1036-00001 · Banking & Finance practice group · Closing/Diligence

ucc-filing-memo.docx DOCUMENT Finance & Banking

8 / 36 ← → ✕

MEMORANDUM

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

FROM: Marcus Leung, Working Associate, Banking & Finance, Calderwood & Harkness LLP

TO: Lisa Morrow, Lead Associate, Banking & Finance, Calderwood & Harkness LLP

DATE: October 18, 2025

RE: UCC Financing Statement Filing Requirements — $240,000,000 Permanent CMBS Mortgage Loan — Fairwater Sun Belt Portfolio

MATTER NO.: 1036-00001

CLIENT: Fairwater Real Estate Investment Trust

I. EXECUTIVE SUMMARY

The purpose of this memorandum is to summarize all Uniform Commercial Code ("UCC") filing requirements arising in connection with the closing of the $240,000,000 permanent CMBS mortgage loan (the "Permanent Loan") from Clarendon Metropolitan Insurance Company ("Clarendon" or the "Lender") to Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (collectively, the fourteen special purpose entity co-borrowers, the "SPE Borrowers"), which is anticipated to close on or about November 28, 2025. The Permanent Loan will take out and replace the existing $240,000,000 bridge credit facility (the "Bridge Loan") provided by a syndicate led by Kensington National Bank, N.A. ("KNB"), as administrative agent. This memorandum identifies each UCC filing that must be made or obtained in connection with the closing, specifies the relevant filing offices and estimated fees, and provides a proposed timeline for completion.

Three categories of UCC filings are required:

(A) New UCC-1 Financing Statements — Delaware Equity Pledge Filings. Fairwater Operating Partnership, L.P. ("Fairwater OP"), as pledgor, will pledge 100% of its membership interests in each of the fourteen SPE Borrowers to Clarendon as secured party. Because Fairwater OP is organized as a Delaware limited partnership, the appropriate filing jurisdiction is the Delaware Secretary of State. These membership interests constitute "general intangibles" under Article 9 of the UCC, and perfection of the Lender's security interest therein is achieved by filing a UCC-1 financing statement in Delaware.

(B) New UCC-1 Fixture Filings — Property-Level. Fixture filings will be made in the real property records of each county in which a Sun Belt Portfolio property is located, covering fixtures, equipment, and personal property situated at each property. The fourteen properties are located across fourteen counties in five states: Texas, Georgia, Florida, North Carolina, and Tennessee.

(C) UCC-3 Termination Statements — Bridge Loan. Upon repayment of the Bridge Loan from the Permanent Loan proceeds at closing, all existing UCC filings made in connection with the Bridge Loan on behalf of KNB as secured party must be terminated. UCC-3 termination statements must be obtained from KNB (through its counsel, Halcourt Briggs & Devlin LLP) and filed in the Delaware Secretary of State and in each of the fourteen county offices where Bridge Loan fixture filings were recorded on June 30, 2025.

It is important to note that the simultaneous closing structure — whereby the Bridge Loan is being repaid from the proceeds of the Permanent Loan on the same closing date — requires careful coordination of the sequencing of UCC filings and terminations. The Bridge Loan UCC-3 termination statements and the Permanent Loan UCC-1 financing statements and fixture filings must be sequenced or handled concurrently at closing to ensure that (i) the Lender's new security interests are properly perfected as of the closing date and (ii) no gap exists during which the collateral would be encumbered by the Bridge Loan liens without the corresponding Permanent Loan liens in place. In practice, we recommend that the UCC-3 termination statements be obtained in executed form and held in escrow prior to closing, with filing authorization released upon confirmation of the bridge payoff wire and Permanent Loan funding.

We are coordinating with Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix) regarding the preparation and delivery of all UCC-3 termination statements for the Bridge Loan filings. A coordination letter requesting the forms of UCC-3 termination statements and copies of all original UCC-1 filing acknowledgments was sent to Mr. Delacroix on October 10, 2025. We are awaiting his response and will follow up as necessary to maintain the timeline set forth in Section VII below.

The total estimated filing fees for all UCC-related filings in connection with the closing (new filings and terminations) is approximately $1,682.00. A detailed fee schedule is set forth in Section VI of this memorandum.

II. BACKGROUND

A. Transaction Overview

Fairwater Real Estate Investment Trust ("Fairwater REIT" or the "REIT"), a Maryland real estate investment trust listed on the New York Stock Exchange under the ticker symbol FWTR, acquired a fourteen-property multifamily portfolio known as the "Sun Belt Portfolio" (comprising approximately 4,200 apartment units) from Meridian Sunstone Holdings LLC on June 30, 2025, for a total purchase price of $385,000,000 (the "Acquisition"). The Sun Belt Portfolio consists of stabilized, garden-style multifamily communities located in major metropolitan statistical areas across the Sun Belt region, including Austin, San Antonio, Houston, Dallas-Fort Worth, Atlanta, Tampa, Orlando, Jacksonville, Charlotte, Raleigh, and Nashville.

The Acquisition was financed in part with a $240,000,000 bridge credit facility (the "Bridge Loan") bearing interest at a floating rate of the Secured Overnight Financing Rate ("SOFR") plus 500 basis points, provided by a syndicate of lenders led by Kensington National Bank, N.A. ("KNB") as administrative agent. The Bridge Loan has a maturity date of December 31, 2025. The balance of the purchase price was funded with equity contributions from Fairwater OP and existing cash reserves of the REIT.

As the permanent take-out financing, the Permanent Loan will be a $240,000,000 fixed-rate (6.25%) CMBS mortgage loan from Clarendon Metropolitan Insurance Company (NAIC No. 38921), structured with a ten-year term and a thirty-year amortization schedule. The target closing date for the Permanent Loan is November 28, 2025, which will permit simultaneous repayment of the Bridge Loan in advance of its December 31, 2025 maturity. Ashworth McPhail LLP (Joanna C. Wexler) serves as lender's counsel to Clarendon in connection with the Permanent Loan.

B. Borrower and Pledgor Structure

Each of the fourteen properties in the Sun Belt Portfolio is held by a separate, single-purpose Delaware limited liability company (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC), which collectively serve as the fourteen SPE co-borrowers under the Permanent Loan. The use of separate special purpose entities for each property is consistent with standard CMBS structuring requirements designed to ensure bankruptcy remoteness and facilitate potential securitization of the Permanent Loan.

All fourteen SPE Borrowers are wholly owned by Fairwater Operating Partnership, L.P. ("Fairwater OP"), a Delaware limited partnership (EIN 52-2847201). Fairwater OP is the operating partnership entity through which Fairwater REIT conducts substantially all of its business, consistent with the umbrella partnership real estate investment trust (UPREIT) structure. The general partner of Fairwater OP is Fairwater Real Estate Investment Trust (EIN 52-2847193; Maryland State Department of Assessments and Taxation ("SDAT") Entity ID D19483726), which holds a 99.2% partnership interest in Fairwater OP. The remaining 0.8% aggregate partnership interest is held by limited partners who received operating partnership units in connection with prior contribution transactions.

Under the Permanent Loan documents, Fairwater REIT will serve as the carve-out guarantor, providing recourse guarantees for certain "bad boy" acts and environmental liabilities as required under Clarendon's standard CMBS loan documentation.

The collateral package for the Permanent Loan includes: (i) first-priority mortgage liens (or deeds of trust or deeds to secure debt, as applicable under state law) on all fourteen properties; (ii) a pledge of 100% of the membership interests in each of the fourteen SPE Borrowers by Fairwater OP (the "Equity Pledge"); (iii) an assignment of leases and rents with respect to each property; and (iv) security interests in all personal property, equipment, and fixtures located at each property. The UCC filings described in this memorandum are required to perfect the security interests described in items (ii) and (iv) above.

C. Existing Bridge Loan UCC Filings

At the closing of the Bridge Loan on June 30, 2025, UCC-1 financing statements were filed on behalf of Kensington National Bank, N.A., as administrative agent and secured party, in connection with the collateral pledged under the bridge credit facility. Specifically, the Bridge Loan UCC filings included: (a) one or more UCC-1 financing statements filed with the Delaware Secretary of State covering the pledge of membership interests in the fourteen SPE Borrowers by Fairwater OP; and (b) UCC-1 fixture filings in each of the fourteen counties where the Sun Belt Portfolio properties are located, covering fixtures, personal property, and equipment at each property.

These existing Bridge Loan filings must be terminated concurrently with the payoff of the Bridge Loan and the closing of the Permanent Loan. If not terminated, the existing filings on behalf of KNB could cloud Clarendon's lien position and create potential issues for lien priority and future securitization. As noted above, Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix), serving as lender's counsel to KNB, is responsible for preparing and delivering executed UCC-3 termination statements for all Bridge Loan UCC filings. We have requested that Mr. Delacroix provide forms of all UCC-3 termination statements for our review, together with copies of all original UCC-1 filing acknowledgments (including file numbers and filing dates) for the Bridge Loan filings in Delaware and all fourteen counties.

III. CATEGORY A: DELAWARE UCC-1 FILINGS — EQUITY PLEDGE

A. Nature of Collateral

In connection with the Permanent Loan, Fairwater Operating Partnership, L.P. will pledge 100% of its membership interests in each of the fourteen SPE Borrowers to Clarendon Metropolitan Insurance Company as secured party, pursuant to a Pledge and Security Agreement to be executed at closing. This pledge is a critical component of the Permanent Loan collateral package, as it provides the Lender with the ability to exercise remedies at the entity level — including foreclosure on the membership interests and replacement of the SPE managers — in addition to the real property-level remedies available under the mortgages and deeds of trust.

The membership interests being pledged are classified as "general intangibles" under Article 9 of the Uniform Commercial Code, as they do not fall within the definition of a "security" under Article 8 and the operating agreements of the SPE Borrowers do not opt into Article 8 treatment. Under UCC § 9-301(1), perfection of a security interest in general intangibles is governed by the law of the jurisdiction in which the debtor is located. For purposes of Article 9, a registered organization such as a limited partnership is "located" in its state of organization. See UCC § 9-307(e). Because Fairwater OP is organized as a limited partnership under the laws of the State of Delaware, perfection of the security interest in the membership interests must be achieved by filing a UCC-1 financing statement with the Delaware Secretary of State. See UCC § 9-501(a)(2) (requiring filing with the office designated by the state for central filings).

Control is an alternative method of perfection for certain types of collateral under Article 9, but it is generally not available or practical for membership interests in limited liability companies classified as general intangibles. Accordingly, filing a UCC-1 financing statement is the exclusive method of perfection for this collateral.

B. Filing Details

The relevant filing details for the Delaware equity pledge UCC-1 financing statement are as follows:

Filing Office: Delaware Secretary of State, Division of Corporations, Uniform Commercial Code Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. The Delaware Secretary of State accepts UCC filings electronically through its online filing portal, and electronic filings are processed and indexed within one business day of submission.

Number of Filings: We recommend filing a single UCC-1 financing statement listing Fairwater Operating Partnership, L.P. as debtor and Clarendon Metropolitan Insurance Company as secured party, with a collateral description covering 100% of the membership interests in each of the fourteen SPE LLCs. This consolidated approach is permissible under UCC § 9-502(a), which does not require a separate filing for each item or category of collateral, and is the most efficient approach from both a cost and administrative perspective. The alternative would be to file fourteen separate UCC-1 financing statements, one for each SPE Borrower's membership interests, which would result in significantly higher filing fees ($2,534.00 versus $181.00) without any additional legal benefit. We note, however, that certain CMBS lenders prefer separate filings for each SPE Borrower's membership interests, and we should confirm Clarendon's preference with Ashworth McPhail LLP (Joanna C. Wexler) before finalizing the filings.

Debtor Information:

• Debtor Name: Fairwater Operating Partnership, L.P. (exact legal name as reflected in the Certificate of Limited Partnership on file with the Delaware Secretary of State; the debtor name on the UCC-1 must exactly match the name on the public organic record, consistent with UCC § 9-503(a)(1))

• Debtor Organizational ID: Delaware limited partnership file number (to be confirmed from the Certificate of Limited Partnership on file with the Delaware Secretary of State; this should be available from the organizational documents in our closing binder or obtainable from a search of the Delaware Division of Corporations records)

• Debtor Jurisdiction of Organization: Delaware

• Debtor Type: Registered organization — limited partnership

• Debtor Mailing Address: 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044 (principal office of Fairwater OP, care of Fairwater REIT headquarters)

Secured Party Information:

• Secured Party Name: Clarendon Metropolitan Insurance Company

• Secured Party Mailing Address: 1 MetroTech Center, Brooklyn, NY 11201

Collateral Description: The collateral description on the UCC-1 financing statement should read as follows:

"All of Debtor's right, title and interest in and to 100% of the membership interests in each of: Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, Fairwater Sun Belt V LLC, Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, Fairwater Sun Belt VIII LLC, Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC, together with all distributions, proceeds, and products thereof."

This description is sufficiently specific to satisfy the requirements of UCC § 9-504, which permits a collateral description by specific listing, category, type of collateral, or any other method that reasonably identifies the collateral. Supergeneric descriptions (e.g., "all assets") are not permitted for commercial tort claims and are generally disfavored for CMBS transactions; the specific listing approach used here is the standard practice for equity pledge filings in CMBS lending transactions.

C. Filing Fee

The Delaware Secretary of State charges a standard filing fee of $181.00 per UCC-1 financing statement for filings submitted electronically through the Delaware SOS portal. This is a flat fee regardless of the number of pages in the financing statement or the scope of the collateral description.

If the single consolidated filing approach is adopted (as recommended), the total filing fee for the Delaware equity pledge UCC-1 will be $181.00. If Clarendon requires fourteen separate filings, the total filing fee would be $181.00 × 14 = $2,534.00. We strongly recommend the single consolidated filing for cost efficiency, subject to Lender confirmation.

D. Search Requirement

Prior to filing the new UCC-1 financing statement, a pre-filing UCC search must be conducted against Fairwater Operating Partnership, L.P. in the Delaware Secretary of State's records. The purpose of this search is to: (i) confirm that no existing liens or security interests encumber the SPE membership interests other than the Bridge Loan filings (which will be terminated at closing); (ii) identify the exact file numbers and filing dates of the existing Bridge Loan UCC-1 filing(s) in Delaware, which will be necessary for the preparation and filing of the UCC-3 termination statements; and (iii) verify the exact legal name of Fairwater OP as it appears in the Delaware records, to ensure accuracy of the debtor name on the new UCC-1.

The fee for a Delaware UCC search is approximately $50.00 for a certified search through the Delaware Secretary of State's office. We should order this search promptly and in any event no later than October 25, 2025, as set forth in the timeline in Section VII below.

IV. CATEGORY B: UCC-1 FIXTURE FILINGS — PROPERTY-LEVEL

A. Nature of Collateral

In addition to the equity pledge described in Section III, the Permanent Loan security package includes security interests in all fixtures, personal property, and equipment located at each of the fourteen Sun Belt Portfolio properties. These items include, without limitation, appliances, HVAC systems, water heaters, lighting fixtures, cabinetry, carpeting, fitness center equipment, pool equipment, laundry room machines, maintenance equipment, security systems, telecommunications equipment, signage, landscaping equipment, and other tangible personal property and fixtures permanently affixed to or used in connection with the operation of each multifamily property.

Under UCC § 9-501(a)(1)(B), a financing statement filed as a fixture filing must be filed in the office designated for the filing or recording of a record of a mortgage on the related real property — that is, in the real property records of the county (or equivalent local filing office) where the property is located. This is in contrast to filings covering non-fixture personal property and general intangibles, which are generally filed with the secretary of state in the debtor's state of organization. Because the collateral in this category consists of fixtures and property associated with the real estate, the appropriate filing office for each fixture filing is the county-level real property recording office in the county where the relevant property is situated.

Each SPE Borrower is the debtor for the fixture filing related to its respective property, as each SPE is the owner of the property and the grantor of the security interest under the applicable mortgage and security agreement. Clarendon Metropolitan Insurance Company is the secured party on each filing.

Each UCC-1 fixture filing must comply with the requirements of UCC § 9-502(b), which provides that a financing statement filed as a fixture filing must: (i) indicate that it covers fixtures; (ii) indicate that it is to be filed in the real property records; (iii) provide a description of the real property to which the fixtures relate that is sufficient to give constructive notice of the filing under real property law (typically by including the legal description of the property, as such descriptions appear in the recorded mortgage instrument); and (iv) identify the record owner of the real property if the debtor does not have an interest of record (in this case, each SPE debtor is the record owner, so this requirement is satisfied by the debtor name itself, but inclusion of the record owner name is a best practice and should be included).

B. Filing Schedule — By State and County

The following subsections identify each property in the Sun Belt Portfolio by state and county, the applicable SPE debtor, the property name and location, and the relevant county filing office. Estimated filing fees are provided based on our review of each county's fee schedule as currently posted; all fees are subject to confirmation with the applicable filing offices closer to the closing date.

Texas (5 Properties / 5 Counties).

County Determination Note: The city of Katy, Texas straddles the border of Harris County and Fort Bend County. The Cypress Bend property's exact county location must be confirmed based on the legal description set forth in the title commitment issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the property survey. Similarly, the city of Frisco, Texas straddles the border of Collin County and Denton County, and the Heritage at Stonebriar property's county must be confirmed from the same sources. If any property straddles a county line (i.e., has parcels in more than one county), a fixture filing would be required in each applicable county. We do not believe this is the case based on our preliminary review, but confirmation from the title commitments is required.

Additionally, the Willowbrook Terrace property in Sugar Land, Texas and the Cypress Bend property in Katy, Texas may both be located in Fort Bend County, depending on the exact location of the Cypress Bend property. If both are in Fort Bend County, separate fixture filings would still be required for each property (as each has a different debtor), but both would be filed with the Fort Bend County Clerk. This will be clarified once the county determination is finalized.

Texas Filing Fees: In Texas, UCC fixture filings are recorded with the County Clerk's office. Texas county clerks generally charge a fee of $25.00 for the first page and $4.00 for each additional page of a recorded document. Fixture filings typically run three to five pages (including the addendum with the real property legal description), resulting in an estimated fee of approximately $50.00 to $75.00 per filing. For budgeting purposes, we estimate $60.00 per filing.

Total Estimated Texas Fixture Filing Fees: 5 filings × ~$60.00 = ~$300.00

Georgia (3 Properties / 3 Counties).

In Georgia, UCC fixture filings are filed with the Clerk of the Superior Court in the county where the real property is located, as that office serves as the real property recording office in Georgia. Georgia does not have a separate "recorder" or "register of deeds" office; the Superior Court Clerk handles all real property recordings.

Georgia Filing Fees: Georgia Superior Court Clerks generally charge a filing fee of approximately $25.00 per UCC fixture filing. This fee may vary slightly by county and is subject to confirmation.

Total Estimated Georgia Fixture Filing Fees: 3 filings × ~$25.00 = ~$75.00

Florida (3 Properties / 3 Counties).

In Florida, UCC fixture filings are filed with the Comptroller (or Clerk of the Circuit Court) in the county where the real property is located. It is important to note that Florida maintains a dual filing system for UCC financing statements: non-fixture UCC-1 financing statements covering personal property and general intangibles are filed centrally with the Florida Secured Transaction Registry administered by the Florida Department of State, while fixture filings are filed locally with the county comptroller in the county where the real property is located. Because the filings at issue here are fixture filings, they are filed locally only and do not require a parallel filing with the Florida Department of State.

Florida Filing Fees: Florida county comptrollers generally charge a recording fee based on the number of pages, typically approximately $10.00 per page. Fixture filings typically run three to five pages, resulting in an estimated fee of approximately $30.00 to $50.00 per filing. For budgeting purposes, we estimate $40.00 per filing.

Total Estimated Florida Fixture Filing Fees: 3 filings × ~$40.00 = ~$120.00

North Carolina (2 Properties / 2 Counties).

In North Carolina, UCC fixture filings are filed with the Register of Deeds in the county where the real property is located, as the Register of Deeds serves as the real property recording office in each North Carolina county.

North Carolina Filing Fees: North Carolina Registers of Deeds generally charge a recording fee of approximately $26.00 for the first page and $4.00 for each additional page. Fixture filings typically run three to five pages, resulting in an estimated fee of approximately $40.00 to $60.00 per filing. For budgeting purposes, we estimate $50.00 per filing.

Total Estimated North Carolina Fixture Filing Fees: 2 filings × ~$50.00 = ~$100.00

Tennessee (1 Property / 1 County).

In Tennessee, UCC fixture filings are filed with the Register of Deeds in the county where the real property is located. Davidson County encompasses the city of Nashville, and the Davidson County Register of Deeds accepts filings both in person and electronically.

Tennessee Filing Fees: The Davidson County Register of Deeds charges a base recording fee of approximately $15.00, with additional per-page charges that bring the estimated total to approximately $30.00 to $50.00 per filing. For budgeting purposes, we estimate $40.00 for this filing.

Total Estimated Tennessee Fixture Filing Fee: 1 filing × ~$40.00 = ~$40.00

C. Fixture Filing Summary Table

The following table summarizes the fixture filing requirements across all five states:

D. Common Filing Requirements for Fixture Filings

Each of the fourteen UCC-1 fixture filings must comply with the following requirements, which are common across all jurisdictions:

1. Debtor Name. Each fixture filing must identify the applicable SPE Borrower as debtor by its exact legal name as set forth in its Certificate of Formation on file with the Delaware Secretary of State. Under UCC § 9-503(a)(1), for a registered organization, the debtor name on the financing statement must be the name of the debtor indicated on the public organic record of the debtor's jurisdiction of organization. Any deviation from the exact legal name — including differences in punctuation, abbreviation, or spacing — could render the filing "seriously misleading" under UCC § 9-506(b) and thus ineffective to perfect the security interest. Accordingly, the exact legal name of each SPE must be confirmed from the Delaware records before the fixture filings are finalized.

2. Secured Party Name and Address. Each fixture filing must identify Clarendon Metropolitan Insurance Company as the secured party, with its address at 1 MetroTech Center, Brooklyn, NY 11201.

3. Collateral Description. Each fixture filing must include a description of the collateral that reasonably identifies the fixtures, equipment, and personal property located at the applicable property. The collateral description should be consistent with the collateral description set forth in the applicable security agreement and mortgage instrument. A typical collateral description for a CMBS fixture filing would cover "all fixtures, equipment, machinery, building materials, furniture, furnishings, and articles of personal property now or hereafter attached to, contained in, or used in connection with the Property" (with "Property" defined by reference to the legal description of the real property).

4. Real Property Description. Each fixture filing must include a description of the related real property that is sufficient to give constructive notice of the filing under the real property recording laws of the applicable state. This will typically be the full legal description of the property (metes and bounds, lot and block, or plat reference) as set forth in the recorded mortgage or deed of trust instrument. The legal descriptions should be obtained from the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and cross-referenced against the survey descriptions to ensure accuracy.

5. Indication of Fixture Filing. Each UCC-1 must indicate that it covers fixtures and that it is to be filed in the real property records. On the standard UCC-1 form (Form UCC1), this is accomplished by checking the applicable boxes in Item 6 (indicating "This FINANCING STATEMENT covers ... fixtures") and by filing the document in the real property recording office rather than with the secretary of state.

6. Record Owner of Real Property. Each fixture filing must include the name of the record owner of the real property if the debtor does not have an interest of record in the real property. In this case, each SPE debtor is the record owner of its respective property, so this requirement is satisfied by the identification of the debtor itself. However, as a best practice, we will include a specific indication of the record owner name on each fixture filing.

7. Debtor Organizational Information. Each SPE Borrower is organized as a limited liability company under the laws of the State of Delaware. The Delaware file number for each SPE should be included on the UCC-1 form (in the organizational ID field), together with an indication of "Delaware" as the jurisdiction of organization and "LLC" as the type of organization. The Delaware file numbers for each SPE must be confirmed from the organizational documents in our closing binder or from a search of the Delaware Division of Corporations records.

8. Debtor Address. The mailing address for each SPE debtor should be listed as: c/o Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044. This is the principal office address where all correspondence for the SPE Borrowers is received.

V. CATEGORY C: UCC-3 TERMINATION STATEMENTS — BRIDGE LOAN

A. Overview. Upon the repayment of the $240,000,000 Bridge Loan from the proceeds of the Permanent Loan at closing, all UCC filings made in connection with the Bridge Loan must be terminated by the filing of UCC-3 termination statements. Termination of these filings is essential to (i) clear the Lender's lien position under the Permanent Loan, (ii) satisfy the Permanent Loan closing conditions requiring that no prior liens or security interests encumber the collateral (other than the Permanent Loan liens), and (iii) ensure clean title to and perfection of Clarendon's security interests in the pledged membership interests and the fixture collateral at each property.

Kensington National Bank, N.A., as administrative agent under the Bridge Loan and the secured party of record on all Bridge Loan UCC filings, is obligated under the terms of the bridge credit agreement to deliver UCC-3 termination statements for all UCC filings upon repayment of the Bridge Loan in full. Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix), serving as lender's counsel to KNB, is responsible for preparing these termination documents on behalf of KNB.

Calderwood & Harkness LLP sent a coordination letter to Halcourt Briggs & Devlin LLP dated October 10, 2025, requesting, among other items: (a) the forms of all UCC-3 termination statements for Bridge Loan filings; (b) copies of all original UCC-1 filing acknowledgments (with file numbers and filing dates) for the Bridge Loan filings in Delaware and all fourteen counties; and (c) confirmation of KNB's authorization to file the UCC-3 termination statements upon receipt of the bridge payoff. We are awaiting a response from Mr. Delacroix and will follow up as necessary to ensure that all termination documents are received in sufficient time for our review prior to closing.

B. Bridge Loan UCC Filings to Be Terminated

Delaware Equity Pledge Filings. At the Bridge Loan closing on June 30, 2025, one or more UCC-1 financing statements were filed with the Delaware Secretary of State naming Fairwater Operating Partnership, L.P. as debtor and Kensington National Bank, N.A. (as administrative agent) as secured party, covering 100% of the membership interests in each of the fourteen SPE Borrowers. The corresponding UCC-3 termination statement(s) must be filed with the Delaware Secretary of State to terminate these filings. The UCC-3 termination form requires the file number of the initial UCC-1 financing statement, the name of the debtor, and the name of the secured party.

The filing fee for a UCC-3 termination statement with the Delaware Secretary of State is $181.00 per filing.

Fixture Filings in Property Counties. At the Bridge Loan closing on June 30, 2025, UCC-1 fixture filings were made in each of the fourteen counties where the Sun Belt Portfolio properties are located, naming the applicable SPE Borrower as debtor and Kensington National Bank, N.A. (as administrative agent) as secured party. UCC-3 termination statements must be filed in each of the same fourteen county offices to terminate these fixture filings.

The filing fees for UCC-3 termination statements at the county level will generally follow the same fee schedule as new UCC-1 fixture filings in each county (as outlined in Section IV.B above), although certain counties may charge a reduced fee for termination filings. For budgeting purposes, we have assumed that the UCC-3 termination fees will mirror the new fixture filing fees, resulting in an estimated total of approximately $635.00 for the fourteen county-level termination filings.

C. Coordination and Sequencing

The coordination and sequencing of the Bridge Loan UCC-3 terminations and the Permanent Loan UCC-1 filings is a critical aspect of the closing process. Because the Bridge Loan is being repaid from the proceeds of the Permanent Loan on the same closing date, the following sequence of events must be carefully orchestrated:

1. Pre-Closing Escrow: We recommend obtaining fully executed UCC-3 termination statements from KNB/Halcourt Briggs & Devlin LLP in escrow prior to the closing date. These termination statements should be delivered to Calderwood & Harkness (or to the closing escrow agent, if applicable) with authorization from KNB to file the termination statements upon confirmation that (a) the Permanent Loan has funded, (b) the bridge payoff wire has been transmitted and confirmed, and (c) all Permanent Loan closing conditions have been satisfied.

2. Simultaneous Filing: On the closing date, the new UCC-1 filings for the Permanent Loan (Delaware equity pledge and fourteen county fixture filings) and the UCC-3 termination statements for the Bridge Loan should be filed simultaneously or in immediate sequence. In practice, this means that the filing agent or local counsel in each jurisdiction should be instructed to file both the UCC-3 termination and the new UCC-1 on the same day, with the UCC-3 filed first (or concurrently with) the new UCC-1, to the extent possible.

3. Gap Period Considerations: Because the Bridge Loan filings and the Permanent Loan filings both cover the same collateral, there is a theoretical risk of a brief "gap" during which the Bridge Loan liens have been terminated but the Permanent Loan liens have not yet been filed. This gap is mitigated by the simultaneous filing approach and by the fact that UCC filings are effective upon filing (or, in some jurisdictions, upon acceptance by the filing office), not upon recording. Additionally, the Permanent Loan lender will have contractual protections under the loan agreement requiring the borrower to maintain the lien-free status of the collateral during any such gap period.

4. Review of Termination Statements: All UCC-3 termination statements prepared by Halcourt Briggs & Devlin LLP should be reviewed by Calderwood & Harkness prior to closing to confirm the accuracy of: (a) the file numbers of the original UCC-1 filings being terminated; (b) the debtor names; (c) the secured party names; and (d) the indication that each filing is being terminated in its entirety (as opposed to a partial amendment or release). Any errors in the termination statements could result in the filings remaining of record and creating a cloud on Clarendon's lien position.

5. Request for Filing Acknowledgments: As noted above, we have requested from Halcourt Briggs & Devlin LLP copies of all original UCC-1 filing acknowledgments for the Bridge Loan filings, including file numbers and filing dates. These acknowledgments are essential for the preparation of the UCC-3 termination statements and should be obtained as soon as possible.

D. Estimated UCC-3 Termination Filing Fees

The estimated filing fees for the UCC-3 termination statements are summarized below. These fees will either be paid by the Borrower or charged to KNB, depending on the allocation of termination costs under the bridge credit agreement.

• Delaware UCC-3 termination (Secretary of State): ~$181.00

• 14 county fixture filing terminations (mirroring new filing fees): ~$635.00

• Total estimated UCC-3 termination fees: ~$816.00

We should confirm under the bridge credit agreement (likely in the provisions governing the release of collateral upon repayment) whether the Borrower or the Lender bears the cost of preparing and filing UCC-3 termination statements. Under customary bridge loan documentation, the cost of preparing and filing UCC-3 termination statements is typically borne by the borrower as part of the repayment and release process. However, the specific language of the KNB bridge credit agreement should be reviewed to confirm this allocation, and the applicable fees should be included in the Estimated Closing Costs Memorandum being prepared separately.

VI. CONSOLIDATED FEE SCHEDULE

The following table sets forth a consolidated summary of all estimated UCC filing fees in connection with the closing of the Permanent Loan:

All amounts set forth above are estimates based on our review of currently published filing fee schedules for the applicable filing offices. These amounts will be confirmed with each filing office closer to the closing date and will be updated accordingly. The confirmed amounts will be included in the Estimated Closing Costs Memorandum and the Funds Flow Memorandum being prepared separately for the Permanent Loan closing.

We note that additional filing fees may be incurred if (i) Clarendon requires fourteen separate Delaware UCC-1 filings rather than a single consolidated filing (which would increase Category A fees by $2,353.00), (ii) any property is located in more than one county (requiring additional fixture filings), or (iii) any county charges fees in excess of our current estimates. We will report any material changes to the fee estimates as they become known.

VII. TIMELINE AND ACTION ITEMS

A. Pre-Closing (Now through November 14, 2025)

The following pre-closing action items should be completed in the timeframes indicated below:

1. Immediately (by October 21, 2025): Obtain from Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix) copies of all UCC-1 filing acknowledgments (including file numbers and filing dates) for all Bridge Loan filings in Delaware and all fourteen counties. This request was made in our coordination letter dated October 10, 2025 to Mr. Delacroix. If we have not received a response by October 21, 2025, a follow-up communication should be sent and, if necessary, we should coordinate with Lisa Morrow to escalate through senior counsel or directly with KNB's relationship manager.

2. By October 25, 2025: Conduct a comprehensive UCC search in the Delaware Secretary of State's records against Fairwater Operating Partnership, L.P. as debtor. The purpose of this search is to identify all existing UCC filings encumbering the SPE membership interests and to confirm that no liens exist other than the Bridge Loan filings (which will be terminated at closing). The search results should be reviewed promptly upon receipt, and any unexpected filings should be flagged for immediate investigation and resolution.

3. By November 1, 2025: Prepare and finalize all new UCC-1 financing statements for the Permanent Loan, including: (a) one Delaware equity pledge UCC-1 financing statement (or fourteen separate filings, if required by the Lender); and (b) fourteen county fixture filing UCC-1 financing statements (one per property). Draft forms of all filings should be circulated to Ashworth McPhail LLP (Joanna C. Wexler) for the Lender's review and approval. Lender comments, if any, should be incorporated and final forms approved by no later than November 14, 2025.

4. By November 1, 2025: Confirm the exact county of filing for: (a) the Cypress Bend property in Katy, Texas (Harris County or Fort Bend County); and (b) the Heritage at Stonebriar property in Frisco, Texas (Collin County or Denton County). These determinations must be made based on the legal descriptions set forth in the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the property surveys. Please coordinate with the title team to obtain the relevant legal descriptions as soon as possible.

5. By November 7, 2025: Receive fully executed UCC-3 termination statements from Halcourt Briggs & Devlin LLP for all Bridge Loan filings (Delaware equity pledge and fourteen county fixture filings). These termination statements should be delivered to Calderwood & Harkness to be held in escrow pending the closing. All termination statements should be reviewed by Calderwood & Harkness upon receipt to confirm accuracy of file numbers, debtor names, secured party names, and the completeness of each termination.

6. By November 7, 2025: Confirm filing procedures, accepted filing methods (electronic, mail, or in-person only), and estimated turnaround times for each of the fourteen county filing offices. Identify any counties that do not accept electronic filings or that require in-person delivery, and make arrangements for local counsel or a national filing agent to handle such filings. Additionally, identify any county offices that may have recording backlogs or extended processing times that could affect the timing of filing acknowledgments.

B. At Closing (Target: November 28, 2025)

The following actions should be taken at or immediately upon closing:

1. File Delaware UCC-1 (Equity Pledge): File the Delaware equity pledge UCC-1 financing statement with the Delaware Secretary of State via the electronic filing portal. Same-day electronic filing is available, and the filing should be submitted as soon as possible after confirmation of Permanent Loan funding and Bridge Loan payoff.

2. File 14 County Fixture Filings: Coordinate with local counsel or filing agents in each of the five states (Texas, Georgia, Florida, North Carolina, and Tennessee) to file all fourteen county fixture filings in the applicable real property recording offices on the closing date. For counties that accept electronic filing, filings should be submitted electronically. For counties that require in-person delivery or mail filing, arrangements should be made in advance to ensure that filings are submitted on the closing date.

3. Authorize Release and Filing of UCC-3 Terminations: Upon confirmation that (a) the Permanent Loan has funded, (b) the bridge payoff wire has been transmitted and confirmed by KNB, and (c) all Permanent Loan closing conditions have been satisfied, authorize the release and filing of all UCC-3 termination statements for the Bridge Loan filings (one or more Delaware terminations and fourteen county terminations). Filing authorization should be communicated simultaneously to Halcourt Briggs & Devlin LLP (or the filing agent handling the terminations) and to local counsel or filing agents in each county.

4. Obtain Filing Acknowledgments: Obtain filing acknowledgments (including file numbers and filing dates) for all new UCC-1 filings from the Delaware Secretary of State and each of the fourteen county filing offices. Copies of all filing acknowledgments should be delivered to Clarendon Metropolitan Insurance Company and Ashworth McPhail LLP as promptly as practicable following closing.

C. Post-Closing (Within 5 Business Days After Closing)

1. Confirm Receipt of Filing Acknowledgments: Confirm receipt of filing acknowledgments from the Delaware Secretary of State and all fourteen county filing offices for the new UCC-1 filings. Follow up with any filing offices that have not provided acknowledgments within the expected processing time. Prepare a summary log of all new UCC-1 filings (including file numbers, filing dates, and filing offices) for the post-closing deliverables package.

2. Confirm UCC-3 Bridge Terminations Processed: Confirm that all UCC-3 termination statements for the Bridge Loan filings have been accepted and processed by the Delaware Secretary of State and each of the fourteen county filing offices. Obtain copies of all UCC-3 filing acknowledgments from Halcourt Briggs & Devlin LLP or the applicable filing agents. If any termination filing is rejected or returned for correction, coordinate with Halcourt Briggs immediately to resolve and refile.

3. Deliver Certified Copies to Lender: Deliver certified copies of all new UCC-1 filings (Delaware equity pledge and fourteen county fixture filings) to Clarendon Metropolitan Insurance Company as part of the post-closing deliverables required under the Permanent Loan agreement. The specific post-closing delivery deadline should be confirmed from the loan agreement (typically within thirty days after closing), and the deliverables should be assembled and transmitted in accordance with the post-closing requirements letter to be issued by Ashworth McPhail LLP.

4. Calendar Continuation Filing Dates: Under UCC § 9-515(a), a filed financing statement is effective for a period of five years after the date of filing. If a continuation statement is not filed within the six-month window preceding the five-year lapse date (i.e., between four years and six months and five years after the original filing date), the financing statement will lapse and the perfection of the secured party's security interest will terminate. Accordingly, a continuation filing (UCC-3 continuation statement) must be filed for each UCC-1 financing statement within the required window. For a closing date of November 28, 2025, the five-year lapse date would be November 28, 2030, and the continuation filing window would open on May 28, 2030. Calendar these dates in the firm's docketing system and set a reminder for no later than April 1, 2030, to prepare and file continuation statements for all filings.

VIII. LOCAL COUNSEL COORDINATION

Filing UCC-1 fixture filings in fourteen county recording offices across five states will require coordination with local counsel or a national filing agent in each jurisdiction. Fixture filings in certain jurisdictions may have specific format requirements, local filing conventions, or procedural nuances that differ from the standard UCC-1 form, and some county offices may require in-person filing or have limited electronic filing capabilities. Engagement of local counsel or a filing agent with experience in each jurisdiction will help ensure that all filings are accepted on the first submission and that no filings are rejected due to technical or formatting deficiencies.

The states in which fixture filings will be made, and the number of counties in each state, are as follows:

• Texas: 5 counties (Travis, Bexar, Harris or Fort Bend, Fort Bend, Collin or Denton)

• Georgia: 3 counties (Fulton, Cobb, Gwinnett)

• Florida: 3 counties (Hillsborough, Orange, Duval)

• North Carolina: 2 counties (Mecklenburg, Wake)

• Tennessee: 1 county (Davidson)

In many CMBS transactions, the same local counsel firms engaged to record the mortgage instruments and deliver local counsel opinion letters at closing also coordinate the filing of fixture filings in their respective jurisdictions. This is an efficient approach that avoids the need to engage separate filing agents and ensures consistency between the mortgage recordings and the fixture filings.

We should confirm with Lisa Morrow and Philip Hartmann (senior partner on the Fairwater engagement) whether local counsel have already been retained in each of the five states for mortgage recording and opinion delivery. If local counsel have been retained, we should coordinate with each firm to include fixture filing responsibilities within their engagement scope. If local counsel have not yet been engaged in any jurisdiction, we should promptly identify and retain qualified firms or, alternatively, engage a national filing agent (such as Hollowell Technologies, Fenmore Health IT, or Ridgeline Solutions) to handle the fixture filings in those jurisdictions.

For each jurisdiction, local counsel (or the filing agent) should be provided with: (a) the form of UCC-1 fixture filing for each property in their jurisdiction; (b) the legal description of each property (from the title commitment and/or recorded mortgage); (c) filing instructions specifying the target filing date and any filing method preferences (electronic, in-person, or mail); and (d) a funding wire or check for the applicable filing fees. Local counsel should be instructed to file the fixture filings on the closing date and to promptly return copies of the filed and acknowledged documents to Calderwood & Harkness for inclusion in the post-closing deliverables package.

IX. OPEN ITEMS AND QUESTIONS

The following items remain open and require resolution prior to the finalization of the UCC filings. We will address each of these items in the timeframes set forth in Section VII and will circulate updated information as it becomes available.

1. Lender Filing Preferences. Confirm with Ashworth McPhail LLP (Joanna C. Wexler) whether Clarendon Metropolitan requires any additional UCC-1 filings beyond the equity pledge filing in Delaware and the fixture filings in the fourteen counties. Certain CMBS lenders require "belt and suspenders" filings — for example, UCC-1 filings against each SPE Borrower at the Delaware Secretary of State covering personal property not captured by the fixture filings (such as accounts, general intangibles, and chattel paper associated with each property). If Clarendon requires such additional filings, they would increase the total number of filings and associated costs.

2. Consolidated vs. Separate Delaware Filing. Confirm whether a single consolidated Delaware UCC-1 financing statement covering all fourteen SPE membership interests is acceptable to Clarendon, or whether the Lender requires fourteen separate UCC-1 filings (one per SPE). As noted above, the cost difference is significant ($181.00 for a single filing versus $2,534.00 for fourteen separate filings), and there is no legal distinction in terms of perfection effectiveness. However, some CMBS lenders and servicers prefer separate filings for each SPE to facilitate future servicing, securitization, or potential individual property releases.

3. Delaware File Numbers. Obtain the exact Delaware file numbers for Fairwater Operating Partnership, L.P. and each of the fourteen SPE LLCs (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) from the organizational documents in our files or from a search of the Delaware Division of Corporations records. These file numbers are required fields on the UCC-1 financing statement form and must be accurately stated.

4. County Determination for Katy and Frisco Properties. Confirm the county of filing for: (a) the Cypress Bend property in Katy, Texas (Harris County or Fort Bend County); and (b) the Heritage at Stonebriar property in Frisco, Texas (Collin County or Denton County). This determination must be based on the legal descriptions set forth in the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the ALTA/NSPS surveys for each property. We should request the relevant title commitments from the title team as soon as possible.

5. Holiday Closures and Filing Backlogs. Verify whether any of the fourteen county filing offices will be closed or operating on reduced schedules during the week of November 24–28, 2025, which is Thanksgiving week. The target closing date of November 28, 2025 falls on Friday of Thanksgiving week, and it is possible that some county offices may be closed on that date or may have reduced staffing. If any county office is unavailable for filing on November 28, we will need to arrange for advance filing (with the filing held in escrow or released upon authorization) or engage local counsel to file in person on the closing date. This is a potentially significant logistical issue that should be investigated promptly.

6. Closing Costs and Funds Flow Coordination. Coordinate with Lisa Morrow on the inclusion of all UCC filing fees (new filings and termination filings) in the Estimated Closing Costs Memorandum and the Funds Flow Memorandum being prepared for the Permanent Loan closing. The estimated total of approximately $1,682.00 in UCC filing fees should be allocated to the appropriate line items in those documents, with a notation that the amounts are subject to confirmation with filing offices.

Please let me know if you have any questions or if you would like to discuss any of the matters addressed in this memorandum. I am available to set up a call at your convenience to review the filing schedule and timeline, and to coordinate the resolution of the open items identified above.

Marcus Leung Working Associate Banking & Finance Group Calderwood & Harkness LLP Direct: (212) 555-4837 marcus.leung@calderwoodharkness.com

X. ATTACHMENTS

The following attachments will be appended to this memorandum as they are prepared or obtained:

Attachment A: Draft UCC-1 Financing Statement — Delaware Equity Pledge (Fairwater Operating Partnership, L.P. as debtor; Clarendon Metropolitan Insurance Company as secured party; covering 100% of membership interests in each of the fourteen SPE Borrowers). To be prepared.

Attachment B: Form UCC-1 Fixture Filing — Template for County Filings (to be customized for each property with applicable debtor name, collateral description, and legal description of real property). To be prepared.

Attachment C: Table of County Filing Office Contact Information and Filing Procedures (listing each of the fourteen county filing offices, mailing addresses, telephone numbers, electronic filing capabilities, accepted payment methods, and estimated processing/turnaround times). To be compiled.

Attachment D: UCC Search Results — Fairwater Operating Partnership, L.P. (Delaware Secretary of State) (certified UCC search report identifying all existing UCC filings against Fairwater OP in Delaware). To be obtained; search to be conducted by October 25, 2025.

This memorandum has been prepared for internal use by Calderwood & Harkness LLP in connection with the representation of Fairwater Real Estate Investment Trust. This memorandum is protected by the attorney-client privilege and the attorney work product doctrine and is not intended for distribution to any person or entity outside the firm without the prior authorization of the responsible partner. The information and analysis contained herein are based on our current understanding of the transaction and applicable law and are subject to revision as additional information becomes available.

SPE Debtor	Property Name	City	County	Filing Office
Fairwater Sun Belt I LLC	Ridgewater at Lakeline	Austin, TX	Travis County	Travis County Clerk
Fairwater Sun Belt II LLC	Sagebrush Commons	San Antonio, TX	Bexar County	Bexar County Clerk
Fairwater Sun Belt III LLC	Cypress Bend	Katy, TX	Harris County (or Fort Bend County — to be confirmed from legal description)	Harris County Clerk (or Fort Bend County Clerk)
Fairwater Sun Belt IV LLC	Willowbrook Terrace	Sugar Land, TX	Fort Bend County	Fort Bend County Clerk
Fairwater Sun Belt V LLC	Heritage at Stonebriar	Frisco, TX	Collin County (or Denton County — to be confirmed from legal description)	Collin County Clerk (or Denton County Clerk)
SPE Debtor	Property Name	City	County	Filing Office
Fairwater Sun Belt VI LLC	Peachtree Crossings	Alpharetta, GA	Fulton County	Fulton County Superior Court Clerk
Fairwater Sun Belt VII LLC	Cumberland Ridge	Smyrna, GA	Cobb County	Cobb County Superior Court Clerk
Fairwater Sun Belt VIII LLC	Sugarloaf Station	Duluth, GA	Gwinnett County	Gwinnett County Superior Court Clerk
SPE Debtor	Property Name	City	County	Filing Office
Fairwater Sun Belt IX LLC	Bayshore Landings	Tampa, FL	Hillsborough County	Hillsborough County Comptroller
Fairwater Sun Belt X LLC	Solara at Millenia	Orlando, FL	Orange County	Orange County Comptroller
Fairwater Sun Belt XI LLC	Riverside Preserve	Jacksonville, FL	Duval County	Duval County Comptroller
SPE Debtor	Property Name	City	County	Filing Office
Fairwater Sun Belt XII LLC	Stonewall Flats	Charlotte, NC	Mecklenburg County	Mecklenburg County Register of Deeds
Fairwater Sun Belt XIII LLC	Crabtree Pointe	Raleigh, NC	Wake County	Wake County Register of Deeds
SPE Debtor	Property Name	City	County	Filing Office
Fairwater Sun Belt XIV LLC	Harpeth Valley	Nashville, TN	Davidson County	Davidson County Register of Deeds
State	Number of Properties	Number of Counties	Estimated Fees
Texas	5	5	~$300.00
Georgia	3	3	~$75.00
Florida	3	3	~$120.00
North Carolina	2	2	~$100.00
Tennessee	1	1	~$40.00

Total	14	14	~$635.00
Category	Description	Number of Filings	Estimated Fee Per Filing	Total Estimated Fees
A	Delaware UCC-1 (equity pledge)	1	$181.00	$181.00
A	Delaware UCC search (pre-filing)	1	$50.00	$50.00
B	Texas fixture filings	5	~$60.00	~$300.00
B	Georgia fixture filings	3	~$25.00	~$75.00
B	Florida fixture filings	3	~$40.00	~$120.00
B	North Carolina fixture filings	2	~$50.00	~$100.00
B	Tennessee fixture filing	1	~$40.00	~$40.00
C	Delaware UCC-3 termination (bridge)	1	$181.00	$181.00
C	County UCC-3 terminations (bridge)	14	~$25.00–$60.00	~$635.00
TOTAL	~$1,682.00

MEMORANDUM
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
FROM: Marcus Leung, Working Associate, Banking & Finance, Calderwood & Harkness LLP
TO: Lisa Morrow, Lead Associate, Banking & Finance, Calderwood & Harkness LLP
DATE: October 18, 2025
RE: UCC Financing Statement Filing Requirements — $240,000,000 Permanent CMBS Mortgage Loan — Fairwater Sun Belt Portfolio
MATTER NO.: 1036-00001
CLIENT: Fairwater Real Estate Investment Trust
I. EXECUTIVE SUMMARY
The purpose of this memorandum is to summarize all Uniform Commercial Code ("UCC") filing requirements arising in connection with the closing of the $240,000,000 permanent CMBS mortgage loan (the "Permanent Loan") from Clarendon Metropolitan Insurance Company ("Clarendon" or the "Lender") to Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (collectively, the fourteen special purpose entity co-borrowers, the "SPE Borrowers"), which is anticipated to close on or about November 28, 2025. The Permanent Loan will take out and replace the existing $240,000,000 bridge credit facility (the "Bridge Loan") provided by a syndicate led by Kensington National Bank, N.A. ("KNB"), as administrative agent. This memorandum identifies each UCC filing that must be made or obtained in connection with the closing, specifies the relevant filing offices and estimated fees, and provides a proposed timeline for completion.
Three categories of UCC filings are required:
(A) New UCC-1 Financing Statements — Delaware Equity Pledge Filings. Fairwater Operating Partnership, L.P. ("Fairwater OP"), as pledgor, will pledge 100% of its membership interests in each of the fourteen SPE Borrowers to Clarendon as secured party. Because Fairwater OP is organized as a Delaware limited partnership, the appropriate filing jurisdiction is the Delaware Secretary of State. These membership interests constitute "general intangibles" under Article 9 of the UCC, and perfection of the Lender's security interest therein is achieved by filing a UCC-1 financing statement in Delaware.
(B) New UCC-1 Fixture Filings — Property-Level. Fixture filings will be made in the real property records of each county in which a Sun Belt Portfolio property is located, covering fixtures, equipment, and personal property situated at each property. The fourteen properties are located across fourteen counties in five states: Texas, Georgia, Florida, North Carolina, and Tennessee.
(C) UCC-3 Termination Statements — Bridge Loan. Upon repayment of the Bridge Loan from the Permanent Loan proceeds at closing, all existing UCC filings made in connection with the Bridge Loan on behalf of KNB as secured party must be terminated. UCC-3 termination statements must be obtained from KNB (through its counsel, Halcourt Briggs & Devlin LLP) and filed in the Delaware Secretary of State and in each of the fourteen county offices where Bridge Loan fixture filings were recorded on June 30, 2025.
It is important to note that the simultaneous closing structure — whereby the Bridge Loan is being repaid from the proceeds of the Permanent Loan on the same closing date — requires careful coordination of the sequencing of UCC filings and terminations. The Bridge Loan UCC-3 termination statements and the Permanent Loan UCC-1 financing statements and fixture filings must be sequenced or handled concurrently at closing to ensure that (i) the Lender's new security interests are properly perfected as of the closing date and (ii) no gap exists during which the collateral would be encumbered by the Bridge Loan liens without the corresponding Permanent Loan liens in place. In practice, we recommend that the UCC-3 termination statements be obtained in executed form and held in escrow prior to closing, with filing authorization released upon confirmation of the bridge payoff wire and Permanent Loan funding.
We are coordinating with Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix) regarding the preparation and delivery of all UCC-3 termination statements for the Bridge Loan filings. A coordination letter requesting the forms of UCC-3 termination statements and copies of all original UCC-1 filing acknowledgments was sent to Mr. Delacroix on October 10, 2025. We are awaiting his response and will follow up as necessary to maintain the timeline set forth in Section VII below.
The total estimated filing fees for all UCC-related filings in connection with the closing (new filings and terminations) is approximately $1,682.00. A detailed fee schedule is set forth in Section VI of this memorandum.
II. BACKGROUND
A. Transaction Overview
Fairwater Real Estate Investment Trust ("Fairwater REIT" or the "REIT"), a Maryland real estate investment trust listed on the New York Stock Exchange under the ticker symbol FWTR, acquired a fourteen-property multifamily portfolio known as the "Sun Belt Portfolio" (comprising approximately 4,200 apartment units) from Meridian Sunstone Holdings LLC on June 30, 2025, for a total purchase price of $385,000,000 (the "Acquisition"). The Sun Belt Portfolio consists of stabilized, garden-style multifamily communities located in major metropolitan statistical areas across the Sun Belt region, including Austin, San Antonio, Houston, Dallas-Fort Worth, Atlanta, Tampa, Orlando, Jacksonville, Charlotte, Raleigh, and Nashville.
The Acquisition was financed in part with a $240,000,000 bridge credit facility (the "Bridge Loan") bearing interest at a floating rate of the Secured Overnight Financing Rate ("SOFR") plus 500 basis points, provided by a syndicate of lenders led by Kensington National Bank, N.A. ("KNB") as administrative agent. The Bridge Loan has a maturity date of December 31, 2025. The balance of the purchase price was funded with equity contributions from Fairwater OP and existing cash reserves of the REIT.
As the permanent take-out financing, the Permanent Loan will be a $240,000,000 fixed-rate (6.25%) CMBS mortgage loan from Clarendon Metropolitan Insurance Company (NAIC No. 38921), structured with a ten-year term and a thirty-year amortization schedule. The target closing date for the Permanent Loan is November 28, 2025, which will permit simultaneous repayment of the Bridge Loan in advance of its December 31, 2025 maturity. Ashworth McPhail LLP (Joanna C. Wexler) serves as lender's counsel to Clarendon in connection with the Permanent Loan.
B. Borrower and Pledgor Structure
Each of the fourteen properties in the Sun Belt Portfolio is held by a separate, single-purpose Delaware limited liability company (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC), which collectively serve as the fourteen SPE co-borrowers under the Permanent Loan. The use of separate special purpose entities for each property is consistent with standard CMBS structuring requirements designed to ensure bankruptcy remoteness and facilitate potential securitization of the Permanent Loan.
All fourteen SPE Borrowers are wholly owned by Fairwater Operating Partnership, L.P. ("Fairwater OP"), a Delaware limited partnership (EIN 52-2847201). Fairwater OP is the operating partnership entity through which Fairwater REIT conducts substantially all of its business, consistent with the umbrella partnership real estate investment trust (UPREIT) structure. The general partner of Fairwater OP is Fairwater Real Estate Investment Trust (EIN 52-2847193; Maryland State Department of Assessments and Taxation ("SDAT") Entity ID D19483726), which holds a 99.2% partnership interest in Fairwater OP. The remaining 0.8% aggregate partnership interest is held by limited partners who received operating partnership units in connection with prior contribution transactions.
Under the Permanent Loan documents, Fairwater REIT will serve as the carve-out guarantor, providing recourse guarantees for certain "bad boy" acts and environmental liabilities as required under Clarendon's standard CMBS loan documentation.
The collateral package for the Permanent Loan includes: (i) first-priority mortgage liens (or deeds of trust or deeds to secure debt, as applicable under state law) on all fourteen properties; (ii) a pledge of 100% of the membership interests in each of the fourteen SPE Borrowers by Fairwater OP (the "Equity Pledge"); (iii) an assignment of leases and rents with respect to each property; and (iv) security interests in all personal property, equipment, and fixtures located at each property. The UCC filings described in this memorandum are required to perfect the security interests described in items (ii) and (iv) above.
C. Existing Bridge Loan UCC Filings
At the closing of the Bridge Loan on June 30, 2025, UCC-1 financing statements were filed on behalf of Kensington National Bank, N.A., as administrative agent and secured party, in connection with the collateral pledged under the bridge credit facility. Specifically, the Bridge Loan UCC filings included: (a) one or more UCC-1 financing statements filed with the Delaware Secretary of State covering the pledge of membership interests in the fourteen SPE Borrowers by Fairwater OP; and (b) UCC-1 fixture filings in each of the fourteen counties where the Sun Belt Portfolio properties are located, covering fixtures, personal property, and equipment at each property.
These existing Bridge Loan filings must be terminated concurrently with the payoff of the Bridge Loan and the closing of the Permanent Loan. If not terminated, the existing filings on behalf of KNB could cloud Clarendon's lien position and create potential issues for lien priority and future securitization. As noted above, Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix), serving as lender's counsel to KNB, is responsible for preparing and delivering executed UCC-3 termination statements for all Bridge Loan UCC filings. We have requested that Mr. Delacroix provide forms of all UCC-3 termination statements for our review, together with copies of all original UCC-1 filing acknowledgments (including file numbers and filing dates) for the Bridge Loan filings in Delaware and all fourteen counties.
III. CATEGORY A: DELAWARE UCC-1 FILINGS — EQUITY PLEDGE
A. Nature of Collateral
In connection with the Permanent Loan, Fairwater Operating Partnership, L.P. will pledge 100% of its membership interests in each of the fourteen SPE Borrowers to Clarendon Metropolitan Insurance Company as secured party, pursuant to a Pledge and Security Agreement to be executed at closing. This pledge is a critical component of the Permanent Loan collateral package, as it provides the Lender with the ability to exercise remedies at the entity level — including foreclosure on the membership interests and replacement of the SPE managers — in addition to the real property-level remedies available under the mortgages and deeds of trust.
The membership interests being pledged are classified as "general intangibles" under Article 9 of the Uniform Commercial Code, as they do not fall within the definition of a "security" under Article 8 and the operating agreements of the SPE Borrowers do not opt into Article 8 treatment. Under UCC § 9-301(1), perfection of a security interest in general intangibles is governed by the law of the jurisdiction in which the debtor is located. For purposes of Article 9, a registered organization such as a limited partnership is "located" in its state of organization. See UCC § 9-307(e). Because Fairwater OP is organized as a limited partnership under the laws of the State of Delaware, perfection of the security interest in the membership interests must be achieved by filing a UCC-1 financing statement with the Delaware Secretary of State. See UCC § 9-501(a)(2) (requiring filing with the office designated by the state for central filings).
Control is an alternative method of perfection for certain types of collateral under Article 9, but it is generally not available or practical for membership interests in limited liability companies classified as general intangibles. Accordingly, filing a UCC-1 financing statement is the exclusive method of perfection for this collateral.
B. Filing Details
The relevant filing details for the Delaware equity pledge UCC-1 financing statement are as follows:
Filing Office: Delaware Secretary of State, Division of Corporations, Uniform Commercial Code Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. The Delaware Secretary of State accepts UCC filings electronically through its online filing portal, and electronic filings are processed and indexed within one business day of submission.
Number of Filings: We recommend filing a single UCC-1 financing statement listing Fairwater Operating Partnership, L.P. as debtor and Clarendon Metropolitan Insurance Company as secured party, with a collateral description covering 100% of the membership interests in each of the fourteen SPE LLCs. This consolidated approach is permissible under UCC § 9-502(a), which does not require a separate filing for each item or category of collateral, and is the most efficient approach from both a cost and administrative perspective. The alternative would be to file fourteen separate UCC-1 financing statements, one for each SPE Borrower's membership interests, which would result in significantly higher filing fees ($2,534.00 versus $181.00) without any additional legal benefit. We note, however, that certain CMBS lenders prefer separate filings for each SPE Borrower's membership interests, and we should confirm Clarendon's preference with Ashworth McPhail LLP (Joanna C. Wexler) before finalizing the filings.
Debtor Information:
• Debtor Name: Fairwater Operating Partnership, L.P. (exact legal name as reflected in the Certificate of Limited Partnership on file with the Delaware Secretary of State; the debtor name on the UCC-1 must exactly match the name on the public organic record, consistent with UCC § 9-503(a)(1))
• Debtor Organizational ID: Delaware limited partnership file number (to be confirmed from the Certificate of Limited Partnership on file with the Delaware Secretary of State; this should be available from the organizational documents in our closing binder or obtainable from a search of the Delaware Division of Corporations records)
• Debtor Jurisdiction of Organization: Delaware
• Debtor Type: Registered organization — limited partnership
• Debtor Mailing Address: 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044 (principal office of Fairwater OP, care of Fairwater REIT headquarters)
Secured Party Information:
• Secured Party Name: Clarendon Metropolitan Insurance Company
• Secured Party Mailing Address: 1 MetroTech Center, Brooklyn, NY 11201
Collateral Description: The collateral description on the UCC-1 financing statement should read as follows:
"All of Debtor's right, title and interest in and to 100% of the membership interests in each of: Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, Fairwater Sun Belt V LLC, Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, Fairwater Sun Belt VIII LLC, Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC, together with all distributions, proceeds, and products thereof."
This description is sufficiently specific to satisfy the requirements of UCC § 9-504, which permits a collateral description by specific listing, category, type of collateral, or any other method that reasonably identifies the collateral. Supergeneric descriptions (e.g., "all assets") are not permitted for commercial tort claims and are generally disfavored for CMBS transactions; the specific listing approach used here is the standard practice for equity pledge filings in CMBS lending transactions.
C. Filing Fee
The Delaware Secretary of State charges a standard filing fee of $181.00 per UCC-1 financing statement for filings submitted electronically through the Delaware SOS portal. This is a flat fee regardless of the number of pages in the financing statement or the scope of the collateral description.
If the single consolidated filing approach is adopted (as recommended), the total filing fee for the Delaware equity pledge UCC-1 will be $181.00. If Clarendon requires fourteen separate filings, the total filing fee would be $181.00 × 14 = $2,534.00. We strongly recommend the single consolidated filing for cost efficiency, subject to Lender confirmation.
D. Search Requirement
Prior to filing the new UCC-1 financing statement, a pre-filing UCC search must be conducted against Fairwater Operating Partnership, L.P. in the Delaware Secretary of State's records. The purpose of this search is to: (i) confirm that no existing liens or security interests encumber the SPE membership interests other than the Bridge Loan filings (which will be terminated at closing); (ii) identify the exact file numbers and filing dates of the existing Bridge Loan UCC-1 filing(s) in Delaware, which will be necessary for the preparation and filing of the UCC-3 termination statements; and (iii) verify the exact legal name of Fairwater OP as it appears in the Delaware records, to ensure accuracy of the debtor name on the new UCC-1.
The fee for a Delaware UCC search is approximately $50.00 for a certified search through the Delaware Secretary of State's office. We should order this search promptly and in any event no later than October 25, 2025, as set forth in the timeline in Section VII below.
IV. CATEGORY B: UCC-1 FIXTURE FILINGS — PROPERTY-LEVEL
A. Nature of Collateral
In addition to the equity pledge described in Section III, the Permanent Loan security package includes security interests in all fixtures, personal property, and equipment located at each of the fourteen Sun Belt Portfolio properties. These items include, without limitation, appliances, HVAC systems, water heaters, lighting fixtures, cabinetry, carpeting, fitness center equipment, pool equipment, laundry room machines, maintenance equipment, security systems, telecommunications equipment, signage, landscaping equipment, and other tangible personal property and fixtures permanently affixed to or used in connection with the operation of each multifamily property.
Under UCC § 9-501(a)(1)(B), a financing statement filed as a fixture filing must be filed in the office designated for the filing or recording of a record of a mortgage on the related real property — that is, in the real property records of the county (or equivalent local filing office) where the property is located. This is in contrast to filings covering non-fixture personal property and general intangibles, which are generally filed with the secretary of state in the debtor's state of organization. Because the collateral in this category consists of fixtures and property associated with the real estate, the appropriate filing office for each fixture filing is the county-level real property recording office in the county where the relevant property is situated.
Each SPE Borrower is the debtor for the fixture filing related to its respective property, as each SPE is the owner of the property and the grantor of the security interest under the applicable mortgage and security agreement. Clarendon Metropolitan Insurance Company is the secured party on each filing.
Each UCC-1 fixture filing must comply with the requirements of UCC § 9-502(b), which provides that a financing statement filed as a fixture filing must: (i) indicate that it covers fixtures; (ii) indicate that it is to be filed in the real property records; (iii) provide a description of the real property to which the fixtures relate that is sufficient to give constructive notice of the filing under real property law (typically by including the legal description of the property, as such descriptions appear in the recorded mortgage instrument); and (iv) identify the record owner of the real property if the debtor does not have an interest of record (in this case, each SPE debtor is the record owner, so this requirement is satisfied by the debtor name itself, but inclusion of the record owner name is a best practice and should be included).
B. Filing Schedule — By State and County
The following subsections identify each property in the Sun Belt Portfolio by state and county, the applicable SPE debtor, the property name and location, and the relevant county filing office. Estimated filing fees are provided based on our review of each county's fee schedule as currently posted; all fees are subject to confirmation with the applicable filing offices closer to the closing date.
Texas (5 Properties / 5 Counties).
County Determination Note: The city of Katy, Texas straddles the border of Harris County and Fort Bend County. The Cypress Bend property's exact county location must be confirmed based on the legal description set forth in the title commitment issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the property survey. Similarly, the city of Frisco, Texas straddles the border of Collin County and Denton County, and the Heritage at Stonebriar property's county must be confirmed from the same sources. If any property straddles a county line (i.e., has parcels in more than one county), a fixture filing would be required in each applicable county. We do not believe this is the case based on our preliminary review, but confirmation from the title commitments is required.
Additionally, the Willowbrook Terrace property in Sugar Land, Texas and the Cypress Bend property in Katy, Texas may both be located in Fort Bend County, depending on the exact location of the Cypress Bend property. If both are in Fort Bend County, separate fixture filings would still be required for each property (as each has a different debtor), but both would be filed with the Fort Bend County Clerk. This will be clarified once the county determination is finalized.
Texas Filing Fees: In Texas, UCC fixture filings are recorded with the County Clerk's office. Texas county clerks generally charge a fee of $25.00 for the first page and $4.00 for each additional page of a recorded document. Fixture filings typically run three to five pages (including the addendum with the real property legal description), resulting in an estimated fee of approximately $50.00 to $75.00 per filing. For budgeting purposes, we estimate $60.00 per filing.
Total Estimated Texas Fixture Filing Fees: 5 filings × ~$60.00 = ~$300.00
Georgia (3 Properties / 3 Counties).
In Georgia, UCC fixture filings are filed with the Clerk of the Superior Court in the county where the real property is located, as that office serves as the real property recording office in Georgia. Georgia does not have a separate "recorder" or "register of deeds" office; the Superior Court Clerk handles all real property recordings.
Georgia Filing Fees: Georgia Superior Court Clerks generally charge a filing fee of approximately $25.00 per UCC fixture filing. This fee may vary slightly by county and is subject to confirmation.
Total Estimated Georgia Fixture Filing Fees: 3 filings × ~$25.00 = ~$75.00
Florida (3 Properties / 3 Counties).
In Florida, UCC fixture filings are filed with the Comptroller (or Clerk of the Circuit Court) in the county where the real property is located. It is important to note that Florida maintains a dual filing system for UCC financing statements: non-fixture UCC-1 financing statements covering personal property and general intangibles are filed centrally with the Florida Secured Transaction Registry administered by the Florida Department of State, while fixture filings are filed locally with the county comptroller in the county where the real property is located. Because the filings at issue here are fixture filings, they are filed locally only and do not require a parallel filing with the Florida Department of State.
Florida Filing Fees: Florida county comptrollers generally charge a recording fee based on the number of pages, typically approximately $10.00 per page. Fixture filings typically run three to five pages, resulting in an estimated fee of approximately $30.00 to $50.00 per filing. For budgeting purposes, we estimate $40.00 per filing.
Total Estimated Florida Fixture Filing Fees: 3 filings × ~$40.00 = ~$120.00
North Carolina (2 Properties / 2 Counties).
In North Carolina, UCC fixture filings are filed with the Register of Deeds in the county where the real property is located, as the Register of Deeds serves as the real property recording office in each North Carolina county.
North Carolina Filing Fees: North Carolina Registers of Deeds generally charge a recording fee of approximately $26.00 for the first page and $4.00 for each additional page. Fixture filings typically run three to five pages, resulting in an estimated fee of approximately $40.00 to $60.00 per filing. For budgeting purposes, we estimate $50.00 per filing.
Total Estimated North Carolina Fixture Filing Fees: 2 filings × ~$50.00 = ~$100.00
Tennessee (1 Property / 1 County).
In Tennessee, UCC fixture filings are filed with the Register of Deeds in the county where the real property is located. Davidson County encompasses the city of Nashville, and the Davidson County Register of Deeds accepts filings both in person and electronically.
Tennessee Filing Fees: The Davidson County Register of Deeds charges a base recording fee of approximately $15.00, with additional per-page charges that bring the estimated total to approximately $30.00 to $50.00 per filing. For budgeting purposes, we estimate $40.00 for this filing.
Total Estimated Tennessee Fixture Filing Fee: 1 filing × ~$40.00 = ~$40.00
C. Fixture Filing Summary Table
The following table summarizes the fixture filing requirements across all five states:
D. Common Filing Requirements for Fixture Filings
Each of the fourteen UCC-1 fixture filings must comply with the following requirements, which are common across all jurisdictions:
1. Debtor Name. Each fixture filing must identify the applicable SPE Borrower as debtor by its exact legal name as set forth in its Certificate of Formation on file with the Delaware Secretary of State. Under UCC § 9-503(a)(1), for a registered organization, the debtor name on the financing statement must be the name of the debtor indicated on the public organic record of the debtor's jurisdiction of organization. Any deviation from the exact legal name — including differences in punctuation, abbreviation, or spacing — could render the filing "seriously misleading" under UCC § 9-506(b) and thus ineffective to perfect the security interest. Accordingly, the exact legal name of each SPE must be confirmed from the Delaware records before the fixture filings are finalized.
2. Secured Party Name and Address. Each fixture filing must identify Clarendon Metropolitan Insurance Company as the secured party, with its address at 1 MetroTech Center, Brooklyn, NY 11201.
3. Collateral Description. Each fixture filing must include a description of the collateral that reasonably identifies the fixtures, equipment, and personal property located at the applicable property. The collateral description should be consistent with the collateral description set forth in the applicable security agreement and mortgage instrument. A typical collateral description for a CMBS fixture filing would cover "all fixtures, equipment, machinery, building materials, furniture, furnishings, and articles of personal property now or hereafter attached to, contained in, or used in connection with the Property" (with "Property" defined by reference to the legal description of the real property).
4. Real Property Description. Each fixture filing must include a description of the related real property that is sufficient to give constructive notice of the filing under the real property recording laws of the applicable state. This will typically be the full legal description of the property (metes and bounds, lot and block, or plat reference) as set forth in the recorded mortgage or deed of trust instrument. The legal descriptions should be obtained from the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and cross-referenced against the survey descriptions to ensure accuracy.
5. Indication of Fixture Filing. Each UCC-1 must indicate that it covers fixtures and that it is to be filed in the real property records. On the standard UCC-1 form (Form UCC1), this is accomplished by checking the applicable boxes in Item 6 (indicating "This FINANCING STATEMENT covers ... fixtures") and by filing the document in the real property recording office rather than with the secretary of state.
6. Record Owner of Real Property. Each fixture filing must include the name of the record owner of the real property if the debtor does not have an interest of record in the real property. In this case, each SPE debtor is the record owner of its respective property, so this requirement is satisfied by the identification of the debtor itself. However, as a best practice, we will include a specific indication of the record owner name on each fixture filing.
7. Debtor Organizational Information. Each SPE Borrower is organized as a limited liability company under the laws of the State of Delaware. The Delaware file number for each SPE should be included on the UCC-1 form (in the organizational ID field), together with an indication of "Delaware" as the jurisdiction of organization and "LLC" as the type of organization. The Delaware file numbers for each SPE must be confirmed from the organizational documents in our closing binder or from a search of the Delaware Division of Corporations records.
8. Debtor Address. The mailing address for each SPE debtor should be listed as: c/o Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044. This is the principal office address where all correspondence for the SPE Borrowers is received.
V. CATEGORY C: UCC-3 TERMINATION STATEMENTS — BRIDGE LOAN
A. Overview. Upon the repayment of the $240,000,000 Bridge Loan from the proceeds of the Permanent Loan at closing, all UCC filings made in connection with the Bridge Loan must be terminated by the filing of UCC-3 termination statements. Termination of these filings is essential to (i) clear the Lender's lien position under the Permanent Loan, (ii) satisfy the Permanent Loan closing conditions requiring that no prior liens or security interests encumber the collateral (other than the Permanent Loan liens), and (iii) ensure clean title to and perfection of Clarendon's security interests in the pledged membership interests and the fixture collateral at each property.
Kensington National Bank, N.A., as administrative agent under the Bridge Loan and the secured party of record on all Bridge Loan UCC filings, is obligated under the terms of the bridge credit agreement to deliver UCC-3 termination statements for all UCC filings upon repayment of the Bridge Loan in full. Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix), serving as lender's counsel to KNB, is responsible for preparing these termination documents on behalf of KNB.
Calderwood & Harkness LLP sent a coordination letter to Halcourt Briggs & Devlin LLP dated October 10, 2025, requesting, among other items: (a) the forms of all UCC-3 termination statements for Bridge Loan filings; (b) copies of all original UCC-1 filing acknowledgments (with file numbers and filing dates) for the Bridge Loan filings in Delaware and all fourteen counties; and (c) confirmation of KNB's authorization to file the UCC-3 termination statements upon receipt of the bridge payoff. We are awaiting a response from Mr. Delacroix and will follow up as necessary to ensure that all termination documents are received in sufficient time for our review prior to closing.
B. Bridge Loan UCC Filings to Be Terminated
Delaware Equity Pledge Filings. At the Bridge Loan closing on June 30, 2025, one or more UCC-1 financing statements were filed with the Delaware Secretary of State naming Fairwater Operating Partnership, L.P. as debtor and Kensington National Bank, N.A. (as administrative agent) as secured party, covering 100% of the membership interests in each of the fourteen SPE Borrowers. The corresponding UCC-3 termination statement(s) must be filed with the Delaware Secretary of State to terminate these filings. The UCC-3 termination form requires the file number of the initial UCC-1 financing statement, the name of the debtor, and the name of the secured party.
The filing fee for a UCC-3 termination statement with the Delaware Secretary of State is $181.00 per filing.
Fixture Filings in Property Counties. At the Bridge Loan closing on June 30, 2025, UCC-1 fixture filings were made in each of the fourteen counties where the Sun Belt Portfolio properties are located, naming the applicable SPE Borrower as debtor and Kensington National Bank, N.A. (as administrative agent) as secured party. UCC-3 termination statements must be filed in each of the same fourteen county offices to terminate these fixture filings.
The filing fees for UCC-3 termination statements at the county level will generally follow the same fee schedule as new UCC-1 fixture filings in each county (as outlined in Section IV.B above), although certain counties may charge a reduced fee for termination filings. For budgeting purposes, we have assumed that the UCC-3 termination fees will mirror the new fixture filing fees, resulting in an estimated total of approximately $635.00 for the fourteen county-level termination filings.
C. Coordination and Sequencing
The coordination and sequencing of the Bridge Loan UCC-3 terminations and the Permanent Loan UCC-1 filings is a critical aspect of the closing process. Because the Bridge Loan is being repaid from the proceeds of the Permanent Loan on the same closing date, the following sequence of events must be carefully orchestrated:
1. Pre-Closing Escrow: We recommend obtaining fully executed UCC-3 termination statements from KNB/Halcourt Briggs & Devlin LLP in escrow prior to the closing date. These termination statements should be delivered to Calderwood & Harkness (or to the closing escrow agent, if applicable) with authorization from KNB to file the termination statements upon confirmation that (a) the Permanent Loan has funded, (b) the bridge payoff wire has been transmitted and confirmed, and (c) all Permanent Loan closing conditions have been satisfied.
2. Simultaneous Filing: On the closing date, the new UCC-1 filings for the Permanent Loan (Delaware equity pledge and fourteen county fixture filings) and the UCC-3 termination statements for the Bridge Loan should be filed simultaneously or in immediate sequence. In practice, this means that the filing agent or local counsel in each jurisdiction should be instructed to file both the UCC-3 termination and the new UCC-1 on the same day, with the UCC-3 filed first (or concurrently with) the new UCC-1, to the extent possible.
3. Gap Period Considerations: Because the Bridge Loan filings and the Permanent Loan filings both cover the same collateral, there is a theoretical risk of a brief "gap" during which the Bridge Loan liens have been terminated but the Permanent Loan liens have not yet been filed. This gap is mitigated by the simultaneous filing approach and by the fact that UCC filings are effective upon filing (or, in some jurisdictions, upon acceptance by the filing office), not upon recording. Additionally, the Permanent Loan lender will have contractual protections under the loan agreement requiring the borrower to maintain the lien-free status of the collateral during any such gap period.
4. Review of Termination Statements: All UCC-3 termination statements prepared by Halcourt Briggs & Devlin LLP should be reviewed by Calderwood & Harkness prior to closing to confirm the accuracy of: (a) the file numbers of the original UCC-1 filings being terminated; (b) the debtor names; (c) the secured party names; and (d) the indication that each filing is being terminated in its entirety (as opposed to a partial amendment or release). Any errors in the termination statements could result in the filings remaining of record and creating a cloud on Clarendon's lien position.
5. Request for Filing Acknowledgments: As noted above, we have requested from Halcourt Briggs & Devlin LLP copies of all original UCC-1 filing acknowledgments for the Bridge Loan filings, including file numbers and filing dates. These acknowledgments are essential for the preparation of the UCC-3 termination statements and should be obtained as soon as possible.
D. Estimated UCC-3 Termination Filing Fees
The estimated filing fees for the UCC-3 termination statements are summarized below. These fees will either be paid by the Borrower or charged to KNB, depending on the allocation of termination costs under the bridge credit agreement.
• Delaware UCC-3 termination (Secretary of State): ~$181.00
• 14 county fixture filing terminations (mirroring new filing fees): ~$635.00
• Total estimated UCC-3 termination fees: ~$816.00
We should confirm under the bridge credit agreement (likely in the provisions governing the release of collateral upon repayment) whether the Borrower or the Lender bears the cost of preparing and filing UCC-3 termination statements. Under customary bridge loan documentation, the cost of preparing and filing UCC-3 termination statements is typically borne by the borrower as part of the repayment and release process. However, the specific language of the KNB bridge credit agreement should be reviewed to confirm this allocation, and the applicable fees should be included in the Estimated Closing Costs Memorandum being prepared separately.
VI. CONSOLIDATED FEE SCHEDULE
The following table sets forth a consolidated summary of all estimated UCC filing fees in connection with the closing of the Permanent Loan:
All amounts set forth above are estimates based on our review of currently published filing fee schedules for the applicable filing offices. These amounts will be confirmed with each filing office closer to the closing date and will be updated accordingly. The confirmed amounts will be included in the Estimated Closing Costs Memorandum and the Funds Flow Memorandum being prepared separately for the Permanent Loan closing.
We note that additional filing fees may be incurred if (i) Clarendon requires fourteen separate Delaware UCC-1 filings rather than a single consolidated filing (which would increase Category A fees by $2,353.00), (ii) any property is located in more than one county (requiring additional fixture filings), or (iii) any county charges fees in excess of our current estimates. We will report any material changes to the fee estimates as they become known.
VII. TIMELINE AND ACTION ITEMS
A. Pre-Closing (Now through November 14, 2025)
The following pre-closing action items should be completed in the timeframes indicated below:
1. Immediately (by October 21, 2025): Obtain from Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix) copies of all UCC-1 filing acknowledgments (including file numbers and filing dates) for all Bridge Loan filings in Delaware and all fourteen counties. This request was made in our coordination letter dated October 10, 2025 to Mr. Delacroix. If we have not received a response by October 21, 2025, a follow-up communication should be sent and, if necessary, we should coordinate with Lisa Morrow to escalate through senior counsel or directly with KNB's relationship manager.
2. By October 25, 2025: Conduct a comprehensive UCC search in the Delaware Secretary of State's records against Fairwater Operating Partnership, L.P. as debtor. The purpose of this search is to identify all existing UCC filings encumbering the SPE membership interests and to confirm that no liens exist other than the Bridge Loan filings (which will be terminated at closing). The search results should be reviewed promptly upon receipt, and any unexpected filings should be flagged for immediate investigation and resolution.
3. By November 1, 2025: Prepare and finalize all new UCC-1 financing statements for the Permanent Loan, including: (a) one Delaware equity pledge UCC-1 financing statement (or fourteen separate filings, if required by the Lender); and (b) fourteen county fixture filing UCC-1 financing statements (one per property). Draft forms of all filings should be circulated to Ashworth McPhail LLP (Joanna C. Wexler) for the Lender's review and approval. Lender comments, if any, should be incorporated and final forms approved by no later than November 14, 2025.
4. By November 1, 2025: Confirm the exact county of filing for: (a) the Cypress Bend property in Katy, Texas (Harris County or Fort Bend County); and (b) the Heritage at Stonebriar property in Frisco, Texas (Collin County or Denton County). These determinations must be made based on the legal descriptions set forth in the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the property surveys. Please coordinate with the title team to obtain the relevant legal descriptions as soon as possible.
5. By November 7, 2025: Receive fully executed UCC-3 termination statements from Halcourt Briggs & Devlin LLP for all Bridge Loan filings (Delaware equity pledge and fourteen county fixture filings). These termination statements should be delivered to Calderwood & Harkness to be held in escrow pending the closing. All termination statements should be reviewed by Calderwood & Harkness upon receipt to confirm accuracy of file numbers, debtor names, secured party names, and the completeness of each termination.
6. By November 7, 2025: Confirm filing procedures, accepted filing methods (electronic, mail, or in-person only), and estimated turnaround times for each of the fourteen county filing offices. Identify any counties that do not accept electronic filings or that require in-person delivery, and make arrangements for local counsel or a national filing agent to handle such filings. Additionally, identify any county offices that may have recording backlogs or extended processing times that could affect the timing of filing acknowledgments.
B. At Closing (Target: November 28, 2025)
The following actions should be taken at or immediately upon closing:
1. File Delaware UCC-1 (Equity Pledge): File the Delaware equity pledge UCC-1 financing statement with the Delaware Secretary of State via the electronic filing portal. Same-day electronic filing is available, and the filing should be submitted as soon as possible after confirmation of Permanent Loan funding and Bridge Loan payoff.
2. File 14 County Fixture Filings: Coordinate with local counsel or filing agents in each of the five states (Texas, Georgia, Florida, North Carolina, and Tennessee) to file all fourteen county fixture filings in the applicable real property recording offices on the closing date. For counties that accept electronic filing, filings should be submitted electronically. For counties that require in-person delivery or mail filing, arrangements should be made in advance to ensure that filings are submitted on the closing date.
3. Authorize Release and Filing of UCC-3 Terminations: Upon confirmation that (a) the Permanent Loan has funded, (b) the bridge payoff wire has been transmitted and confirmed by KNB, and (c) all Permanent Loan closing conditions have been satisfied, authorize the release and filing of all UCC-3 termination statements for the Bridge Loan filings (one or more Delaware terminations and fourteen county terminations). Filing authorization should be communicated simultaneously to Halcourt Briggs & Devlin LLP (or the filing agent handling the terminations) and to local counsel or filing agents in each county.
4. Obtain Filing Acknowledgments: Obtain filing acknowledgments (including file numbers and filing dates) for all new UCC-1 filings from the Delaware Secretary of State and each of the fourteen county filing offices. Copies of all filing acknowledgments should be delivered to Clarendon Metropolitan Insurance Company and Ashworth McPhail LLP as promptly as practicable following closing.
C. Post-Closing (Within 5 Business Days After Closing)
1. Confirm Receipt of Filing Acknowledgments: Confirm receipt of filing acknowledgments from the Delaware Secretary of State and all fourteen county filing offices for the new UCC-1 filings. Follow up with any filing offices that have not provided acknowledgments within the expected processing time. Prepare a summary log of all new UCC-1 filings (including file numbers, filing dates, and filing offices) for the post-closing deliverables package.
2. Confirm UCC-3 Bridge Terminations Processed: Confirm that all UCC-3 termination statements for the Bridge Loan filings have been accepted and processed by the Delaware Secretary of State and each of the fourteen county filing offices. Obtain copies of all UCC-3 filing acknowledgments from Halcourt Briggs & Devlin LLP or the applicable filing agents. If any termination filing is rejected or returned for correction, coordinate with Halcourt Briggs immediately to resolve and refile.
3. Deliver Certified Copies to Lender: Deliver certified copies of all new UCC-1 filings (Delaware equity pledge and fourteen county fixture filings) to Clarendon Metropolitan Insurance Company as part of the post-closing deliverables required under the Permanent Loan agreement. The specific post-closing delivery deadline should be confirmed from the loan agreement (typically within thirty days after closing), and the deliverables should be assembled and transmitted in accordance with the post-closing requirements letter to be issued by Ashworth McPhail LLP.
4. Calendar Continuation Filing Dates: Under UCC § 9-515(a), a filed financing statement is effective for a period of five years after the date of filing. If a continuation statement is not filed within the six-month window preceding the five-year lapse date (i.e., between four years and six months and five years after the original filing date), the financing statement will lapse and the perfection of the secured party's security interest will terminate. Accordingly, a continuation filing (UCC-3 continuation statement) must be filed for each UCC-1 financing statement within the required window. For a closing date of November 28, 2025, the five-year lapse date would be November 28, 2030, and the continuation filing window would open on May 28, 2030. Calendar these dates in the firm's docketing system and set a reminder for no later than April 1, 2030, to prepare and file continuation statements for all filings.
VIII. LOCAL COUNSEL COORDINATION
Filing UCC-1 fixture filings in fourteen county recording offices across five states will require coordination with local counsel or a national filing agent in each jurisdiction. Fixture filings in certain jurisdictions may have specific format requirements, local filing conventions, or procedural nuances that differ from the standard UCC-1 form, and some county offices may require in-person filing or have limited electronic filing capabilities. Engagement of local counsel or a filing agent with experience in each jurisdiction will help ensure that all filings are accepted on the first submission and that no filings are rejected due to technical or formatting deficiencies.
The states in which fixture filings will be made, and the number of counties in each state, are as follows:
• Texas: 5 counties (Travis, Bexar, Harris or Fort Bend, Fort Bend, Collin or Denton)
• Georgia: 3 counties (Fulton, Cobb, Gwinnett)
• Florida: 3 counties (Hillsborough, Orange, Duval)
• North Carolina: 2 counties (Mecklenburg, Wake)
• Tennessee: 1 county (Davidson)
In many CMBS transactions, the same local counsel firms engaged to record the mortgage instruments and deliver local counsel opinion letters at closing also coordinate the filing of fixture filings in their respective jurisdictions. This is an efficient approach that avoids the need to engage separate filing agents and ensures consistency between the mortgage recordings and the fixture filings.
We should confirm with Lisa Morrow and Philip Hartmann (senior partner on the Fairwater engagement) whether local counsel have already been retained in each of the five states for mortgage recording and opinion delivery. If local counsel have been retained, we should coordinate with each firm to include fixture filing responsibilities within their engagement scope. If local counsel have not yet been engaged in any jurisdiction, we should promptly identify and retain qualified firms or, alternatively, engage a national filing agent (such as Hollowell Technologies, Fenmore Health IT, or Ridgeline Solutions) to handle the fixture filings in those jurisdictions.
For each jurisdiction, local counsel (or the filing agent) should be provided with: (a) the form of UCC-1 fixture filing for each property in their jurisdiction; (b) the legal description of each property (from the title commitment and/or recorded mortgage); (c) filing instructions specifying the target filing date and any filing method preferences (electronic, in-person, or mail); and (d) a funding wire or check for the applicable filing fees. Local counsel should be instructed to file the fixture filings on the closing date and to promptly return copies of the filed and acknowledged documents to Calderwood & Harkness for inclusion in the post-closing deliverables package.
IX. OPEN ITEMS AND QUESTIONS
The following items remain open and require resolution prior to the finalization of the UCC filings. We will address each of these items in the timeframes set forth in Section VII and will circulate updated information as it becomes available.
1. Lender Filing Preferences. Confirm with Ashworth McPhail LLP (Joanna C. Wexler) whether Clarendon Metropolitan requires any additional UCC-1 filings beyond the equity pledge filing in Delaware and the fixture filings in the fourteen counties. Certain CMBS lenders require "belt and suspenders" filings — for example, UCC-1 filings against each SPE Borrower at the Delaware Secretary of State covering personal property not captured by the fixture filings (such as accounts, general intangibles, and chattel paper associated with each property). If Clarendon requires such additional filings, they would increase the total number of filings and associated costs.
2. Consolidated vs. Separate Delaware Filing. Confirm whether a single consolidated Delaware UCC-1 financing statement covering all fourteen SPE membership interests is acceptable to Clarendon, or whether the Lender requires fourteen separate UCC-1 filings (one per SPE). As noted above, the cost difference is significant ($181.00 for a single filing versus $2,534.00 for fourteen separate filings), and there is no legal distinction in terms of perfection effectiveness. However, some CMBS lenders and servicers prefer separate filings for each SPE to facilitate future servicing, securitization, or potential individual property releases.
3. Delaware File Numbers. Obtain the exact Delaware file numbers for Fairwater Operating Partnership, L.P. and each of the fourteen SPE LLCs (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) from the organizational documents in our files or from a search of the Delaware Division of Corporations records. These file numbers are required fields on the UCC-1 financing statement form and must be accurately stated.
4. County Determination for Katy and Frisco Properties. Confirm the county of filing for: (a) the Cypress Bend property in Katy, Texas (Harris County or Fort Bend County); and (b) the Heritage at Stonebriar property in Frisco, Texas (Collin County or Denton County). This determination must be based on the legal descriptions set forth in the title commitments issued by Marlowe Asset Management Title Insurance Group, Inc. and/or the ALTA/NSPS surveys for each property. We should request the relevant title commitments from the title team as soon as possible.
5. Holiday Closures and Filing Backlogs. Verify whether any of the fourteen county filing offices will be closed or operating on reduced schedules during the week of November 24–28, 2025, which is Thanksgiving week. The target closing date of November 28, 2025 falls on Friday of Thanksgiving week, and it is possible that some county offices may be closed on that date or may have reduced staffing. If any county office is unavailable for filing on November 28, we will need to arrange for advance filing (with the filing held in escrow or released upon authorization) or engage local counsel to file in person on the closing date. This is a potentially significant logistical issue that should be investigated promptly.
6. Closing Costs and Funds Flow Coordination. Coordinate with Lisa Morrow on the inclusion of all UCC filing fees (new filings and termination filings) in the Estimated Closing Costs Memorandum and the Funds Flow Memorandum being prepared for the Permanent Loan closing. The estimated total of approximately $1,682.00 in UCC filing fees should be allocated to the appropriate line items in those documents, with a notation that the amounts are subject to confirmation with filing offices.
Please let me know if you have any questions or if you would like to discuss any of the matters addressed in this memorandum. I am available to set up a call at your convenience to review the filing schedule and timeline, and to coordinate the resolution of the open items identified above.
Marcus Leung Working Associate Banking & Finance Group Calderwood & Harkness LLP Direct: (212) 555-4837 marcus.leung@calderwoodharkness.com
X. ATTACHMENTS
The following attachments will be appended to this memorandum as they are prepared or obtained:
Attachment A: Draft UCC-1 Financing Statement — Delaware Equity Pledge (Fairwater Operating Partnership, L.P. as debtor; Clarendon Metropolitan Insurance Company as secured party; covering 100% of membership interests in each of the fourteen SPE Borrowers). To be prepared.
Attachment B: Form UCC-1 Fixture Filing — Template for County Filings (to be customized for each property with applicable debtor name, collateral description, and legal description of real property). To be prepared.
Attachment C: Table of County Filing Office Contact Information and Filing Procedures (listing each of the fourteen county filing offices, mailing addresses, telephone numbers, electronic filing capabilities, accepted payment methods, and estimated processing/turnaround times). To be compiled.
Attachment D: UCC Search Results — Fairwater Operating Partnership, L.P. (Delaware Secretary of State) (certified UCC search report identifying all existing UCC filings against Fairwater OP in Delaware). To be obtained; search to be conducted by October 25, 2025.
This memorandum has been prepared for internal use by Calderwood & Harkness LLP in connection with the representation of Fairwater Real Estate Investment Trust. This memorandum is protected by the attorney-client privilege and the attorney work product doctrine and is not intended for distribution to any person or entity outside the firm without the prior authorization of the responsible partner. The information and analysis contained herein are based on our current understanding of the transaction and applicable law and are subject to revision as additional information becomes available.
SPE Debtor | Property Name | City | County | Filing Office
Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX | Travis County | Travis County Clerk
Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX | Bexar County | Bexar County Clerk
Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX | Harris County (or Fort Bend County — to be confirmed from legal description) | Harris County Clerk (or Fort Bend County Clerk)
Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX | Fort Bend County | Fort Bend County Clerk
Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX | Collin County (or Denton County — to be confirmed from legal description) | Collin County Clerk (or Denton County Clerk)
SPE Debtor | Property Name | City | County | Filing Office
Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA | Fulton County | Fulton County Superior Court Clerk
Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA | Cobb County | Cobb County Superior Court Clerk
Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA | Gwinnett County | Gwinnett County Superior Court Clerk
SPE Debtor | Property Name | City | County | Filing Office
Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL | Hillsborough County | Hillsborough County Comptroller
Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL | Orange County | Orange County Comptroller
Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL | Duval County | Duval County Comptroller
SPE Debtor | Property Name | City | County | Filing Office
Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC | Mecklenburg County | Mecklenburg County Register of Deeds
Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC | Wake County | Wake County Register of Deeds
SPE Debtor | Property Name | City | County | Filing Office
Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN | Davidson County | Davidson County Register of Deeds
State | Number of Properties | Number of Counties | Estimated Fees
Texas | 5 | 5 | ~$300.00
Georgia | 3 | 3 | ~$75.00
Florida | 3 | 3 | ~$120.00
North Carolina | 2 | 2 | ~$100.00
Tennessee | 1 | 1 | ~$40.00
Total | 14 | 14 | ~$635.00
Category | Description | Number of Filings | Estimated Fee Per Filing | Total Estimated Fees
A | Delaware UCC-1 (equity pledge) | 1 | $181.00 | $181.00
A | Delaware UCC search (pre-filing) | 1 | $50.00 | $50.00
B | Texas fixture filings | 5 | ~$60.00 | ~$300.00
B | Georgia fixture filings | 3 | ~$25.00 | ~$75.00
B | Florida fixture filings | 3 | ~$40.00 | ~$120.00
B | North Carolina fixture filings | 2 | ~$50.00 | ~$100.00
B | Tennessee fixture filing | 1 | ~$40.00 | ~$40.00
C | Delaware UCC-3 termination (bridge) | 1 | $181.00 | $181.00
C | County UCC-3 terminations (bridge) | 14 | ~$25.00–$60.00 | ~$635.00
TOTAL | ~$1,682.00

MEMORANDUM

MATTER NO.: 1036-00001

I. EXECUTIVE SUMMARY

II. BACKGROUND

VI. CONSOLIDATED FEE SCHEDULE

VII. TIMELINE AND ACTION ITEMS

VIII. LOCAL COUNSEL COORDINATION

IX. OPEN ITEMS AND QUESTIONS

X. ATTACHMENTS

Record

Parties

Dates

Amounts