsel may review and confirm the accuracy of each component.

(f) Aggregate Payoff Amount

The total aggregate amount (the "Payoff Amount") required to be paid by the Borrower to fully satisfy and discharge all Obligations of the Borrower and the Guarantor under the Credit Agreement and each of the other Loan Documents in their entirety, such that upon receipt by the Administrative Agent of the Payoff Amount in immediately available funds, no further Obligations of any nature shall remain outstanding under the Credit Agreement or any other Loan Document.

4. Request for Wire Transfer Instructions

The Borrower requests that the Administrative Agent provide complete wire transfer instructions for remittance of the Payoff Amount, including the following information:

• Name of receiving bank;

• ABA routing number of receiving bank;

• Account name;

• Account number;

• Reference information or other identifying notations to be included with the wire transfer; and

• Any other information reasonably necessary to ensure proper receipt and application of the Payoff Amount.

The Borrower further requests that the Administrative Agent advise whether separate wire transfers are required for distribution to the individual Lenders in the syndicate, or whether a single wire transfer to the Administrative Agent will suffice for the Administrative Agent's subsequent distribution to each Lender in accordance with their respective pro rata shares. The Borrower's records reflect the following Lender commitments and pro rata shares under the Credit Agreement:

In the event that separate wires are required to be sent to individual Lenders, the Borrower requests wire transfer instructions for each Lender's designated account. The Borrower anticipates that the Payoff Amount will be funded directly from the escrow or closing account maintained in connection with the Permanent Financing closing, and the Borrower's counsel and the permanent lender's counsel will require finalized wire instructions in advance of the closing date.

5. Request for Confirmation of Lien Release Documents

The Borrower requests that, promptly upon receipt of the Payoff Amount in immediately available funds on the payoff date, the Administrative Agent deliver, or cause to be delivered, to the Borrower or its designee, the following lien release and collateral release documents, duly executed, acknowledged, and in recordable form where applicable:

(a) Mortgage Releases / Satisfactions

Executed and notarized releases, satisfactions, or reconveyances, as applicable, of the mortgages, deeds of trust, and security deeds encumbering each of the fourteen (14) real properties constituting the Sun Belt Portfolio (the "Properties"), in recordable form for each applicable recording jurisdiction, as follows:

Texas (5 Properties):

(i) Ridgewater at Lakeline (Austin, Texas) — release of deed of trust, in form recordable in the applicable Texas county;

(ii) sagebrush Commons (San Antonio, Texas) — release of deed of trust, in form recordable in the applicable Texas county;

(iii) Cypress Bend (Katy, Texas) — release of deed of trust, in form recordable in the applicable Texas county;

(iv) Willowbrook Terrace (Sugar Land, Texas) — release of deed of trust, in form recordable in the applicable Texas county; and

(v) Heritage at Stonebriar (Frisco, Texas) — release of deed of trust, in form recordable in the applicable Texas county.

Georgia (3 Properties):

(vi) Peachtree Crossings (Alpharetta, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county;

(vii) Cumberland Ridge (Smyrna, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county; and

(viii) Sugarloaf Station (Duluth, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county.

Florida (3 Properties):

(ix) Bayshore Landings (Tampa, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county;

(x) Solara at Millenia (Orlando, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county; and

(xi) Riverside Preserve (Jacksonville, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county.

North Carolina (2 Properties):

(xii) Stonewall Flats (Charlotte, North Carolina) — cancellation of deed of trust, in form recordable in the applicable North Carolina county; and

(xiii) Crabtree Pointe (Raleigh, North Carolina) — cancellation of deed of trust, in form recordable in the applicable North Carolina county.

Tennessee (1 Property):

(xiv) Harpeth Valley (Nashville, Tennessee) — release of deed of trust, in form recordable in the applicable Tennessee county.

Each such release, satisfaction, cancellation, or reconveyance instrument shall be in proper form for recording in the land records of the applicable county and state and shall contain legally sufficient property descriptions and recording references to the original recorded security instruments.

(b) UCC-3 Termination Statements

Executed UCC-3 Financing Statement Amendments (Termination) terminating all UCC-1 Financing Statements filed in connection with the Credit Agreement and the other Loan Documents, including without limitation:

(i) UCC-3 termination statements to be filed with the Delaware Secretary of State terminating UCC-1 financing statements covering the pledge of one hundred percent (100%) of the equity interests in each of the fourteen (14) special purpose entity borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC, each a Delaware limited liability company) (collectively, the "SPE Borrowers"); and

(ii) UCC-3 termination statements terminating any fixture filings recorded in the real property records of each applicable county in the States of Texas, Georgia, Florida, North Carolina, and Tennessee in which the Properties are located.

Executed terminations, releases, or reassignments, as applicable, of all collateral assignments of leases and rents (and any related subordination, non-disturbance, and attornment agreements or similar instruments to the extent within the Administrative Agent's control) delivered by or on behalf of the SPE Borrowers in connection with the Credit Agreement for each of the fourteen (14) Properties, in recordable form where applicable.

(d) Releases of Pledged Equity Interests

Release and return to the Borrower (or its designee) of any stock certificates, membership interest certificates, executed transfer powers, blank stock powers, or similar instruments of transfer held by the Administrative Agent (or any collateral agent acting on its behalf) in connection with the pledge of equity interests in the fourteen (14) SPE Borrowers, together with any original executed pledge agreements or such other documents as may be in the Administrative Agent's possession.

(e) Other Collateral Releases

(i) Termination of any collateral assignments of property management agreements between the SPE Borrowers and Fairwater Residential Management LLC (property management agreements effective July 1, 2025) delivered in connection with the Credit Agreement;

(ii) Release and return of any reserve accounts, escrow deposits, or cash collateral held by the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document; and

(iii) Release or termination of any other liens, security interests, assignments, or encumbrances granted by the Borrower, the Guarantor, or any SPE Borrower in favor of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document not specifically described above.

(f) Draft Document Review Request

The Borrower requests that the Administrative Agent and its counsel, Halcourt Briggs & Devlin LLP, circulate draft forms of all release, termination, satisfaction, cancellation, and reconveyance documents described in this Section 5 to the Borrower's counsel, Calderwood & Harkness LLP, for review and comment no later than fifteen (15) Business Days prior to the Anticipated Payoff Date (i.e., on or about November 7, 2025). The Borrower believes that early circulation of draft release documents is essential to allow adequate time for review, negotiation of any required revisions, and coordination of simultaneous execution and delivery of such documents in connection with the closing of the Permanent Financing. As noted above, the permanent lender, Clarendon Metropolitan Insurance Company, and its counsel, Ashworth McPhail LLP, will require delivery of fully executed lien release documents (or irrevocable escrow arrangements for the release thereof) as a condition precedent to the closing of the Permanent Financing and the funding of the permanent loan proceeds.

6. Confirmation of No Default and Covenant Compliance

The Borrower hereby confirms that, to the Borrower's knowledge after reasonable inquiry, as of the date of this letter, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any other Loan Document. The Borrower further represents that, as of the most recent financial covenant testing date, the Borrower is in compliance with the financial covenants set forth in the Credit Agreement, including:

(i) Portfolio Loan-to-Value Ratio (LTV): The portfolio LTV as of the most recent testing date is approximately 62.34%, which is below the covenant maximum of 65.00% as set forth in the Credit Agreement; and

(ii) Portfolio Debt Service Coverage Ratio (DSCR): The portfolio DSCR as of the most recent testing date is approximately 1.169x, which exceeds the covenant minimum of 1.10x as set forth in the Credit Agreement.

The Borrower anticipates that it will deliver a final Compliance Certificate as of the payoff date, in accordance with the requirements of the Credit Agreement, at or prior to the closing on the Anticipated Payoff Date.

7. Request for Payoff Letter

The Borrower requests that the Payoff Statement be prepared and delivered in the form of a formal payoff letter executed by the Administrative Agent (the "Payoff Letter"), which Payoff Letter shall include, at a minimum, the following:

(i) The Payoff Amount and all component amounts thereof, including the outstanding principal balance, accrued and unpaid interest, per diem interest, exit fee (or confirmation of its waiver), and all other fees, costs, expenses, and amounts constituting Obligations;

(ii) Confirmation that, upon receipt by the Administrative Agent of the Payoff Amount in immediately available funds on or before the expiration date of the Payoff Letter (as adjusted for per diem interest, if applicable), all Obligations of the Borrower and the Guarantor under the Credit Agreement and the other Loan Documents shall be fully and finally satisfied, paid, and discharged, and the Lenders and the Administrative Agent shall have no further claims against the Borrower, the Guarantor, or the SPE Borrowers under the Loan Documents (other than any expressly surviving indemnification obligations, if applicable);

(iii) Irrevocable authorization and direction to the Administrative Agent (and its counsel, Halcourt Briggs & Devlin LLP) to execute and deliver, or cause to be executed and delivered, all lien release, collateral release, termination, satisfaction, cancellation, and reconveyance documents described in Section 5 of this letter, promptly upon receipt of the Payoff Amount in immediately available funds;

(iv) Express confirmation of the waiver of the exit fee pursuant to the exit fee waiver provision of the Credit Agreement, as described in Section 3(d) of this letter; and

(v) A statement that the Payoff Letter shall remain effective for a period of no fewer than thirty (30) days from the date of issuance (or such longer period as is reasonably practicable), with per diem adjustments for each day the actual payoff date differs from the Anticipated Payoff Date, subject to adjustment of the Payoff Amount by the applicable per diem amount for each day after the Anticipated Payoff Date.

The Borrower further requests that the Payoff Letter be addressed to the Borrower at its address set forth above and that copies thereof be delivered simultaneously to the following parties:

• Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, Attention: Philip Hartmann and Lisa Morrow (counsel to the Borrower);

• Clarendon Metropolitan Insurance Company, as the permanent lender under the Permanent Financing; and

• Ashworth McPhail LLP, 51 Madison Avenue, 24th Floor, New York, New York 10010, Attention: Joanna C. Wexler (counsel to Clarendon Metropolitan Insurance Company).

The Borrower notes that receipt and review of the Payoff Letter by Clarendon Metropolitan Insurance Company and its counsel, Ashworth McPhail LLP, is a condition precedent to the closing of the Permanent Financing, and accordingly requests that the Payoff Letter be in customary form reasonably acceptable to the permanent lender and its counsel.

8. Timing / Urgency

The Borrower respectfully emphasizes the urgency of this request and asks that the Administrative Agent give this matter its prompt and careful attention. The urgency is driven by the following factors:

(i) The targeted closing date for the Permanent Financing is November 28, 2025, and the parties to the permanent loan closing are working toward a definitive closing schedule;

(ii) The stated maturity date of the Bridge Facility under the Credit Agreement is December 31, 2025, and the Borrower intends to repay the Bridge Facility prior to maturity from the proceeds of the Permanent Financing;

(iii) Clarendon Metropolitan Insurance Company, as the permanent lender, and its counsel, Ashworth McPhail LLP, require receipt and satisfactory review of the Payoff Letter, together with draft lien release documents, as a condition precedent to funding the Permanent Financing. Any delay in the delivery of the Payoff Letter or lien release documents could result in a corresponding delay in the permanent loan closing and, accordingly, in the repayment of the Bridge Facility; and

(iv) Coordination among multiple parties — including the Borrower, the Guarantor, the Administrative Agent, the Lenders, the permanent lender, and their respective counsel — requires that the payoff documentation process commence promptly so that all parties have adequate time to review and finalize documentation.

In light of the foregoing, the Borrower requests that the Payoff Statement and/or Payoff Letter be delivered to the Borrower and its counsel within ten (10) Business Days of the date of this letter, or as promptly thereafter as is practicable. The Borrower and its counsel are prepared and willing to coordinate with the Administrative Agent and Halcourt Briggs & Devlin LLP on all logistics and timing matters in connection with the payoff and release process, and welcome the opportunity to schedule a call or meeting to discuss the anticipated closing timeline and documentation workstreams at the Administrative Agent's earliest convenience.

9. Contact Information / Notices

All communications regarding this request and the payoff and release process should be directed to the following:

At Fairwater Operating Partnership, L.P. / Fairwater Real Estate Investment Trust:

Naomi T. Sinclair Chief Financial Officer Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Telephone: [__]

Email: [__]

Rachel S. Donahue Senior Vice President, Capital Markets Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Telephone: [__]

Email: [__]

At Calderwood & Harkness LLP (Counsel to Borrower):

Philip Hartmann, Partner Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: [__]

Email: [__]

Lisa Morrow, Associate Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: [__]

Email: [__]

The Borrower requests that the Administrative Agent provide corresponding contact information for the individuals at the Administrative Agent and at Halcourt Briggs & Devlin LLP who will be responsible for coordinating the payoff and release process, so that the parties' respective working teams may communicate directly as needed.

10. Reservation of Rights

Nothing contained in this letter shall constitute, or shall be deemed to constitute, a waiver, release, or modification of any right, remedy, or defense of the Borrower or the Guarantor under the Credit Agreement or any other Loan Document, at law, or in equity, all of which are expressly reserved. The Borrower reserves the right to modify the Anticipated Payoff Date by providing written notice to the Administrative Agent in accordance with the terms of the Credit Agreement. In the event that the closing of the Permanent Financing is delayed or does not occur on the Anticipated Payoff Date for any reason, the Borrower will provide updated notice of the revised anticipated payoff date to the Administrative Agent as promptly as practicable, and will request an updated Payoff Statement or Payoff Letter reflecting the revised payoff date.

We appreciate the Administrative Agent's cooperation and prompt attention to this request. We look forward to working with you and your counsel to bring this matter to a timely and efficient conclusion. Please do not hesitate to contact the undersigned or our counsel at Calderwood & Harkness LLP with any questions or to discuss the matters addressed in this letter.

Very truly yours,

FAIRWATER OPERATING PARTNERSHIP, L.P.

By: Fairwater Real Estate Investment Trust,

its General Partner

By: ________

Name: Naomi T. Sinclair

Title: Chief Financial Officer

cc:

David A. Whitfield, General Counsel, Fairwater Real Estate Investment Trust Rachel S. Donahue, SVP, Capital Markets, Fairwater Real Estate Investment Trust Philip Hartmann, Calderwood & Harkness LLP Lisa Morrow, Calderwood & Harkness LLP Kenneth R. Delacroix, Halcourt Briggs & Devlin LLP

DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1036-00001 For discussion purposes only; subject to client review and approval.

Lender	Commitment Percentage	Commitment Amount
Kensington National Bank, N.A.	40.00%	$96,000,000
Pinnacle Trust Company	25.00%	$60,000,000
Greystone Commerce Bank	20.00%	$48,000,000
Redfield Capital Markets, LLC	15.00%	$36,000,000
Total	100.00%	$240,000,000

DRAFT — Prepared by Calderwood & Harkness LLP for Client Signature
FAIRWATER OPERATING PARTNERSHIP, L.P. 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
____, 2025
Kensington National Bank, National Association, as Administrative Agent 600 Lexington Avenue New York, New York 10022
Attention: Thomas J. Pagano, Managing Director, Real Estate Finance
With a copy to:
Halcourt Briggs & Devlin LLP 1221 Avenue of the Americas New York, New York 10020
Attention: Kenneth R. Delacroix
Re: Request for Payoff Statement — Senior Secured Bridge Credit Facility dated June 30, 2025 (the "Bridge Credit Agreement") among Fairwater Operating Partnership, L.P., as Borrower, Fairwater Real Estate Investment Trust, as Guarantor, Kensington National Bank, N.A., as Administrative Agent, and the Lenders party thereto; Original Principal Amount: $240,000,000
Dear Mr. Pagano:
1. Introductory Paragraph / Reference to Credit Agreement
Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Borrower"), hereby writes in connection with that certain Senior Secured Bridge Credit Agreement, dated as of June 30, 2025 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among (i) Fairwater Operating Partnership, L.P., as Borrower, (ii) Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Guarantor" or "REIT"), as Guarantor, (iii) Kensington National Bank, National Association ("Kensington National Bank" or the "Administrative Agent"), as Administrative Agent for the Lenders, and (iv) the Lenders party thereto from time to time, being Kensington National Bank, N.A., Pinnacle Trust Company, Greystone Commerce Bank, and Redfield Capital Markets, LLC (collectively, the "Lenders"). The Credit Agreement provides for a senior secured bridge credit facility in an original aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000) (the "Bridge Facility").
This letter constitutes a formal request by the Borrower for a payoff statement with respect to all outstanding Obligations under the Credit Agreement, pursuant to the applicable provisions thereof, including the Administrative Agent's obligations to provide payoff and release information upon request by the Borrower. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
2. Statement of Intent to Repay / Anticipated Payoff Date
The Borrower hereby notifies the Administrative Agent that the Borrower intends to repay in full all outstanding Obligations under the Credit Agreement on or about November 28, 2025 (the "Anticipated Payoff Date"). The source of funds for such repayment will be the proceeds of permanent mortgage financing being provided by Clarendon Metropolitan Insurance Company in the form of a CMBS conduit mortgage loan (the "Permanent Financing"), which permanent loan is expected to close simultaneously with the payoff and discharge of the Bridge Facility.
This letter shall also serve as formal notice of the Borrower's intention to prepay the entire outstanding principal balance of the Loans under the Credit Agreement, together with all accrued and unpaid interest, fees, expenses, and all other Obligations, in full on the Anticipated Payoff Date, in accordance with the prepayment provisions of the Credit Agreement. The Borrower acknowledges that the Credit Agreement requires not less than five (5) Business Days' prior written notice of any voluntary prepayment in full, and the Borrower intends to deliver confirmatory notice of the prepayment in compliance with such requirement as the Anticipated Payoff Date approaches. Notwithstanding the foregoing, the Borrower expressly reserves the right to modify the Anticipated Payoff Date upon reasonable advance written notice to the Administrative Agent, and nothing in this letter shall be deemed to constitute an irrevocable commitment by the Borrower to prepay on any particular date.
3. Request for Payoff Statement
The Borrower hereby requests that the Administrative Agent deliver to the Borrower, with a copy to Calderwood & Harkness LLP, counsel to the Borrower (425 Park Avenue, New York, New York 10022, Attention: Philip Hartmann and Lisa Morrow), a written payoff statement (the "Payoff Statement") setting forth, as of the Anticipated Payoff Date of November 28, 2025, each of the following amounts:
(a) Outstanding Principal Balance
The current outstanding principal balance of all Loans under the Credit Agreement. As of the date hereof, the Borrower's records reflect that the aggregate outstanding principal balance is Two Hundred Forty Million Dollars ($240,000,000), the Bridge Facility being a non-amortizing, interest-only facility with no scheduled principal amortization prior to maturity. The Borrower requests that the Administrative Agent confirm the outstanding principal balance as of the Anticipated Payoff Date.
(b) Accrued and Unpaid Interest
All accrued and unpaid interest on the outstanding principal balance through and including the Anticipated Payoff Date, calculated at the applicable contract rate under the Credit Agreement. Pursuant to the Credit Agreement, the applicable interest rate is equal to the 30-day Term SOFR Rate plus a spread of five hundred (500) basis points (5.00%) per annum. Based on the assumed 30-day Term SOFR Rate of approximately 4.33% as of August 11, 2025, the current all-in interest rate is approximately 9.33% per annum; however, the Borrower recognizes that the applicable SOFR rate may differ as of the interest period in effect on the Anticipated Payoff Date. The Borrower requests that the Payoff Statement reflect the applicable Term SOFR Rate as determined for the interest period in effect on November 28, 2025, and that the Administrative Agent specify the applicable SOFR determination date, the SOFR Index Rate, and the resulting all-in contract rate used to calculate accrued and unpaid interest.
(c) Per Diem Interest
A per diem interest figure for each day after the Anticipated Payoff Date of November 28, 2025, in the event that the actual date on which the Payoff Amount (as defined below) is remitted in immediately available funds differs from the Anticipated Payoff Date, calculated at the applicable contract rate under the Credit Agreement. For illustrative purposes, based on an outstanding principal balance of $240,000,000 and an indicative all-in interest rate of 9.33% per annum, the estimated per diem interest amount is approximately Sixty-Two Thousand Two Hundred Dollars ($62,200) per day (calculated as $240,000,000 × 9.33% = $22,392,000 per annum ÷ 360 = $62,200 per diem), subject to the actual Term SOFR Rate determination as of the applicable interest period. The Borrower requests that the Administrative Agent confirm the exact per diem amount and the applicable day count convention (whether 30/360 or Actual/360) used in the calculation thereof, consistent with the terms of the Credit Agreement.
(d) Exit Fee
The amount, if any, of the exit fee payable under the Credit Agreement in connection with the repayment and discharge of the Bridge Facility. The Borrower acknowledges that the Credit Agreement provides for an exit fee equal to fifty (50) basis points (0.50%) of the outstanding principal balance of the Loans at the time of repayment. Based on the current outstanding principal balance of $240,000,000, the exit fee, if applicable, would be One Million Two Hundred Thousand Dollars ($1,200,000) (i.e., $240,000,000 × 0.50% = $1,200,000).
However, the Borrower respectfully directs the Administrative Agent's attention to the exit fee waiver provision contained in the Credit Agreement, which provides that the exit fee shall be waived in full in the event that the Bridge Facility is repaid in full from the proceeds of permanent CMBS financing within nine (9) months of the closing date of the Bridge Facility. The closing date of the Bridge Facility was June 30, 2025. Accordingly, the nine-month waiver period expires on March 31, 2026. The Anticipated Payoff Date of November 28, 2025 falls well within the nine-month waiver period, and the repayment will be made from the proceeds of permanent CMBS financing provided by Clarendon Metropolitan Insurance Company. The Borrower therefore believes that the conditions for the exit fee waiver have been or will be fully satisfied as of the Anticipated Payoff Date.
The Borrower hereby requests that the Administrative Agent expressly confirm that (i) the exit fee waiver provision is applicable in connection with the contemplated repayment, (ii) the exit fee will be waived in full, and (iii) no exit fee will be included in the Payoff Statement or the Payoff Amount. To the extent that the Administrative Agent or any Lender takes a different position with respect to the applicability of the exit fee waiver, the Borrower requests prompt written notice thereof so that the parties may address any disagreement in advance of the Anticipated Payoff Date.
(e) Other Fees, Costs, and Expenses
Any and all other fees, costs, expenses, or other amounts owing by the Borrower or the Guarantor under the Credit Agreement or any other Loan Document as of the Anticipated Payoff Date, including without limitation:
(i) any unpaid administrative agent fees, including any annual agency fees or other periodic fees payable to the Administrative Agent under the Credit Agreement or any separate fee letter;
(ii) any accrued but unpaid expenses of the Administrative Agent or any Lender that are reimbursable under the Credit Agreement or any other Loan Document, including, without limitation, reasonable legal fees and expenses of Halcourt Briggs & Devlin LLP incurred in connection with the Credit Agreement, the preparation of lien release documentation, and the administration of the payoff and discharge process; and
(iii) any other amounts constituting "Obligations" as defined in the Credit Agreement, including any indemnification obligations that are then due and payable, any breakage costs, or any other amounts that would be required to be paid by the Borrower or the Guarantor to achieve a full and complete discharge of all Obligations under the Credit Agreement and the other Loan Documents.
The Borrower requests that each such amount be separately itemized in the Payoff Statement so that the Borrower and its counsel may review and confirm the accuracy of each component.
(f) Aggregate Payoff Amount
The total aggregate amount (the "Payoff Amount") required to be paid by the Borrower to fully satisfy and discharge all Obligations of the Borrower and the Guarantor under the Credit Agreement and each of the other Loan Documents in their entirety, such that upon receipt by the Administrative Agent of the Payoff Amount in immediately available funds, no further Obligations of any nature shall remain outstanding under the Credit Agreement or any other Loan Document.
4. Request for Wire Transfer Instructions
The Borrower requests that the Administrative Agent provide complete wire transfer instructions for remittance of the Payoff Amount, including the following information:
•  Name of receiving bank;
•  ABA routing number of receiving bank;
•  Account name;
•  Account number;
•  Reference information or other identifying notations to be included with the wire transfer; and
•  Any other information reasonably necessary to ensure proper receipt and application of the Payoff Amount.
The Borrower further requests that the Administrative Agent advise whether separate wire transfers are required for distribution to the individual Lenders in the syndicate, or whether a single wire transfer to the Administrative Agent will suffice for the Administrative Agent's subsequent distribution to each Lender in accordance with their respective pro rata shares. The Borrower's records reflect the following Lender commitments and pro rata shares under the Credit Agreement:
In the event that separate wires are required to be sent to individual Lenders, the Borrower requests wire transfer instructions for each Lender's designated account. The Borrower anticipates that the Payoff Amount will be funded directly from the escrow or closing account maintained in connection with the Permanent Financing closing, and the Borrower's counsel and the permanent lender's counsel will require finalized wire instructions in advance of the closing date.
5. Request for Confirmation of Lien Release Documents
The Borrower requests that, promptly upon receipt of the Payoff Amount in immediately available funds on the payoff date, the Administrative Agent deliver, or cause to be delivered, to the Borrower or its designee, the following lien release and collateral release documents, duly executed, acknowledged, and in recordable form where applicable:
(a) Mortgage Releases / Satisfactions
Executed and notarized releases, satisfactions, or reconveyances, as applicable, of the mortgages, deeds of trust, and security deeds encumbering each of the fourteen (14) real properties constituting the Sun Belt Portfolio (the "Properties"), in recordable form for each applicable recording jurisdiction, as follows:
Texas (5 Properties):
(i) Ridgewater at Lakeline (Austin, Texas) — release of deed of trust, in form recordable in the applicable Texas county;
(ii) sagebrush Commons (San Antonio, Texas) — release of deed of trust, in form recordable in the applicable Texas county;
(iii) Cypress Bend (Katy, Texas) — release of deed of trust, in form recordable in the applicable Texas county;
(iv) Willowbrook Terrace (Sugar Land, Texas) — release of deed of trust, in form recordable in the applicable Texas county; and
(v) Heritage at Stonebriar (Frisco, Texas) — release of deed of trust, in form recordable in the applicable Texas county.
Georgia (3 Properties):
(vi) Peachtree Crossings (Alpharetta, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county;
(vii) Cumberland Ridge (Smyrna, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county; and
(viii) Sugarloaf Station (Duluth, Georgia) — cancellation of security deed, in form recordable in the applicable Georgia county.
Florida (3 Properties):
(ix) Bayshore Landings (Tampa, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county;
(x) Solara at Millenia (Orlando, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county; and
(xi) Riverside Preserve (Jacksonville, Florida) — satisfaction of mortgage, in form recordable in the applicable Florida county.
North Carolina (2 Properties):
(xii) Stonewall Flats (Charlotte, North Carolina) — cancellation of deed of trust, in form recordable in the applicable North Carolina county; and
(xiii) Crabtree Pointe (Raleigh, North Carolina) — cancellation of deed of trust, in form recordable in the applicable North Carolina county.
Tennessee (1 Property):
(xiv) Harpeth Valley (Nashville, Tennessee) — release of deed of trust, in form recordable in the applicable Tennessee county.
Each such release, satisfaction, cancellation, or reconveyance instrument shall be in proper form for recording in the land records of the applicable county and state and shall contain legally sufficient property descriptions and recording references to the original recorded security instruments.
(b) UCC-3 Termination Statements
Executed UCC-3 Financing Statement Amendments (Termination) terminating all UCC-1 Financing Statements filed in connection with the Credit Agreement and the other Loan Documents, including without limitation:
(i) UCC-3 termination statements to be filed with the Delaware Secretary of State terminating UCC-1 financing statements covering the pledge of one hundred percent (100%) of the equity interests in each of the fourteen (14) special purpose entity borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC, each a Delaware limited liability company) (collectively, the "SPE Borrowers"); and
(ii) UCC-3 termination statements terminating any fixture filings recorded in the real property records of each applicable county in the States of Texas, Georgia, Florida, North Carolina, and Tennessee in which the Properties are located.
(c) Releases of Assignments of Leases and Rents
Executed terminations, releases, or reassignments, as applicable, of all collateral assignments of leases and rents (and any related subordination, non-disturbance, and attornment agreements or similar instruments to the extent within the Administrative Agent's control) delivered by or on behalf of the SPE Borrowers in connection with the Credit Agreement for each of the fourteen (14) Properties, in recordable form where applicable.
(d) Releases of Pledged Equity Interests
Release and return to the Borrower (or its designee) of any stock certificates, membership interest certificates, executed transfer powers, blank stock powers, or similar instruments of transfer held by the Administrative Agent (or any collateral agent acting on its behalf) in connection with the pledge of equity interests in the fourteen (14) SPE Borrowers, together with any original executed pledge agreements or such other documents as may be in the Administrative Agent's possession.
(e) Other Collateral Releases
(i) Termination of any collateral assignments of property management agreements between the SPE Borrowers and Fairwater Residential Management LLC (property management agreements effective July 1, 2025) delivered in connection with the Credit Agreement;
(ii) Release and return of any reserve accounts, escrow deposits, or cash collateral held by the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document; and
(iii) Release or termination of any other liens, security interests, assignments, or encumbrances granted by the Borrower, the Guarantor, or any SPE Borrower in favor of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document not specifically described above.
(f) Draft Document Review Request
The Borrower requests that the Administrative Agent and its counsel, Halcourt Briggs & Devlin LLP, circulate draft forms of all release, termination, satisfaction, cancellation, and reconveyance documents described in this Section 5 to the Borrower's counsel, Calderwood & Harkness LLP, for review and comment no later than fifteen (15) Business Days prior to the Anticipated Payoff Date (i.e., on or about November 7, 2025). The Borrower believes that early circulation of draft release documents is essential to allow adequate time for review, negotiation of any required revisions, and coordination of simultaneous execution and delivery of such documents in connection with the closing of the Permanent Financing. As noted above, the permanent lender, Clarendon Metropolitan Insurance Company, and its counsel, Ashworth McPhail LLP, will require delivery of fully executed lien release documents (or irrevocable escrow arrangements for the release thereof) as a condition precedent to the closing of the Permanent Financing and the funding of the permanent loan proceeds.
6. Confirmation of No Default and Covenant Compliance
The Borrower hereby confirms that, to the Borrower's knowledge after reasonable inquiry, as of the date of this letter, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any other Loan Document. The Borrower further represents that, as of the most recent financial covenant testing date, the Borrower is in compliance with the financial covenants set forth in the Credit Agreement, including:
(i) Portfolio Loan-to-Value Ratio (LTV): The portfolio LTV as of the most recent testing date is approximately 62.34%, which is below the covenant maximum of 65.00% as set forth in the Credit Agreement; and
(ii) Portfolio Debt Service Coverage Ratio (DSCR): The portfolio DSCR as of the most recent testing date is approximately 1.169x, which exceeds the covenant minimum of 1.10x as set forth in the Credit Agreement.
The Borrower anticipates that it will deliver a final Compliance Certificate as of the payoff date, in accordance with the requirements of the Credit Agreement, at or prior to the closing on the Anticipated Payoff Date.
7. Request for Payoff Letter
The Borrower requests that the Payoff Statement be prepared and delivered in the form of a formal payoff letter executed by the Administrative Agent (the "Payoff Letter"), which Payoff Letter shall include, at a minimum, the following:
(i) The Payoff Amount and all component amounts thereof, including the outstanding principal balance, accrued and unpaid interest, per diem interest, exit fee (or confirmation of its waiver), and all other fees, costs, expenses, and amounts constituting Obligations;
(ii) Confirmation that, upon receipt by the Administrative Agent of the Payoff Amount in immediately available funds on or before the expiration date of the Payoff Letter (as adjusted for per diem interest, if applicable), all Obligations of the Borrower and the Guarantor under the Credit Agreement and the other Loan Documents shall be fully and finally satisfied, paid, and discharged, and the Lenders and the Administrative Agent shall have no further claims against the Borrower, the Guarantor, or the SPE Borrowers under the Loan Documents (other than any expressly surviving indemnification obligations, if applicable);
(iii) Irrevocable authorization and direction to the Administrative Agent (and its counsel, Halcourt Briggs & Devlin LLP) to execute and deliver, or cause to be executed and delivered, all lien release, collateral release, termination, satisfaction, cancellation, and reconveyance documents described in Section 5 of this letter, promptly upon receipt of the Payoff Amount in immediately available funds;
(iv) Express confirmation of the waiver of the exit fee pursuant to the exit fee waiver provision of the Credit Agreement, as described in Section 3(d) of this letter; and
(v) A statement that the Payoff Letter shall remain effective for a period of no fewer than thirty (30) days from the date of issuance (or such longer period as is reasonably practicable), with per diem adjustments for each day the actual payoff date differs from the Anticipated Payoff Date, subject to adjustment of the Payoff Amount by the applicable per diem amount for each day after the Anticipated Payoff Date.
The Borrower further requests that the Payoff Letter be addressed to the Borrower at its address set forth above and that copies thereof be delivered simultaneously to the following parties:
•  Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, Attention: Philip Hartmann and Lisa Morrow (counsel to the Borrower);
•  Clarendon Metropolitan Insurance Company, as the permanent lender under the Permanent Financing; and
•  Ashworth McPhail LLP, 51 Madison Avenue, 24th Floor, New York, New York 10010, Attention: Joanna C. Wexler (counsel to Clarendon Metropolitan Insurance Company).
The Borrower notes that receipt and review of the Payoff Letter by Clarendon Metropolitan Insurance Company and its counsel, Ashworth McPhail LLP, is a condition precedent to the closing of the Permanent Financing, and accordingly requests that the Payoff Letter be in customary form reasonably acceptable to the permanent lender and its counsel.
8. Timing / Urgency
The Borrower respectfully emphasizes the urgency of this request and asks that the Administrative Agent give this matter its prompt and careful attention. The urgency is driven by the following factors:
(i) The targeted closing date for the Permanent Financing is November 28, 2025, and the parties to the permanent loan closing are working toward a definitive closing schedule;
(ii) The stated maturity date of the Bridge Facility under the Credit Agreement is December 31, 2025, and the Borrower intends to repay the Bridge Facility prior to maturity from the proceeds of the Permanent Financing;
(iii) Clarendon Metropolitan Insurance Company, as the permanent lender, and its counsel, Ashworth McPhail LLP, require receipt and satisfactory review of the Payoff Letter, together with draft lien release documents, as a condition precedent to funding the Permanent Financing. Any delay in the delivery of the Payoff Letter or lien release documents could result in a corresponding delay in the permanent loan closing and, accordingly, in the repayment of the Bridge Facility; and
(iv) Coordination among multiple parties — including the Borrower, the Guarantor, the Administrative Agent, the Lenders, the permanent lender, and their respective counsel — requires that the payoff documentation process commence promptly so that all parties have adequate time to review and finalize documentation.
In light of the foregoing, the Borrower requests that the Payoff Statement and/or Payoff Letter be delivered to the Borrower and its counsel within ten (10) Business Days of the date of this letter, or as promptly thereafter as is practicable. The Borrower and its counsel are prepared and willing to coordinate with the Administrative Agent and Halcourt Briggs & Devlin LLP on all logistics and timing matters in connection with the payoff and release process, and welcome the opportunity to schedule a call or meeting to discuss the anticipated closing timeline and documentation workstreams at the Administrative Agent's earliest convenience.
9. Contact Information / Notices
All communications regarding this request and the payoff and release process should be directed to the following:
At Fairwater Operating Partnership, L.P. / Fairwater Real Estate Investment Trust:
Naomi T. Sinclair Chief Financial Officer Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Telephone: [__]
Email: [__]
Rachel S. Donahue Senior Vice President, Capital Markets Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044 Telephone: [__]
Email: [__]
At Calderwood & Harkness LLP (Counsel to Borrower):
Philip Hartmann, Partner Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: [__]
Email: [__]
Lisa Morrow, Associate Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: [__]
Email: [__]
The Borrower requests that the Administrative Agent provide corresponding contact information for the individuals at the Administrative Agent and at Halcourt Briggs & Devlin LLP who will be responsible for coordinating the payoff and release process, so that the parties' respective working teams may communicate directly as needed.
10. Reservation of Rights
Nothing contained in this letter shall constitute, or shall be deemed to constitute, a waiver, release, or modification of any right, remedy, or defense of the Borrower or the Guarantor under the Credit Agreement or any other Loan Document, at law, or in equity, all of which are expressly reserved. The Borrower reserves the right to modify the Anticipated Payoff Date by providing written notice to the Administrative Agent in accordance with the terms of the Credit Agreement. In the event that the closing of the Permanent Financing is delayed or does not occur on the Anticipated Payoff Date for any reason, the Borrower will provide updated notice of the revised anticipated payoff date to the Administrative Agent as promptly as practicable, and will request an updated Payoff Statement or Payoff Letter reflecting the revised payoff date.
We appreciate the Administrative Agent's cooperation and prompt attention to this request. We look forward to working with you and your counsel to bring this matter to a timely and efficient conclusion. Please do not hesitate to contact the undersigned or our counsel at Calderwood & Harkness LLP with any questions or to discuss the matters addressed in this letter.
Very truly yours,
FAIRWATER OPERATING PARTNERSHIP, L.P.
By: Fairwater Real Estate Investment Trust,
its General Partner
By: ________
Name: Naomi T. Sinclair
Title: Chief Financial Officer
cc:
David A. Whitfield, General Counsel, Fairwater Real Estate Investment Trust Rachel S. Donahue, SVP, Capital Markets, Fairwater Real Estate Investment Trust Philip Hartmann, Calderwood & Harkness LLP Lisa Morrow, Calderwood & Harkness LLP Kenneth R. Delacroix, Halcourt Briggs & Devlin LLP
DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1036-00001 For discussion purposes only; subject to client review and approval.
Lender | Commitment Percentage | Commitment Amount
Kensington National Bank, N.A. | 40.00% | $96,000,000
Pinnacle Trust Company | 25.00% | $60,000,000
Greystone Commerce Bank | 20.00% | $48,000,000
Redfield Capital Markets, LLC | 15.00% | $36,000,000
Total | 100.00% | $240,000,000

DRAFT — Prepared by Calderwood & Harkness LLP for Client Signature

FAIRWATER OPERATING PARTNERSHIP, L.P.

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