1036-00001
· Banking & Finance practice group · Closing
estimated-closing-costs-memo.xlsx
DOCUMENT
Finance & Banking
[sheet: Cover]
| Field | Value |
| Document Title | Estimated Closing Costs Memorandum — $240,000,000 Permanent CMBS Mortgage Loan |
| Prepared By | Marcus Leung, Working Associate, Calderwood & Harkness LLP |
| Reviewed By | Lisa Morrow, Lead Associate, Calderwood & Harkness LLP |
| Date | October 28, 2025 |
| Matter Number | 1036-00001 |
| Client | Fairwater Real Estate Investment Trust |
| Transaction | Permanent Take-Out Financing — Sun Belt Portfolio (14 Properties) |
| Proposed Lender | Clarendon Metropolitan Insurance Company |
| Loan Amount | $240,000,000 |
| Target Closing Date | November 28, 2025 |
| Distribution | Philip Hartmann (C&H), Lisa Morrow (C&H), David A. Whitfield (FREIT GC), Naomi T. Sinclair (FREIT CFO), Rachel S. Donahue (FREIT SVP Capital Markets) |
| Status | DRAFT — Subject to Revision |
| Notes | All amounts are estimates and subject to change based on final loan terms, title searches, and state-specific calculations. Recording taxes and transfer taxes are based on current statutory rates and may be subject to local surcharges. |
[sheet: Cost Summary]
| Category | Description | Estimated Amount | Notes |
| A. Lender Fees | Origination fee, rate lock, application fees | $1,800,000 | See detail on Lender Fees tab |
| B. Recording Taxes & Transfer Taxes | Mortgage recording taxes and documentary stamp taxes across TX, GA, FL, NC, TN | $521,716 | See detail on Recording Taxes tab |
| C. Title Insurance Premiums | Lender's title insurance policies — Marlowe Asset Management Title Insurance Group, Inc. | $417,120 | See detail on Title Insurance tab |
| D. Survey Costs | ALTA/NSPS survey updates for 14 properties | $182,000 | See detail on Survey & Appraisal tab |
| E. Appraisal Fees | MAI appraisal updates — Thornfield Appraisal Group LLC | $126,000 | See detail on Survey & Appraisal tab |
| F. Legal Fees | Borrower's counsel, lender's counsel, local counsel (5 states) | $1,285,000 | See detail on Legal Fees tab |
| G. Environmental Report Updates | Phase I ESA updates for 14 properties | $63,000 | See detail on Misc Costs tab |
| H. UCC Filing Fees | UCC-1 filings (DE equity pledges + fixture filings in 5 states) | $8,680 | See detail on Misc Costs tab |
| I. Good Standing / Existence Certificates | MD, DE, TX, GA, FL, NC, TN certificates | $3,850 | See detail on Misc Costs tab |
| J. Miscellaneous | Overnight delivery, wire fees, notary, recording agent fees, UCC searches, insurance certs, ancillary recording, lender processing | $57,264 | See detail on Misc Costs tab |
| SUBTOTAL — ESTIMATED GROSS CLOSING COSTS | $4,464,630 | Sum of categories A through J |
CREDITS & OFFSETS
| Rate Lock Deposit Credit | Refundable deposit applied at closing (Ref: CL-CMBS-2025-09-0347) | ($2,400,000) | 1.00% of $240,000,000; fully refundable at closing per side letter dated September 15, 2025 |
| Bridge Exit Fee | Waived — closing before March 31, 2026 deadline | $0 | Exit fee of $1,200,000 (0.50% of $240M) waived if repaid from permanent CMBS financing within 9 months of bridge closing (June 30, 2025); deadline is March 31, 2026; target closing November 28, 2025 is within waiver period |
| NET ESTIMATED CLOSING COSTS (after credits) | $2,064,630 | Gross costs less rate lock deposit credit |
ADDITIONAL BRIDGE PAYOFF AMOUNTS (not closing costs, but funds required at closing)
| Bridge Principal Payoff | Outstanding principal — Kensington National Bank, N.A. as admin agent | $240,000,000 | Full amount; interest-only facility, no amortization since June 30, 2025 funding |
| Accrued Bridge Interest (estimated) | SOFR + 500 bps (9.33% all-in) through November 28, 2025 | $9,244,200 | Approx. 151 days (July 1 – Nov 28, 2025) × $240M × 9.33% ÷ 360; actual per payoff letter from KNB |
| Bridge Exit Fee | Waived per exit fee waiver provision | $0 | See note above |
| TOTAL ESTIMATED FUNDS REQUIRED AT CLOSING | $251,308,830 | Net closing costs + bridge principal + accrued interest |
[sheet: Lender Fees]
| Fee Item | Basis | Rate / Amount | Estimated Amount | Payable To | Notes |
| Origination Fee | $240,000,000 loan amount | 0.75% | $1,800,000 | Clarendon Metropolitan Insurance Company | Per term sheet dated August 25, 2025; payable at closing |
| Rate Lock Deposit (applied as credit) | $240,000,000 loan amount | 1.00% | ($2,400,000) | Credit to Borrower | Deposit of $2,400,000 (Ref: CL-CMBS-2025-09-0347) submitted September 15, 2025; applied as credit against closing costs per side letter |
| Loan Application Fee | Flat fee | N/A | $0 | Clarendon Metropolitan Insurance Company | Included in origination fee; no separate application fee |
| Lender Processing / Underwriting Fee | Flat fee | N/A | $25,000 | Clarendon Metropolitan Insurance Company | Estimated; per commitment letter |
| CMBS Rating Agency Fee (if applicable) | Anticipated securitization: CLRN 2025-C14 | N/A | $0 | N/A | Typically borne by lender/depositor at securitization; not a borrower closing cost |
| SUBTOTAL — LENDER FEES (net of deposit credit) | ($575,000) | Origination fee less deposit credit plus processing fee; for gross cost summary, origination fee of $1,800,000 is used (credit shown separately) |
[sheet: Recording Taxes]
| SPE Borrower | Property Name | City, State | County | Allocated Loan Amount | Applicable Tax / Rate Description | Rate | Estimated Recording Tax | Intangible Tax (if applicable) | Total State/Local Recording Costs | Notes |
| Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX | Travis County | $20,259,740 | TX — No mortgage recording tax; nominal filing fee only | N/A | $0 | $0 | $195 | Texas does not impose mortgage recording or documentary stamp tax; only standard county clerk recording fee applies |
| Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX | Bexar County | $15,461,039 | TX — No mortgage recording tax | N/A | $0 | $0 | $195 | Same as above |
| Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX | Harris County | $18,826,494 | TX — No mortgage recording tax | N/A | $0 | $0 | $195 | Same as above |
| Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX | Fort Bend County | $18,140,779 | TX — No mortgage recording tax | N/A | $0 | $0 | $195 | Same as above |
| Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX | Collin County | $22,316,883 | TX — No mortgage recording tax | N/A | $0 | $0 | $195 | Same as above |
| TEXAS SUBTOTAL | $0 | $0 | $975 | 5 properties; recording fees only | ||||||
| Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA | Fulton County | $17,829,091 | GA — Intangible recording tax: $1.50 per $500 of debt secured (0.30%) | 0.30% | $53,487 | $0 | $53,687 | Intangible tax = $17,829,091 × $3.00 / $1,000 = $53,487; plus recording fee ~$200 |
| Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA | Cobb County | $15,087,013 | GA — Intangible recording tax | 0.30% | $45,261 | $0 | $45,461 | |
| Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA | Gwinnett County | $14,588,571 | GA — Intangible recording tax | 0.30% | $43,766 | $0 | $43,966 | |
| GEORGIA SUBTOTAL | $142,514 | $0 | $143,114 | 3 properties | ||||||
| Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL | Hillsborough County | $21,069,870 | FL — Documentary stamp tax: $0.35 per $100; intangible tax: $0.20 per $100 (0.002) | $0.35/$100 + $0.20/$100 | $73,745 | $42,140 | $116,085 | Doc stamp = $21,069,870 × 0.0035 = $73,745; intangible = $21,069,870 × 0.002 = $42,140; plus recording fee ~$200 |
| Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL | Orange County | $19,075,714 | FL — Documentary stamp tax + intangible tax | $0.35/$100 + $0.20/$100 | $66,765 | $38,151 | $105,116 | |
| Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL | Duval County | $13,964,935 | FL — Documentary stamp tax + intangible tax | $0.35/$100 + $0.20/$100 | $48,877 | $27,930 | $77,007 | |
| FLORIDA SUBTOTAL | $189,387 | $108,221 | $298,208 | 3 properties; FL is highest recording cost state in this portfolio | ||||||
| Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC | Mecklenburg County | $17,580,000 | NC — Revenue stamps (excise tax): $1.00 per $500 of indebtedness (0.20%) | 0.20% | $35,160 | $0 | $35,360 | Plus recording fee ~$200 |
| Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC | Wake County | $16,458,701 | NC — Revenue stamps | 0.20% | $32,917 | $0 | $33,117 | |
| NORTH CAROLINA SUBTOTAL | $68,077 | $0 | $68,477 | 2 properties | ||||||
| Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN | Davidson County | $9,341,169 | TN — Mortgage recording tax: $0.115 per $100 of indebtedness (0.115%); state and county combined | 0.115% | $10,742 | $0 | $10,942 | TN mortgage tax = $9,341,169 × 0.00115 × multiple applicable rates; estimate includes state + county; plus recording fee ~$200 |
| TENNESSEE SUBTOTAL | $10,742 | $0 | $10,942 | 1 property | ||||||
| $240,000,000 | GRAND TOTAL — ALL RECORDING TAXES & FEES | $410,720 | $108,221 | $521,716 | Estimated; subject to final allocated loan amounts and county-specific rates |
Note: Additional recording fees for assignments of leases and rents, UCC fixture filings, and other ancillary documents estimated at approximately $4,200 (included in Misc Costs tab)
[sheet: Title Insurance]
| SPE Borrower | Property Name | State | Allocated Loan Amount / Policy Amount | Estimated Base Premium | Endorsements (estimated) | Total Estimated Premium | Notes |
| Fairwater Sun Belt I LLC | Ridgewater at Lakeline | TX | $20,259,740 | $28,500 | $5,700 | $34,200 | ALTA lender's policy; endorsements include ALTA 9.0 (restrictions), comprehensive, access, survey, environmental, zoning |
| Fairwater Sun Belt II LLC | Sagebrush Commons | TX | $15,461,039 | $23,200 | $4,640 | $27,840 | |
| Fairwater Sun Belt III LLC | Cypress Bend | TX | $18,826,494 | $26,700 | $5,340 | $32,040 | |
| Fairwater Sun Belt IV LLC | Willowbrook Terrace | TX | $18,140,779 | $25,800 | $5,160 | $30,960 | |
| Fairwater Sun Belt V LLC | Heritage at Stonebriar | TX | $22,316,883 | $30,500 | $6,100 | $36,600 | |
| Fairwater Sun Belt VI LLC | Peachtree Crossings | GA | $17,829,091 | $25,500 | $5,100 | $30,600 | |
| Fairwater Sun Belt VII LLC | Cumberland Ridge | GA | $15,087,013 | $22,800 | $4,560 | $27,360 | |
| Fairwater Sun Belt VIII LLC | Sugarloaf Station | GA | $14,588,571 | $22,200 | $4,440 | $26,640 | |
| Fairwater Sun Belt IX LLC | Bayshore Landings | FL | $21,069,870 | $29,200 | $5,840 | $35,040 | |
| Fairwater Sun Belt X LLC | Solara at Millenia | FL | $19,075,714 | $27,000 | $5,400 | $32,400 | |
| Fairwater Sun Belt XI LLC | Riverside Preserve | FL | $13,964,935 | $21,500 | $4,300 | $25,800 | |
| Fairwater Sun Belt XII LLC | Stonewall Flats | NC | $17,580,000 | $25,200 | $5,040 | $30,240 | |
| Fairwater Sun Belt XIII LLC | Crabtree Pointe | NC | $16,458,701 | $24,000 | $4,800 | $28,800 | |
| Fairwater Sun Belt XIV LLC | Harpeth Valley | TN | $9,341,169 | $15,500 | $3,100 | $18,600 | |
| TOTAL — TITLE INSURANCE PREMIUMS | $240,000,000 | $347,600 | $69,520 | $417,120 | Estimates based on applicable state promulgated/filed rates; Marlowe Asset Management Title Insurance Group, Inc. as underwriter; reissue credits may reduce premiums where prior policies exist from bridge loan closing |
[sheet: Survey & Appraisal]
| SPE Borrower | Property Name | City, State | Units | Survey Update Cost | Appraisal Update Cost | Total | Vendor | Notes |
| Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX | 320 | $14,000 | $9,500 | $23,500 | Survey: TBD local surveyor; Appraisal: Thornfield Appraisal Group LLC | ALTA/NSPS surveys required per CMBS lender; original surveys from acquisition may be updated/recertified |
| Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX | 288 | $12,500 | $8,500 | $21,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX | 340 | $14,500 | $9,500 | $24,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX | 310 | $13,500 | $9,000 | $22,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX | 342 | $14,500 | $10,000 | $24,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA | 296 | $13,000 | $9,000 | $22,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA | 264 | $12,000 | $8,500 | $20,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA | 260 | $12,000 | $8,500 | $20,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL | 308 | $13,500 | $9,500 | $23,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL | 292 | $13,000 | $9,000 | $22,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL | 260 | $12,000 | $8,500 | $20,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC | 284 | $13,000 | $9,000 | $22,000 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC | 256 | $12,500 | $9,000 | $21,500 | Thornfield Appraisal Group LLC | |
| Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN | 380 | $13,000 | $9,000 | $22,000 | Thornfield Appraisal Group LLC | Largest property by units (380); built 2021 |
| TOTAL | 4,200 | $182,000 | $126,000 | $308,000 | Survey costs range from $12,000–$14,500 depending on property size and complexity; appraisal fees $8,500–$10,000 per property |