MEMORANDUM
CALDERWOOD & HARKNESS LLP 425 Park Avenue, New York, NY 10022
TO: Lisa Morrow, Lead Associate, Banking & Finance, Calderwood & Harkness LLP
FROM: Marcus Leung, Working Associate, Banking & Finance, Calderwood & Harkness LLP
DATE: October 18, 2025
RE: Good Standing / Existence Certificate Request Letters — Fairwater REIT Permanent Take-Out Financing
MATTER NO.: 1036-00001
CLIENT: Fairwater Real Estate Investment Trust
I. Purpose of Memorandum
This memorandum transmits for your review a set of seven (7) form request letters addressed to the appropriate governmental authorities in Maryland, Delaware, Texas, Georgia, Florida, North Carolina, and Tennessee, respectively, requesting issuance of certificates of good standing, certificates of existence, and certificates of foreign qualification, as applicable, for each of the borrower entities, the guarantor, and the operating partnership in connection with the Fairwater REIT permanent take-out financing transaction described below.
These certificates are required closing deliverables under Section 4.01(f) of the Loan Agreement (the "Loan Agreement") to be entered into by and among Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC, each a Delaware limited liability company (collectively, the "Borrowers"), Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Guarantor" or "Fairwater REIT"), and Clarendon Metropolitan Insurance Company, a Connecticut insurance company (the "Permanent Lender"), in connection with the $240,000,000 permanent CMBS mortgage loan (the "Permanent Loan") to be provided by the Permanent Lender. The proceeds of the Permanent Loan will be used to replace and refinance the existing $195,000,000 bridge credit facility (the "Bridge Facility") provided by a syndicate of lenders led by Kensington National Bank, N.A., as administrative agent, and to fund certain reserve accounts, pay transaction costs, and return equity to Fairwater REIT.
Specifically, the certificates will confirm the legal existence and good standing (or active status, as applicable) of the following groups of entities:
(a) the fourteen (14) special purpose entity limited liability companies (the "SPE LLCs" or "Borrowers"), each of which is organized under the laws of the State of Delaware and qualified to do business in one of the five Sun Belt states in which the collateral properties are located (Texas, Georgia, Florida, North Carolina, and Tennessee);
(b) the Guarantor, Fairwater Real Estate Investment Trust, which is formed and existing under the laws of the State of Maryland; and
(c) the operating partnership, Fairwater Operating Partnership, L.P. (the "Operating Partnership"), which is formed and existing as a limited partnership under the laws of the State of Delaware.
Pursuant to Section 4.01(f) of the Loan Agreement, all certificates of good standing or existence delivered at closing must be dated not more than thirty (30) days prior to the anticipated closing date of November 28, 2025. Accordingly, I recommend that all request letters be submitted on or after October 29, 2025, in order to ensure that each certificate remains current as of the closing date. All letters have been prepared to request expedited processing from each jurisdiction to ensure timely receipt well in advance of closing. In the event that any certificate is received earlier than expected or the closing date is extended, we should confirm that the dating requirements remain satisfied and, if necessary, reorder any certificate that may become stale.
II. Summary of Entities and Jurisdictions
The following table sets forth each entity for which a certificate is required, the entity's jurisdiction of formation, the type of certificate to be requested from the formation jurisdiction, and, where applicable, the foreign qualification jurisdiction(s) and the type of foreign qualification certificate to be requested.
The total number of certificates to be requested is broken down by jurisdiction as follows:
• Maryland: 1 certificate (Fairwater REIT — Certificate of Good Standing from the Maryland State Department of Assessments and Taxation ("SDAT"))
• Delaware: 15 certificates (Fairwater Operating Partnership, L.P. and Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC — Certificates of Good Standing from the Delaware Division of Corporations, Office of the Secretary of State)
• Texas: 5 certificates (Fairwater Sun Belt I LLC through Fairwater Sun Belt V LLC — Certificates of Existence confirming foreign qualification from the Texas Secretary of State, Corporations Section)
• Georgia: 3 certificates (Fairwater Sun Belt VI LLC through Fairwater Sun Belt VIII LLC — Certificates of Existence confirming foreign qualification from the Georgia Secretary of State, Corporations Division)
• Florida: 3 certificates (Fairwater Sun Belt IX LLC through Fairwater Sun Belt XI LLC — Certificates of Status confirming foreign qualification from the Florida Department of State, Division of Corporations)
• North Carolina: 2 certificates (Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC — Certificates of Existence confirming foreign qualification from the North Carolina Secretary of State, Corporations Division)
• Tennessee: 1 certificate (Fairwater Sun Belt XIV LLC — Certificate of Existence confirming foreign qualification from the Tennessee Secretary of State, Division of Business Services)
Grand Total: 30 certificates
III. Fee Schedule Summary
The following table summarizes the applicable filing fees, expedited processing fees, expected turnaround times, and accepted payment methods for each jurisdiction from which certificates will be requested. All letters have been prepared to request expedited processing, and the enclosed checks reflect the applicable expedited fee for each jurisdiction.
Note: The fees set forth above are approximate and based on current published fee schedules as of the date of this memorandum. I recommend confirming the current fee schedule with each office prior to submission, as fees are subject to change without notice. Given that fifteen (15) certificates must be obtained from the Delaware Division of Corporations, I recommend utilizing the 24-hour expedited processing tier (at $100.00 per certificate) rather than the same-day or 2-hour tiers, as the cost savings are significant and 24-hour turnaround provides adequate time for closing preparation. If the closing timeline compresses, we may wish to upgrade to same-day processing for the Delaware certificates, which would increase the total Delaware cost from $1,500.00 to $3,000.00.
IV. Transmittal Instructions
Please note the following instructions with respect to the submission and handling of the request letters:
1. Method of Submission. Each letter should be sent via overnight courier (Severin Partners LLC or Halcyon Partners LLC Next Day Air) to the applicable governmental office, unless electronic submission is available and preferable. For the Florida Division of Corporations, online certification is available through the Sunbiz portal; however, given the closing deliverable requirements for original certified paper certificates, I recommend submitting via courier and requesting paper certificates. For the Delaware Division of Corporations, online submission via the Delaware Division of Corporations website is also available, and we may wish to submit electronically with credit card payment if courier delivery timing is a concern.
2. Payment. Enclose with each letter a firm check in the applicable amount, drawn on the Calderwood & Harkness LLP operating account and made payable to the designated payee as set forth in each letter. The total disbursement for all certificates is $1,911.25. For jurisdictions where online payment is available (and if we elect to submit electronically), a firm credit card may be used. All fees should be charged to Matter No. 1036-00001, Fairwater Real Estate Investment Trust, as client disbursements.
3. Return Delivery. All certificates should be directed to: Calderwood & Harkness LLP, 425 Park Avenue, New York, NY 10022, Attention: Marcus Leung. Each letter includes this return delivery instruction. Where possible, please also request that the issuing office provide an email confirmation or tracking number upon issuance.
4. Confirmation and Follow-Up. Please confirm receipt of each submission within three (3) business days of the date of submission. If a certificate is not received within the stated expedited turnaround time for the applicable jurisdiction, please follow up with the issuing office by telephone to determine the status of the request and, if necessary, escalate to ensure timely processing.
5. Cataloguing and Distribution. Upon receipt, each certificate should be catalogued on the closing checklist (Exhibit A hereto provides a master tracking schedule for this purpose) and scanned copies should be provided promptly to (a) Ashworth McPhail LLP, counsel to the Permanent Lender, Attention: Joanna C. Wexler, and (b) the client, Attention: David A. Whitfield, General Counsel, Fairwater Real Estate Investment Trust. Originals should be maintained in the closing binder.
Please let me know if you have any questions or if you would like me to revise any of the enclosed letters prior to submission. I am available to discuss at your convenience.
Enclosures: Seven (7) Request Letters (Letters 1–7); Exhibit A — Master Tracking Schedule
LETTER 1
MARYLAND STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
(Fairwater Real Estate Investment Trust)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Maryland State Department of Assessments and Taxation Charter Division 301 West Preston Street, Room 801 Baltimore, Maryland 21201
Re: Request for Certificate of Good Standing — Fairwater Real Estate Investment Trust, Maryland SDAT Entity ID D19483726
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Trust"), in connection with a commercial financing transaction. We are writing to request that the Maryland State Department of Assessments and Taxation (the "SDAT") issue one (1) certified Certificate of Good Standing (or Certificate of Status, as applicable) for the Trust. The pertinent identifying information for the Trust is as follows:
Entity Name: Fairwater Real Estate Investment Trust
Entity Type: Maryland Real Estate Investment Trust
SDAT Entity ID: D19483726
Principal Office Address: 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044
We respectfully request that the SDAT process this request on an expedited, same-day basis. Enclosed herewith is a check in the amount of Forty Dollars ($40.00), payable to "SDAT," which we understand to be the current fee for same-day expedited issuance of a Certificate of Good Standing. If the fee has changed since the date of this letter, or if any additional fee is required, please contact the undersigned at the telephone number or email address set forth below so that we may promptly remit any additional amount.
We respectfully request that, upon issuance, the Certificate of Good Standing be sent via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, or if you require any additional information in order to process this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $40.00 payable to "SDAT"
LETTER 2
DELAWARE DIVISION OF CORPORATIONS
(Fairwater Operating Partnership, L.P. and Fairwater Sun Belt I LLC through XIV LLC)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Delaware Division of Corporations Office of the Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificates of Good Standing — Fairwater Operating Partnership, L.P. and Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (15 Entities)
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Operating Partnership, L.P., a Delaware limited partnership, and Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC, each a Delaware limited liability company (collectively, the "Entities"), in connection with a commercial financing transaction. We are writing to request that the Delaware Division of Corporations, Office of the Secretary of State, issue fifteen (15) certified Certificates of Good Standing, one for each of the Entities identified in the table below.
The following table sets forth the name and entity type for each Entity for which a Certificate of Good Standing is being requested:
We respectfully request that the Division of Corporations process all fifteen (15) certificates on a 24-hour expedited basis. We understand the current fee for 24-hour expedited issuance of a Certificate of Good Standing to be One Hundred Dollars ($100.00) per certificate. Accordingly, enclosed herewith is a check in the amount of One Thousand Five Hundred Dollars ($1,500.00), payable to "Delaware Secretary of State," representing the total fee for fifteen (15) certificates at the 24-hour expedited rate (15 × $100.00 = $1,500.00).
We note that online submission of certificate requests is also available through the Delaware Division of Corporations website. Should it be more convenient or expedient for the Division to process this request electronically, we are prepared to submit via the online portal with credit card payment. Please contact the undersigned if you would prefer that we resubmit electronically.
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process this request, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information without delay.
We respectfully request that, upon issuance, all fifteen (15) Certificates of Good Standing be sent together via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $1,500.00 payable to "Delaware Secretary of State"
LETTER 3
TEXAS SECRETARY OF STATE
(Fairwater Sun Belt I LLC through Fairwater Sun Belt V LLC — Foreign Qualification)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697
Re: Request for Certificates of Existence (Foreign Qualification) — Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, and Fairwater Sun Belt V LLC
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, and Fairwater Sun Belt V LLC (collectively, the "Entities"), in connection with a commercial financing transaction. Each of the Entities is a Delaware limited liability company that is registered to do business in the State of Texas as a foreign limited liability company. We are writing to request that the Texas Secretary of State, Corporations Section, issue five (5) Certificates of Existence (or Certificates of Fact — Status, as applicable) confirming the foreign qualification and good standing in Texas of each of the Entities identified in the table below.
Each of the Entities identified above owns and operates a multifamily residential property located in the State of Texas, as indicated in the table. Each Entity is registered with the Texas Secretary of State as a foreign limited liability company authorized to transact business in Texas.
We respectfully request that the Texas Secretary of State process all five (5) certificates on an expedited basis. We understand the current expedited fee for issuance of a Certificate of Existence to be Twenty-Five Dollars ($25.00) per certificate. Accordingly, enclosed herewith is a check in the amount of One Hundred Twenty-Five Dollars ($125.00), payable to "Secretary of State," representing the total fee for five (5) certificates at the expedited rate (5 × $25.00 = $125.00).
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process these requests, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information.
We respectfully request that, upon issuance, all five (5) Certificates of Existence be sent together via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $125.00 payable to "Secretary of State"
LETTER 4
GEORGIA SECRETARY OF STATE
(Fairwater Sun Belt VI LLC through Fairwater Sun Belt VIII LLC — Foreign Qualification)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Georgia Secretary of State Corporations Division 2 Martin Luther King Jr. Drive SE, Suite 313 West Tower Atlanta, Georgia 30334
Re: Request for Certificates of Existence (Foreign Qualification) — Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, and Fairwater Sun Belt VIII LLC
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, and Fairwater Sun Belt VIII LLC (collectively, the "Entities"), in connection with a commercial financing transaction. Each of the Entities is a Delaware limited liability company that is registered to do business in the State of Georgia as a foreign limited liability company. We are writing to request that the Georgia Secretary of State, Corporations Division, issue three (3) Certificates of Existence confirming the foreign registration and good standing in Georgia of each of the Entities identified in the table below.
Each of the Entities identified above owns and operates a multifamily residential property located in the metropolitan Atlanta area of the State of Georgia, as indicated in the table. Each Entity is registered with the Georgia Secretary of State as a foreign limited liability company authorized to transact business in Georgia.
We respectfully request that the Georgia Secretary of State process all three (3) certificates on an expedited basis. We understand the current expedited fee for issuance of a Certificate of Existence to be Thirty Dollars ($30.00) per certificate. Accordingly, enclosed herewith is a check in the amount of Ninety Dollars ($90.00), payable to "Georgia Secretary of State," representing the total fee for three (3) certificates at the expedited rate (3 × $30.00 = $90.00).
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process these requests, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information.
We respectfully request that, upon issuance, all three (3) Certificates of Existence be sent together via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $90.00 payable to "Georgia Secretary of State"
LETTER 5
FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS
(Fairwater Sun Belt IX LLC through Fairwater Sun Belt XI LLC — Foreign Qualification)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Florida Department of State Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, Florida 32301
Re: Request for Certificates of Status (Foreign Qualification) — Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, and Fairwater Sun Belt XI LLC
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, and Fairwater Sun Belt XI LLC (collectively, the "Entities"), in connection with a commercial financing transaction. Each of the Entities is a Delaware limited liability company that is authorized to transact business in the State of Florida as a foreign limited liability company. We are writing to request that the Florida Department of State, Division of Corporations, issue three (3) certified Certificates of Status confirming the foreign authorization and active status in Florida of each of the Entities identified in the table below.
Each of the Entities identified above owns and operates a multifamily residential property located in the State of Florida, as indicated in the table. Each Entity is registered with the Florida Department of State as a foreign limited liability company authorized to transact business in Florida.
We note that online certification is available through the Division of Corporations' Sunbiz portal. However, because the certificates are required as closing deliverables in a commercial financing transaction and must be delivered in certified original form, we respectfully request that the Division issue certified paper Certificates of Status for each of the three Entities.
We respectfully request that the Division process all three (3) certificates on an expedited / certified basis. We understand the current expedited/certified fee for issuance of a Certificate of Status to be Eighteen Dollars and Seventy-Five Cents ($18.75) per certificate. Accordingly, enclosed herewith is a check in the amount of Fifty-Six Dollars and Twenty-Five Cents ($56.25), payable to "Florida Department of State," representing the total fee for three (3) certificates at the expedited/certified rate (3 × $18.75 = $56.25).
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process these requests, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information.
We respectfully request that, upon issuance, all three (3) Certificates of Status be sent together via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $56.25 payable to "Florida Department of State"
LETTER 6
NORTH CAROLINA SECRETARY OF STATE
(Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC — Foreign Qualification)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
North Carolina Secretary of State Corporations Division 2 South Salisbury Street Raleigh, North Carolina 27601-2903
Re: Request for Certificates of Existence (Foreign Qualification) — Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC (collectively, the "Entities"), in connection with a commercial financing transaction. Each of the Entities is a Delaware limited liability company that is registered to transact business in the State of North Carolina as a foreign limited liability company. We are writing to request that the North Carolina Secretary of State, Corporations Division, issue two (2) Certificates of Existence (or Certificates of Authorization, as applicable) confirming the foreign registration and good standing in North Carolina of each of the Entities identified in the table below.
Each of the Entities identified above owns and operates a multifamily residential property located in the State of North Carolina, as indicated in the table. Each Entity is registered with the North Carolina Secretary of State as a foreign limited liability company authorized to transact business in North Carolina.
We respectfully request that the North Carolina Secretary of State process both certificates on an expedited basis. We understand the current expedited fee for issuance of a Certificate of Existence to be Thirty Dollars ($30.00) per certificate. Accordingly, enclosed herewith is a check in the amount of Sixty Dollars ($60.00), payable to "NC Secretary of State," representing the total fee for two (2) certificates at the expedited rate (2 × $30.00 = $60.00).
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process these requests, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information.
We respectfully request that, upon issuance, both Certificates of Existence be sent together via overnight delivery to the following address:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Marcus Leung
If you have any questions regarding this request, please do not hesitate to contact me at (212) 558-4127 or by email at marcus.leung@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Leung Associate, Banking & Finance Telephone: (212) 558-4127
Email: marcus.leung@calderwoodharkness.com
Enclosure: Check in the amount of $60.00 payable to "NC Secretary of State"
LETTER 7
TENNESSEE SECRETARY OF STATE
(Fairwater Sun Belt XIV LLC — Foreign Qualification)
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
[Date: ____, 2025]
VIA OVERNIGHT COURIER
Tennessee Secretary of State Division of Business Services William R. Snodgrass Tower 312 Rosa L. Parks Avenue, 6th Floor Nashville, Tennessee 37243
Re: Request for Certificate of Existence (Foreign Qualification) — Fairwater Sun Belt XIV LLC
Dear Sir or Madam:
Calderwood & Harkness LLP is counsel to Fairwater Sun Belt XIV LLC (the "Entity"), in connection with a commercial financing transaction. The Entity is a Delaware limited liability company that is registered to transact business in the State of Tennessee as a foreign limited liability company. We are writing to request that the Tennessee Secretary of State, Division of Business Services, issue one (1) Certificate of Existence confirming the foreign registration and good standing in Tennessee of the Entity identified in the table below.
The Entity owns and operates a multifamily residential property located in the Nashville, Tennessee metropolitan area, as indicated in the table. The Entity is registered with the Tennessee Secretary of State as a foreign limited liability company authorized to transact business in Tennessee.
We respectfully request that the Tennessee Secretary of State process this certificate on an expedited basis. We understand the current expedited fee for issuance of a Certificate of Existence to be Forty Dollars ($40.00) per certificate. Accordingly, enclosed herewith is a check in the amount of Forty Dollars ($40.00), payable to "Tennessee Secretary of State," representing the total fee for one (1) certificate at the expedited rate (1 × $40.00 = $40.00).
If the applicable fee has changed since the date of this letter, or if any additional fee or information is required in order to process this request, please contact the undersigned promptly at the telephone number or email address set forth below so that we may remit any additional amount or provide any supplemental information.