1036-00001 · Banking & Finance practice group · Closing

form-borrower-closing-certificate.docx DOCUMENT Finance & Banking

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FORM — Prepared by Marcus Leung, Calderwood & Harkness LLP, Matter No. 1036-00001

BORROWER'S CLOSING CERTIFICATE

Delivered pursuant to Section 4.01(q) of that certain Loan Agreement dated as of November 28, 2025 (the "Loan Agreement")

Loan Amount: $240,000,000

Lender:

Clarendon Metropolitan Insurance Company, a New York domiciled insurance company, with its principal office located at 1 MetroTech Center, Brooklyn, New York 11201 (the "Lender")

Borrowers:

Fairwater Sun Belt I LLC, a Delaware limited liability company Fairwater Sun Belt II LLC, a Delaware limited liability company Fairwater Sun Belt III LLC, a Delaware limited liability company Fairwater Sun Belt IV LLC, a Delaware limited liability company Fairwater Sun Belt V LLC, a Delaware limited liability company Fairwater Sun Belt VI LLC, a Delaware limited liability company Fairwater Sun Belt VII LLC, a Delaware limited liability company Fairwater Sun Belt VIII LLC, a Delaware limited liability company Fairwater Sun Belt IX LLC, a Delaware limited liability company Fairwater Sun Belt X LLC, a Delaware limited liability company Fairwater Sun Belt XI LLC, a Delaware limited liability company Fairwater Sun Belt XII LLC, a Delaware limited liability company Fairwater Sun Belt XIII LLC, a Delaware limited liability company Fairwater Sun Belt XIV LLC, a Delaware limited liability company

(each a "Borrower" and collectively, the "Borrowers")

Sole Member of each Borrower:

Fairwater Operating Partnership, L.P., a Delaware limited partnership ("Fairwater OP")

General Partner of Fairwater OP:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT" or the "Guarantor")

Date:

November 28, 2025

RECITALS

WHEREAS, the Borrowers and the Lender are parties to that certain Loan Agreement, dated as of November 28, 2025 (the "Loan Agreement"), by and among the Borrowers, as borrowers, and Clarendon Metropolitan Insurance Company, as lender, pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make a mortgage loan to the Borrowers in the original principal amount of Two Hundred Forty Million and 00/100 Dollars ($240,000,000) (the "Loan");

WHEREAS, in connection with the Loan, the Borrowers have executed and delivered to the Lender that certain Promissory Note, dated as of the date hereof (the "Note"), in the original principal amount of $240,000,000, bearing interest at a fixed rate of 6.25% per annum, providing for amortization of principal and interest over a thirty (30) year amortization schedule, and having a maturity date of December 1, 2035 (subject to any extension options set forth in the Loan Agreement);

WHEREAS, as a condition to the making of the Loan, Fairwater Real Estate Investment Trust, as guarantor, has executed and delivered to the Lender that certain Guaranty Agreement, dated as of the date hereof (the "Guaranty"), guaranteeing certain obligations of the Borrowers under the Loan Documents as more particularly described therein;

WHEREAS, as a further condition to the making of the Loan, the Borrowers and the Guarantor have executed and delivered to the Lender that certain Environmental Indemnity Agreement, dated as of the date hereof (the "Environmental Indemnity"), providing for indemnification of the Lender with respect to certain environmental matters affecting the properties constituting collateral for the Loan;

WHEREAS, as security for the Loan, the Borrowers have executed and delivered to the Lender those certain Mortgages, Deeds of Trust, Deeds to Secure Debt, Assignments of Leases and Rents, and Security Agreements (collectively, the "Mortgages"), encumbering each of the fourteen (14) multifamily residential properties comprising the Sun Belt Portfolio (each, a "Property" and collectively, the "Properties"), located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, as more particularly described in Exhibit B attached hereto;

WHEREAS, the Loan Agreement, the Note, the Guaranty, the Environmental Indemnity, the Mortgages, the Assignments of Leases and Rents, and all other documents, instruments, agreements, and certificates now or hereafter executed and delivered in connection with the Loan are collectively referred to herein as the "Loan Documents";

WHEREAS, this Borrower's Closing Certificate (this "Certificate") is delivered by the Borrowers to the Lender pursuant to Section 4.01(q) of the Loan Agreement as a condition precedent to the initial funding of the Loan on the date hereof (the "Closing Date"); and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

NOW, THEREFORE, the undersigned hereby certifies to the Lender, and to the Lender's successors and assigns, as follows:

SECTION 1: IDENTIFICATION OF CERTIFYING OFFICER; AUTHORITY

The undersigned, Jonathan R. Calder, Chief Executive Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, acting in its capacity as the general partner of Fairwater Operating Partnership, L.P., a Delaware limited partnership, which in turn acts in its capacity as the sole member of each Borrower, hereby certifies to the Lender and to the Lender's successors and assigns the matters set forth in this Certificate.

The undersigned is a duly authorized officer of Fairwater Real Estate Investment Trust, the general partner of Fairwater Operating Partnership, L.P. As such officer, the undersigned is authorized to execute and deliver this Certificate on behalf of each Borrower in connection with the closing of the Loan. The undersigned has the full power and authority, pursuant to duly adopted resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust, dated September 8, 2025, and pursuant to the organizational documents of each Borrower and of Fairwater Operating Partnership, L.P., to make each of the certifications contained herein.

In making the certifications set forth herein, the undersigned has made due and diligent inquiry of such other officers, directors, employees, agents, and advisors of the Borrowers, the Guarantor, and their respective affiliates as the undersigned has deemed necessary or appropriate to ascertain the truth and accuracy of the matters certified herein.

SECTION 2: REPRESENTATIONS AND WARRANTIES

2.1. General Bring-Down. The undersigned hereby certifies to the Lender that all representations and warranties made by each Borrower in the Loan Agreement and in the other Loan Documents are true, correct, and complete in all material respects as of the Closing Date, with the same force and effect as though each such representation and warranty were made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation and warranty is true, correct, and complete in all material respects as of such earlier date and not as of the Closing Date.

2.2. Specific Representations. Without limiting the generality of Section 2.1, the undersigned specifically confirms that the following representations and warranties are true and correct in all material respects as of the Closing Date:

(a) Organization and Good Standing. Each Borrower (Fairwater Sun Belt I LLC through and including Fairwater Sun Belt XIV LLC) is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Borrower has the requisite power and authority to own, lease, and operate its respective Property and to carry on its business as presently conducted.

(b) Foreign Qualification. Each Borrower is duly qualified to transact business and is in good standing as a foreign limited liability company in the state in which its respective Property is located, as follows: the State of Texas (with respect to Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, and Fairwater Sun Belt V LLC), the State of Georgia (with respect to Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, and Fairwater Sun Belt VIII LLC), the State of Florida (with respect to Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, and Fairwater Sun Belt XI LLC), the State of North Carolina (with respect to Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC), and the State of Tennessee (with respect to Fairwater Sun Belt XIV LLC). Each such foreign qualification is current and in full force and effect.

(c) Due Authorization. The execution, delivery, and performance of the Loan Documents by each Borrower have been duly authorized by all necessary organizational action on the part of each Borrower, including the approval of Fairwater Operating Partnership, L.P. (as the sole member of each Borrower) and Fairwater Real Estate Investment Trust (as the general partner of Fairwater Operating Partnership, L.P.), including, without limitation, the board resolution of the Board of Trustees of Fairwater Real Estate Investment Trust adopted on September 8, 2025.

(d) Enforceability. The Loan Documents constitute the legal, valid, and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) No Conflict. Neither the execution and delivery of the Loan Documents by any Borrower, nor the consummation of the transactions contemplated thereby, nor compliance with the terms and provisions thereof, will (i) conflict with or result in a violation of the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of any Borrower, or the Certificate of Limited Partnership or the Amended and Restated Agreement of Limited Partnership of Fairwater Operating Partnership, L.P., or the Declaration of Trust or Articles of Amendment and Restatement of Fairwater Real Estate Investment Trust, (ii) conflict with, result in a violation or breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under any material agreement, instrument, indenture, mortgage, lease, or other obligation to which any Borrower is a party or by which any Borrower or any of its assets may be bound, or (iii) violate any applicable law, statute, regulation, rule, order, judgment, decree, or ordinance of any governmental authority having jurisdiction over any Borrower or any Property.

(f) Single-Purpose Entity Status. Each Borrower is a single-purpose entity and is in compliance, as of the Closing Date, with all of the separateness and single-purpose entity covenants set forth in Article VII of its Amended and Restated Limited Liability Company Agreement and in Section 5.21 of the Loan Agreement, including, without limitation, (i) maintaining its own separate books and records, (ii) maintaining at least one (1) independent director or independent manager, as applicable, (iii) not commingling its assets or funds with those of any other entity, (iv) maintaining separate bank accounts, (v) holding itself out as a separate entity and conducting business in its own name, (vi) observing all organizational formalities, (vii) paying its own liabilities and expenses from its own funds, (viii) maintaining adequate capitalization in light of its contemplated business operations, (ix) not guaranteeing or becoming obligated for the debts of any other entity (other than as expressly permitted under the Loan Agreement), and (x) not acquiring obligations or securities of any of its partners, members, or affiliates.

(g) Title and Liens. Each Property constituting collateral for the Loan is owned by the applicable Borrower in fee simple and is free and clear of all liens, claims, charges, encumbrances, security interests, and other adverse claims, except for the Permitted Exceptions as defined in and set forth in Schedule C to the Loan Agreement and except for the liens and security interests created by the Loan Documents in favor of the Lender.

(h) Property Management. Fairwater Residential Management LLC, a Delaware limited liability company (EIN 52-2953810), is the property manager for each Property pursuant to separate property management agreements dated as of July 1, 2025, each of which is in full force and effect and has been approved by the Lender in accordance with Section 5.16 of the Loan Agreement.

SECTION 3: NO DEFAULT

3.1. No Default or Event of Default. The undersigned hereby certifies to the Lender that, as of the Closing Date, no Default or Event of Default (each as defined in Article VIII of the Loan Agreement) has occurred and is continuing under the Loan Agreement or under any other Loan Document.

3.2. No Incipient Default. The undersigned further certifies that, as of the Closing Date, no event has occurred and no condition exists that, with the giving of notice or the lapse of time, or both, would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document.

3.3. No Third-Party Defaults. The undersigned further certifies that, as of the Closing Date, no Borrower has received any written notice of default under any material agreement, contract, lease, or other instrument to which such Borrower is a party or by which any of its assets are bound, and, to the knowledge of the undersigned after due inquiry, no such default has occurred and is continuing.

SECTION 4: CONDITIONS PRECEDENT

4.1. Satisfaction of Conditions. The undersigned hereby certifies to the Lender that, to the knowledge of the undersigned after due inquiry and investigation, all conditions precedent to the obligation of the Lender to fund the Loan as set forth in Section 4.01 of the Loan Agreement have been satisfied (or, to the extent not satisfied, have been waived by the Lender in writing) as of the Closing Date, including, without limitation, the following:

(a) Execution and Delivery of Loan Documents. The Loan Agreement, the Note, and all other Loan Documents required to be executed and delivered by the Borrowers and the Guarantor on or prior to the Closing Date have been duly executed and delivered by all Borrowers and by the Guarantor, as applicable.

(b) Promissory Note. The Borrowers have executed and delivered to the Lender the Promissory Note in the original principal amount of $240,000,000, bearing interest at a fixed rate of 6.25% per annum, providing for monthly payments of principal and interest based on a 30-year amortization schedule, with a maturity date of December 1, 2035.

(c) Guaranty Agreement. Fairwater Real Estate Investment Trust has executed and delivered to the Lender the Guaranty Agreement, guaranteeing the recourse carve-out obligations of the Borrowers and such other obligations as set forth therein.

(d) Environmental Indemnity. The Borrowers and the Guarantor have executed and delivered to the Lender the Environmental Indemnity Agreement, indemnifying the Lender against environmental liabilities arising from or relating to the Properties.

(e) Mortgages. The Borrowers have executed and delivered Mortgages (or, as applicable, Deeds of Trust or Deeds to Secure Debt, as the case may be under the applicable state's legal conventions) encumbering each of the fourteen (14) Properties in the Sun Belt Portfolio, for recordation in the applicable recording offices in the following jurisdictions:

(i) Williamson County, Texas (Ridgewater at Lakeline — Austin, TX); (ii) Bexar County, Texas (Sagebrush Commons — San Antonio, TX); (iii) Fort Bend County, Texas (Cypress Bend — Katy, TX); (iv) Fort Bend County, Texas (Willowbrook Terrace — Sugar Land, TX); (v) Collin County, Texas (Heritage at Stonebriar — Frisco, TX); (vi) Fulton County, Georgia (Peachtree Crossings — Alpharetta, GA); (vii) Cobb County, Georgia (Cumberland Ridge — Smyrna, GA); (viii) Gwinnett County, Georgia (Sugarloaf Station — Duluth, GA); (ix) Hillsborough County, Florida (Bayshore Landings — Tampa, FL); (x) Orange County, Florida (Solara at Millenia — Orlando, FL); (xi) Duval County, Florida (Riverside Preserve — Jacksonville, FL); (xii) Mecklenburg County, North Carolina (Stonewall Flats — Charlotte, NC); (xiii) Wake County, North Carolina (Crabtree Pointe — Raleigh, NC); and (xiv) Davidson County, Tennessee (Harpeth Valley — Nashville, TN).

(f) Assignments of Leases and Rents. The Borrowers have executed and delivered assignments of leases, rents, and profits for each of the fourteen (14) Properties, assigning to the Lender all of the Borrowers' right, title, and interest in and to all existing and future leases, rents, issues, and profits derived from or arising out of the Properties.

(g) Cash Management Agreement. The Borrowers, the Lender, and the cash management bank have executed and delivered the Cash Management Agreement, establishing lockbox accounts and cash management procedures in accordance with the terms of the Loan Agreement.

(h) Title Insurance. The Lender has received American Land Title Association (ALTA) lender's title insurance policies (or irrevocable marked-up commitments for title insurance) from Marlowe Asset Management Title Insurance Group, Inc. for each Property, in an amount equal to the allocated loan amount for such Property, in form and substance acceptable to the Lender, insuring the first-priority lien position of the Mortgages, subject only to Permitted Exceptions, and with such endorsements as required by the Lender.

(i) Surveys. The Lender has received current ALTA/NSPS Land Title Surveys for each Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, certified to the Lender and the title company, and including such Table A optional survey items as the Lender has required.

(j) Appraisals. The Lender has received MAI appraisals for each Property prepared by Thornfield Appraisal Group LLC, each dated no earlier than ninety (90) days prior to the Closing Date, prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and otherwise in form and substance acceptable to the Lender, reflecting an aggregate appraised value of the Properties of not less than $385,000,000.

(k) UCC Financing Statements. UCC-1 financing statements have been prepared, and arrangements have been made for the filing of such financing statements, as follows: (i) in the office of the Secretary of State of the State of Delaware, covering the equity interests in each Borrower pledged pursuant to the Loan Documents, and (ii) in the applicable county recording offices in each state where a Property is located, as fixture filings covering fixtures and other personal property located at or used in connection with each Property.

(l) Good Standing Certificates — Borrowers. The Lender has received certificates of good standing (or certificates of status) for each Borrower (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) issued by the Secretary of State of the State of Delaware, each dated no earlier than thirty (30) days prior to the Closing Date. The Lender has also received certificates of good standing or certificates of authorization (or their equivalents) for each Borrower from the Secretary of State (or equivalent governmental authority) in each state where such Borrower's respective Property is located, as follows: the Texas Secretary of State, the Georgia Secretary of State, the Florida Department of State Division of Corporations, the North Carolina Secretary of State, and the Tennessee Secretary of State.

(m) Good Standing Certificate — Fairwater REIT. The Lender has received a certificate of good standing (or certificate of status) for Fairwater Real Estate Investment Trust (SDAT Entity ID D19483726) issued by the Maryland State Department of Assessments and Taxation, dated no earlier than thirty (30) days prior to the Closing Date.

(n) Good Standing Certificate — Fairwater OP. The Lender has received a certificate of good standing (or certificate of status) for Fairwater Operating Partnership, L.P. issued by the Secretary of State of the State of Delaware, dated no earlier than thirty (30) days prior to the Closing Date.

(o) Legal Opinions. The Lender has received legal opinions from Calderwood & Harkness LLP, as borrower's counsel, addressing such matters as the Lender has required, including opinions as to due organization, valid existence, due authorization, enforceability, and non-contravention with respect to each Borrower, Fairwater Operating Partnership, L.P., and Fairwater Real Estate Investment Trust. The Lender has also received supplemental local counsel opinions from qualified counsel admitted to practice in each of the States of Texas, Georgia, Florida, North Carolina, and Tennessee, addressing such state-specific legal matters as the Lender has required, including the enforceability of the Mortgages and the Assignments of Leases and Rents under applicable state law.

(p) Insurance. The Lender has received evidence, in form and substance satisfactory to the Lender, that insurance coverages are in place for each Property in compliance with the requirements of Section 5.04 of the Loan Agreement, including commercial property insurance, commercial general liability insurance, business interruption/rental loss insurance, flood insurance (where applicable), builder's risk insurance (where applicable), workers' compensation insurance, and umbrella/excess liability insurance, with the Lender and its successors and assigns named as additional insureds and/or loss payees, as applicable.

(q) Environmental Reports. The Lender has received Phase I Environmental Site Assessments for each Property, prepared in accordance with ASTM E1527-21, and in form and substance acceptable to the Lender, identifying no Recognized Environmental Conditions that have not been addressed to the Lender's satisfaction or that would otherwise constitute a basis for the Lender to decline to fund the Loan.

(r) Organizational Documents. The Borrowers have delivered the Amended and Restated Limited Liability Company Agreements for each Borrower, each incorporating, among other things, the separateness and single-purpose entity covenants required by the Lender, independent director or independent manager requirements, restrictions on the incurrence of additional indebtedness, restrictions on voluntary dissolution or bankruptcy filings, REIT distribution carve-outs, and such other provisions as the Lender has required.

(s) Borrower's Closing Certificate. The Borrowers have delivered this Certificate.

(t) Origination Fee. The Borrowers have paid (or have authorized the escrow agent to pay from closing proceeds) the origination fee in the amount of $1,800,000 (equal to 0.75% of the Loan amount of $240,000,000) to the Lender.

(u) Rate Lock Deposit. The rate lock deposit in the amount of $2,400,000 (Lender reference number CL-CMBS-2025-09-0347), previously paid by the Borrowers to the Lender in accordance with the Rate Lock Deposit Side Letter dated September 15, 2025, has been applied to the origination fee and/or closing costs, or has been refunded to the Borrowers, in each case in accordance with the terms and provisions of such Rate Lock Deposit Side Letter.

(v) Payoff of Existing Indebtedness. The Lender has received satisfactory evidence that the existing bridge credit facility in the aggregate principal amount of $240,000,000, to which the Borrowers are borrowers and Kensington National Bank, N.A. is the administrative agent, shall be simultaneously paid off and discharged on the Closing Date using proceeds of the Loan, including (i) receipt by the Lender of a payoff letter from Kensington National Bank, N.A., in form and substance acceptable to the Lender, setting forth the total amount required to pay in full and discharge all obligations under such existing facility, (ii) arrangements for the filing of UCC-3 termination statements and the execution and delivery of lien release documents for each Property, and (iii) confirmation from the escrow agent that the payoff amount set forth in such payoff letter will be wire-transferred directly to Kensington National Bank, N.A. from closing proceeds simultaneously with the funding of the Loan.

SECTION 5: ORGANIZATIONAL DOCUMENTS

5.1. The undersigned hereby certifies that true, correct, and complete copies of the following organizational documents have been delivered to the Lender (or are attached hereto as exhibits or schedules), and that no amendments, modifications, or supplements have been made thereto except as set forth in the documents so delivered:

(a) Certificates of Formation. The Certificate of Formation for each of the fourteen (14) Borrower SPEs, as originally filed with the Secretary of State of the State of Delaware, together with any certificates of amendment thereto.

(b) Borrower LLC Agreements. The Amended and Restated Limited Liability Company Agreement for each Borrower, incorporating, among other things, CMBS separateness covenants consistent with rating agency requirements, independent director or independent manager provisions (including the requirement that at least one (1) independent director or independent manager must approve any voluntary bankruptcy, insolvency, or similar filing by such Borrower), restrictions on additional indebtedness, restrictions on transfers of membership interests, REIT distribution carve-outs (permitting distributions to the extent necessary for Fairwater REIT to maintain its qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended), and such other provisions as the Lender has required.

(c) Certificate of Limited Partnership. The Certificate of Limited Partnership of Fairwater Operating Partnership, L.P., as originally filed with the Secretary of State of the State of Delaware, together with any certificates of amendment thereto.

(d) Partnership Agreement. The Amended and Restated Agreement of Limited Partnership of Fairwater Operating Partnership, L.P., reflecting Fairwater Real Estate Investment Trust as the general partner holding a 99.2% partnership interest and various OP unit holders collectively holding a 0.8% partnership interest, together with any amendments, supplements, or side letters thereto.

(e) REIT Organizational Documents. The Declaration of Trust and Articles of Amendment and Restatement of Fairwater Real Estate Investment Trust, as filed with the Maryland State Department of Assessments and Taxation, together with all amendments thereto and the current Bylaws of Fairwater Real Estate Investment Trust, as amended and in effect as of the Closing Date.

(f) Foreign Qualification Certificates. Certificates of registration, certificates of authority, or certificates of qualification (as applicable under the laws of each state) evidencing the qualification of each Borrower to transact business as a foreign limited liability company in the state in which its respective Property is located.

(g) Board Resolution. A certified copy of the resolutions duly adopted by the Board of Trustees of Fairwater Real Estate Investment Trust at a meeting held on September 8, 2025 (at which a quorum was present and acting throughout), authorizing the permanent financing of the Sun Belt Portfolio through the Loan with the Lender and authorizing designated officers to execute and deliver the Loan Documents and all related documents and instruments on behalf of the Borrowers and the Guarantor.

SECTION 6: INCUMBENCY

6.1. Authorized Signatories. Exhibit A attached hereto and incorporated herein by reference sets forth the name, title, and specimen signature of each person authorized to execute the Loan Documents and any other documents, instruments, agreements, or certificates to be delivered in connection with the Loan and the transactions contemplated by the Loan Agreement on behalf of each Borrower. The authorized signatories are as follows:

(a) Jonathan R. Calder — Chief Executive Officer of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower;

(b) Naomi T. Sinclair — Chief Financial Officer of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower; and

(c) David A. Whitfield — General Counsel of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower.

6.2. Due Authorization. Each of the persons identified in Section 6.1 and listed in Exhibit A hereto has been duly authorized by all necessary organizational action — including the board resolution adopted on September 8, 2025 and all requisite consents and approvals under the organizational documents of each Borrower, Fairwater Operating Partnership, L.P., and Fairwater Real Estate Investment Trust — to execute and deliver the Loan Documents and all related documents and instruments and to take all actions required or contemplated thereunder on behalf of each Borrower.

6.3. No Revocation. The authority of each such person to act on behalf of each Borrower as described herein has not been revoked, modified, amended, or superseded, and remains in full force and effect as of the Closing Date.

SECTION 7: ADDITIONAL CERTIFICATIONS

7.1. No Litigation. The undersigned hereby certifies that, as of the Closing Date, there are no pending actions, suits, proceedings, claims, or investigations before any court, governmental agency, arbitration panel, or other tribunal against any Borrower, Fairwater Operating Partnership, L.P., Fairwater Real Estate Investment Trust, or any Property that would (a) materially adversely affect any Borrower's ability to perform its obligations under the Loan Documents, (b) materially adversely affect the value, condition, or operation of any Property, or (c) challenge or seek to enjoin the transactions contemplated by the Loan Documents. To the knowledge of the undersigned after due inquiry, no such actions, suits, proceedings, claims, or investigations are threatened in writing or otherwise.

7.2. No Material Adverse Change. The undersigned hereby certifies that, since the date of the most recent financial statements delivered to the Lender in connection with the underwriting and closing of the Loan (including, without limitation, the audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal year ended December 31, 2024, and the unaudited interim financial statements for the nine-month period ended September 30, 2025), there has been no material adverse change in the financial condition, operations, assets, liabilities, properties, or business of any Borrower, Fairwater Operating Partnership, L.P., or the Guarantor, taken individually or as a whole.

7.3. REIT Status. The undersigned hereby confirms that Fairwater Real Estate Investment Trust (EIN 52-2847193) has elected to qualify as a "real estate investment trust" within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and has continuously maintained such qualification since its initial taxable year ended December 31, 2012. Fairwater REIT intends to continue to maintain its status as a real estate investment trust and to comply with the requirements for qualification as such for each taxable year. As of the Closing Date, no event has occurred, and no condition exists, that would reasonably be expected to cause Fairwater REIT to fail to qualify as a real estate investment trust.

7.4. Compliance with Laws. The undersigned hereby certifies that, as of the Closing Date, each Borrower is in compliance in all material respects with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, and regulations (including, without limitation, applicable zoning, building code, environmental, accessibility (ADA/FHA), and fair housing laws and regulations) affecting the Properties, and no Borrower has received any written notice from any governmental authority alleging any material non-compliance with any such laws, statutes, ordinances, codes, rules, or regulations that has not been cured or otherwise resolved.

7.5. Occupancy. The undersigned hereby confirms that, as of the Closing Date, the portfolio-wide weighted average physical occupancy rate for the fourteen (14) Properties comprising the Sun Belt Portfolio is not less than the minimum occupancy threshold required under Section 5.19 of the Loan Agreement. Based on the most recent rent rolls delivered to the Lender (dated as of November 1, 2025), the portfolio-wide weighted average physical occupancy rate is 93.7%, which meets or exceeds the applicable threshold.

SECTION 8: PROPERTY SCHEDULE CONFIRMATION

8.1. The undersigned hereby certifies that Exhibit B attached hereto and incorporated herein by reference sets forth a true, correct, and complete list of all fourteen (14) Properties comprising the Sun Belt Portfolio, together with the following information for each Property: (a) the Borrower SPE entity name that owns such Property, (b) the property name, (c) the city and state in which such Property is located, (d) the number of multifamily residential units at such Property, (e) the year in which such Property was built, (f) the appraised value of such Property as set forth in the applicable MAI appraisal prepared by Thornfield Appraisal Group LLC, and (g) the allocated loan amount for such Property.

8.2. As set forth in Exhibit B, the Sun Belt Portfolio comprises a total of 4,200 multifamily residential units, with an aggregate appraised value of $385,000,000 and an aggregate allocated loan amount of $240,000,000, resulting in a loan-to-value ratio of approximately 62.3%.

8.3. The allocated loan amounts set forth in Exhibit B have been calculated on a pro rata basis by reference to the appraised value of each Property relative to the aggregate appraised value of all Properties (i.e., for each Property, the Allocated Loan Amount = [Property Appraised Value ÷ $385,000,000] × $240,000,000), subject to rounding adjustments.

SECTION 9: RELIANCE AND SURVIVAL

9.1. Reliance. The Lender and its successors and assigns (including, without limitation, any trustee, master servicer, special servicer, certificate holders, or other parties to or beneficiaries of any securitization, including any commercial mortgage-backed securities ("CMBS") securitization trust, referencing the indicative designation CLRN 2025-C14 or any successor designation) are entitled to rely upon this Certificate and the certifications, representations, and warranties contained herein in connection with the funding of the Loan and any subsequent sale, assignment, transfer, participation, or securitization of the Loan or any interest therein.

9.2. Survival. The certifications, representations, and warranties contained in this Certificate shall survive the closing of the Loan and shall remain in full force and effect for so long as any amounts remain outstanding under the Loan Documents, including, without limitation, any principal, interest, premium, fees, costs, expenses, indemnification obligations, or other amounts owed by the Borrowers or the Guarantor under or in connection with the Loan Documents.

9.3. Due Inquiry. The undersigned has made due inquiry and investigation of such persons, records, files, and other sources of information as the undersigned has deemed necessary or appropriate to make the certifications contained herein. The undersigned has consulted with legal counsel, financial advisors, and other professionals as necessary to confirm the accuracy of the matters certified herein.

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SIGNATURE PAGE TO BORROWER'S CLOSING CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Borrower's Closing Certificate on behalf of each of the Borrowers listed on Schedule I (Exhibit C) hereto, as of the date first set forth above.

On behalf of each of the following Borrowers:

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, each a Delaware limited liability company:

By: FAIRWATER OPERATING PARTNERSHIP, L.P.,

a Delaware limited partnership, the sole member of each Borrower

By: FAIRWATER REAL ESTATE INVESTMENT TRUST,

a Maryland real estate investment trust, its general partner

By: ________

Name: Jonathan R. Calder

Title: Chief Executive Officer

Date: November 28, 2025

EXHIBIT A

INCUMBENCY CERTIFICATE

The undersigned, Naomi T. Sinclair, Chief Financial Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "REIT"), in its capacity as the general partner of Fairwater Operating Partnership, L.P., a Delaware limited partnership ("Fairwater OP"), the sole member of each of the Borrowers listed on Schedule I (Exhibit C) attached to this Borrower's Closing Certificate, hereby certifies to Clarendon Metropolitan Insurance Company (the "Lender") that the following persons are duly authorized officers of the REIT, acting in their respective capacities as set forth below, and are authorized to execute the Loan Documents and all related documents, instruments, agreements, and certificates on behalf of each Borrower in connection with the Loan:

The undersigned hereby further certifies that:

(a) Each of the persons listed above is a duly elected or appointed officer of Fairwater Real Estate Investment Trust, currently serving in the capacity indicated, and the specimen signature set forth opposite such person's name is the genuine signature of such person.

(b) Each such person has been duly authorized, pursuant to the resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust adopted on September 8, 2025, and pursuant to the organizational documents of each Borrower and Fairwater Operating Partnership, L.P., to execute and deliver the Loan Documents and all related documents and instruments and to take all actions required thereunder on behalf of each Borrower.

(c) Such authority has not been revoked, modified, amended, or superseded, and remains in full force and effect as of the date hereof.

(d) No other person or persons have been authorized to execute the Loan Documents or any related documents or instruments on behalf of any Borrower in connection with the Loan, except as set forth herein.

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of November 28, 2025.

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust, as general partner of Fairwater Operating Partnership, L.P., as sole member of each Borrower

By: ________

Name: Naomi T. Sinclair

Title: Chief Financial Officer

Date: November 28, 2025

COUNTERSIGNATURE:

I, Jonathan R. Calder, Chief Executive Officer of Fairwater Real Estate Investment Trust, hereby confirm that Naomi T. Sinclair is the duly authorized Chief Financial Officer of Fairwater Real Estate Investment Trust and that her signature set forth above is genuine.

By: ________

Name: Jonathan R. Calder

Title: Chief Executive Officer

Date: November 28, 2025

EXHIBIT B

PROPERTY SCHEDULE — SUN BELT PORTFOLIO

The following table sets forth a true, correct, and complete list of all fourteen (14) multifamily residential properties comprising the Sun Belt Portfolio, together with the SPE entity that owns each property, the property name, location (city and state), number of units, year built, appraised value, and allocated loan amount.

Note: Allocated Loan Amounts have been calculated on a pro rata basis using the following formula: Allocated Loan Amount = (Property Appraised Value ÷ $385,000,000) × $240,000,000. Due to rounding, the sum of individual Allocated Loan Amounts may not equal precisely $240,000,000. Final Allocated Loan Amounts will be adjusted at closing by mutual agreement of the Borrowers and the Lender to ensure the aggregate equals exactly $240,000,000.

EXHIBIT C

SCHEDULE I — LIST OF BORROWER ENTITIES

The following is a complete list of all fourteen (14) Borrower SPE entities that are parties to the Loan Agreement and on whose behalf this Borrower's Closing Certificate has been executed and delivered:

Each of the above-listed entities is a Delaware limited liability company. The sole member of each such entity is Fairwater Operating Partnership, L.P., a Delaware limited partnership (EIN 52-2904587). The general partner of Fairwater Operating Partnership, L.P. is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (EIN 52-2847193; SDAT Entity ID D19483726).

Name	Title	Capacity	Specimen Signature
Jonathan R. Calder	Chief Executive Officer, Fairwater Real Estate Investment Trust	Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower	________
Naomi T. Sinclair	Chief Financial Officer, Fairwater Real Estate Investment Trust	Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower	________
David A. Whitfield	General Counsel, Fairwater Real Estate Investment Trust	Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower	________
SPE Entity Name	Property Name	City, State	Units	Year Built	Appraised Value	Allocated Loan Amount
Fairwater Sun Belt I LLC	Ridgewater at Lakeline	Austin, TX	320	2018	$32,500,000	$20,259,740
Fairwater Sun Belt II LLC	Sagebrush Commons	San Antonio, TX	288	2016	$24,800,000	$15,461,039
Fairwater Sun Belt III LLC	Cypress Bend	Katy, TX	340	2019	$30,200,000	$18,826,623
Fairwater Sun Belt IV LLC	Willowbrook Terrace	Sugar Land, TX	310	2017	$29,100,000	$18,140,260
Fairwater Sun Belt V LLC	Heritage at Stonebriar	Frisco, TX	342	2020	$35,800,000	$22,316,883
Fairwater Sun Belt VI LLC	Peachtree Crossings	Alpharetta, GA	296	2015	$28,600,000	$17,828,571
Fairwater Sun Belt VII LLC	Cumberland Ridge	Smyrna, GA	264	2014	$24,200,000	$15,087,013
Fairwater Sun Belt VIII LLC	Sugarloaf Station	Duluth, GA	260	2016	$23,400,000	$14,588,312
Fairwater Sun Belt IX LLC	Bayshore Landings	Tampa, FL	308	2017	$33,800,000	$21,070,130
Fairwater Sun Belt X LLC	Solara at Millenia	Orlando, FL	292	2018	$30,600,000	$19,075,325
Fairwater Sun Belt XI LLC	Riverside Preserve	Jacksonville, FL	260	2015	$22,400,000	$13,964,935
Fairwater Sun Belt XII LLC	Stonewall Flats	Charlotte, NC	284	2019	$28,200,000	$17,579,221
Fairwater Sun Belt XIII LLC	Crabtree Pointe	Raleigh, NC	256	2017	$26,400,000	$16,457,143
Fairwater Sun Belt XIV LLC	Harpeth Valley	Nashville, TN	380	2021	$15,000,000	$9,350,649
TOTALS	4,200	$385,000,000	$240,005,844
No.	Full Legal Name	Jurisdiction of Organization	State of Foreign Qualification	EIN	Corresponding Property
1	Fairwater Sun Belt I LLC	Delaware	Texas	93-3281041	Ridgewater at Lakeline (Austin, TX)
2	Fairwater Sun Belt II LLC	Delaware	Texas	93-3281052	Sagebrush Commons (San Antonio, TX)
3	Fairwater Sun Belt III LLC	Delaware	Texas	93-3281063	Cypress Bend (Katy, TX)
4	Fairwater Sun Belt IV LLC	Delaware	Texas	93-3281074	Willowbrook Terrace (Sugar Land, TX)

5	Fairwater Sun Belt V LLC	Delaware	Texas	93-3281085	Heritage at Stonebriar (Frisco, TX)
6	Fairwater Sun Belt VI LLC	Delaware	Georgia	93-3281096	Peachtree Crossings (Alpharetta, GA)
7	Fairwater Sun Belt VII LLC	Delaware	Georgia	93-3281107	Cumberland Ridge (Smyrna, GA)
8	Fairwater Sun Belt VIII LLC	Delaware	Georgia	93-3281118	Sugarloaf Station (Duluth, GA)
9	Fairwater Sun Belt IX LLC	Delaware	Florida	93-3281129	Bayshore Landings (Tampa, FL)
10	Fairwater Sun Belt X LLC	Delaware	Florida	93-3281130	Solara at Millenia (Orlando, FL)
11	Fairwater Sun Belt XI LLC	Delaware	Florida	93-3281141	Riverside Preserve (Jacksonville, FL)
12	Fairwater Sun Belt XII LLC	Delaware	North Carolina	93-3281152	Stonewall Flats (Charlotte, NC)
13	Fairwater Sun Belt XIII LLC	Delaware	North Carolina	93-3281163	Crabtree Pointe (Raleigh, NC)
14	Fairwater Sun Belt XIV LLC	Delaware	Tennessee	93-3281174	Harpeth Valley (Nashville, TN)

FORM — Prepared by Marcus Leung, Calderwood & Harkness LLP, Matter No. 1036-00001
BORROWER'S CLOSING CERTIFICATE
Delivered pursuant to Section 4.01(q) of that certain Loan Agreement dated as of November 28, 2025 (the "Loan Agreement")
Loan Amount: $240,000,000
Lender:
Clarendon Metropolitan Insurance Company, a New York domiciled insurance company, with its principal office located at 1 MetroTech Center, Brooklyn, New York 11201 (the "Lender")
Borrowers:
Fairwater Sun Belt I LLC, a Delaware limited liability company Fairwater Sun Belt II LLC, a Delaware limited liability company Fairwater Sun Belt III LLC, a Delaware limited liability company Fairwater Sun Belt IV LLC, a Delaware limited liability company Fairwater Sun Belt V LLC, a Delaware limited liability company Fairwater Sun Belt VI LLC, a Delaware limited liability company Fairwater Sun Belt VII LLC, a Delaware limited liability company Fairwater Sun Belt VIII LLC, a Delaware limited liability company Fairwater Sun Belt IX LLC, a Delaware limited liability company Fairwater Sun Belt X LLC, a Delaware limited liability company Fairwater Sun Belt XI LLC, a Delaware limited liability company Fairwater Sun Belt XII LLC, a Delaware limited liability company Fairwater Sun Belt XIII LLC, a Delaware limited liability company Fairwater Sun Belt XIV LLC, a Delaware limited liability company
(each a "Borrower" and collectively, the "Borrowers")
Sole Member of each Borrower:
Fairwater Operating Partnership, L.P., a Delaware limited partnership ("Fairwater OP")
General Partner of Fairwater OP:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT" or the "Guarantor")
Date:
November 28, 2025
RECITALS
WHEREAS, the Borrowers and the Lender are parties to that certain Loan Agreement, dated as of November 28, 2025 (the "Loan Agreement"), by and among the Borrowers, as borrowers, and Clarendon Metropolitan Insurance Company, as lender, pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make a mortgage loan to the Borrowers in the original principal amount of Two Hundred Forty Million and 00/100 Dollars ($240,000,000) (the "Loan");
WHEREAS, in connection with the Loan, the Borrowers have executed and delivered to the Lender that certain Promissory Note, dated as of the date hereof (the "Note"), in the original principal amount of $240,000,000, bearing interest at a fixed rate of 6.25% per annum, providing for amortization of principal and interest over a thirty (30) year amortization schedule, and having a maturity date of December 1, 2035 (subject to any extension options set forth in the Loan Agreement);
WHEREAS, as a condition to the making of the Loan, Fairwater Real Estate Investment Trust, as guarantor, has executed and delivered to the Lender that certain Guaranty Agreement, dated as of the date hereof (the "Guaranty"), guaranteeing certain obligations of the Borrowers under the Loan Documents as more particularly described therein;
WHEREAS, as a further condition to the making of the Loan, the Borrowers and the Guarantor have executed and delivered to the Lender that certain Environmental Indemnity Agreement, dated as of the date hereof (the "Environmental Indemnity"), providing for indemnification of the Lender with respect to certain environmental matters affecting the properties constituting collateral for the Loan;
WHEREAS, as security for the Loan, the Borrowers have executed and delivered to the Lender those certain Mortgages, Deeds of Trust, Deeds to Secure Debt, Assignments of Leases and Rents, and Security Agreements (collectively, the "Mortgages"), encumbering each of the fourteen (14) multifamily residential properties comprising the Sun Belt Portfolio (each, a "Property" and collectively, the "Properties"), located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, as more particularly described in Exhibit B attached hereto;
WHEREAS, the Loan Agreement, the Note, the Guaranty, the Environmental Indemnity, the Mortgages, the Assignments of Leases and Rents, and all other documents, instruments, agreements, and certificates now or hereafter executed and delivered in connection with the Loan are collectively referred to herein as the "Loan Documents";
WHEREAS, this Borrower's Closing Certificate (this "Certificate") is delivered by the Borrowers to the Lender pursuant to Section 4.01(q) of the Loan Agreement as a condition precedent to the initial funding of the Loan on the date hereof (the "Closing Date"); and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
NOW, THEREFORE, the undersigned hereby certifies to the Lender, and to the Lender's successors and assigns, as follows:
SECTION 1: IDENTIFICATION OF CERTIFYING OFFICER; AUTHORITY
The undersigned, Jonathan R. Calder, Chief Executive Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, acting in its capacity as the general partner of Fairwater Operating Partnership, L.P., a Delaware limited partnership, which in turn acts in its capacity as the sole member of each Borrower, hereby certifies to the Lender and to the Lender's successors and assigns the matters set forth in this Certificate.
The undersigned is a duly authorized officer of Fairwater Real Estate Investment Trust, the general partner of Fairwater Operating Partnership, L.P. As such officer, the undersigned is authorized to execute and deliver this Certificate on behalf of each Borrower in connection with the closing of the Loan. The undersigned has the full power and authority, pursuant to duly adopted resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust, dated September 8, 2025, and pursuant to the organizational documents of each Borrower and of Fairwater Operating Partnership, L.P., to make each of the certifications contained herein.
In making the certifications set forth herein, the undersigned has made due and diligent inquiry of such other officers, directors, employees, agents, and advisors of the Borrowers, the Guarantor, and their respective affiliates as the undersigned has deemed necessary or appropriate to ascertain the truth and accuracy of the matters certified herein.
SECTION 2: REPRESENTATIONS AND WARRANTIES
2.1. General Bring-Down. The undersigned hereby certifies to the Lender that all representations and warranties made by each Borrower in the Loan Agreement and in the other Loan Documents are true, correct, and complete in all material respects as of the Closing Date, with the same force and effect as though each such representation and warranty were made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation and warranty is true, correct, and complete in all material respects as of such earlier date and not as of the Closing Date.
2.2. Specific Representations. Without limiting the generality of Section 2.1, the undersigned specifically confirms that the following representations and warranties are true and correct in all material respects as of the Closing Date:
(a) Organization and Good Standing. Each Borrower (Fairwater Sun Belt I LLC through and including Fairwater Sun Belt XIV LLC) is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Borrower has the requisite power and authority to own, lease, and operate its respective Property and to carry on its business as presently conducted.
(b) Foreign Qualification. Each Borrower is duly qualified to transact business and is in good standing as a foreign limited liability company in the state in which its respective Property is located, as follows: the State of Texas (with respect to Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, and Fairwater Sun Belt V LLC), the State of Georgia (with respect to Fairwater Sun Belt VI LLC, Fairwater Sun Belt VII LLC, and Fairwater Sun Belt VIII LLC), the State of Florida (with respect to Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, and Fairwater Sun Belt XI LLC), the State of North Carolina (with respect to Fairwater Sun Belt XII LLC and Fairwater Sun Belt XIII LLC), and the State of Tennessee (with respect to Fairwater Sun Belt XIV LLC). Each such foreign qualification is current and in full force and effect.
(c) Due Authorization. The execution, delivery, and performance of the Loan Documents by each Borrower have been duly authorized by all necessary organizational action on the part of each Borrower, including the approval of Fairwater Operating Partnership, L.P. (as the sole member of each Borrower) and Fairwater Real Estate Investment Trust (as the general partner of Fairwater Operating Partnership, L.P.), including, without limitation, the board resolution of the Board of Trustees of Fairwater Real Estate Investment Trust adopted on September 8, 2025.
(d) Enforceability. The Loan Documents constitute the legal, valid, and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(e) No Conflict. Neither the execution and delivery of the Loan Documents by any Borrower, nor the consummation of the transactions contemplated thereby, nor compliance with the terms and provisions thereof, will (i) conflict with or result in a violation of the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of any Borrower, or the Certificate of Limited Partnership or the Amended and Restated Agreement of Limited Partnership of Fairwater Operating Partnership, L.P., or the Declaration of Trust or Articles of Amendment and Restatement of Fairwater Real Estate Investment Trust, (ii) conflict with, result in a violation or breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under any material agreement, instrument, indenture, mortgage, lease, or other obligation to which any Borrower is a party or by which any Borrower or any of its assets may be bound, or (iii) violate any applicable law, statute, regulation, rule, order, judgment, decree, or ordinance of any governmental authority having jurisdiction over any Borrower or any Property.
(f) Single-Purpose Entity Status. Each Borrower is a single-purpose entity and is in compliance, as of the Closing Date, with all of the separateness and single-purpose entity covenants set forth in Article VII of its Amended and Restated Limited Liability Company Agreement and in Section 5.21 of the Loan Agreement, including, without limitation, (i) maintaining its own separate books and records, (ii) maintaining at least one (1) independent director or independent manager, as applicable, (iii) not commingling its assets or funds with those of any other entity, (iv) maintaining separate bank accounts, (v) holding itself out as a separate entity and conducting business in its own name, (vi) observing all organizational formalities, (vii) paying its own liabilities and expenses from its own funds, (viii) maintaining adequate capitalization in light of its contemplated business operations, (ix) not guaranteeing or becoming obligated for the debts of any other entity (other than as expressly permitted under the Loan Agreement), and (x) not acquiring obligations or securities of any of its partners, members, or affiliates.
(g) Title and Liens. Each Property constituting collateral for the Loan is owned by the applicable Borrower in fee simple and is free and clear of all liens, claims, charges, encumbrances, security interests, and other adverse claims, except for the Permitted Exceptions as defined in and set forth in Schedule C to the Loan Agreement and except for the liens and security interests created by the Loan Documents in favor of the Lender.
(h) Property Management. Fairwater Residential Management LLC, a Delaware limited liability company (EIN 52-2953810), is the property manager for each Property pursuant to separate property management agreements dated as of July 1, 2025, each of which is in full force and effect and has been approved by the Lender in accordance with Section 5.16 of the Loan Agreement.
SECTION 3: NO DEFAULT
3.1. No Default or Event of Default. The undersigned hereby certifies to the Lender that, as of the Closing Date, no Default or Event of Default (each as defined in Article VIII of the Loan Agreement) has occurred and is continuing under the Loan Agreement or under any other Loan Document.
3.2. No Incipient Default. The undersigned further certifies that, as of the Closing Date, no event has occurred and no condition exists that, with the giving of notice or the lapse of time, or both, would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document.
3.3. No Third-Party Defaults. The undersigned further certifies that, as of the Closing Date, no Borrower has received any written notice of default under any material agreement, contract, lease, or other instrument to which such Borrower is a party or by which any of its assets are bound, and, to the knowledge of the undersigned after due inquiry, no such default has occurred and is continuing.
SECTION 4: CONDITIONS PRECEDENT
4.1. Satisfaction of Conditions. The undersigned hereby certifies to the Lender that, to the knowledge of the undersigned after due inquiry and investigation, all conditions precedent to the obligation of the Lender to fund the Loan as set forth in Section 4.01 of the Loan Agreement have been satisfied (or, to the extent not satisfied, have been waived by the Lender in writing) as of the Closing Date, including, without limitation, the following:
(a) Execution and Delivery of Loan Documents. The Loan Agreement, the Note, and all other Loan Documents required to be executed and delivered by the Borrowers and the Guarantor on or prior to the Closing Date have been duly executed and delivered by all Borrowers and by the Guarantor, as applicable.
(b) Promissory Note. The Borrowers have executed and delivered to the Lender the Promissory Note in the original principal amount of $240,000,000, bearing interest at a fixed rate of 6.25% per annum, providing for monthly payments of principal and interest based on a 30-year amortization schedule, with a maturity date of December 1, 2035.
(c) Guaranty Agreement. Fairwater Real Estate Investment Trust has executed and delivered to the Lender the Guaranty Agreement, guaranteeing the recourse carve-out obligations of the Borrowers and such other obligations as set forth therein.
(d) Environmental Indemnity. The Borrowers and the Guarantor have executed and delivered to the Lender the Environmental Indemnity Agreement, indemnifying the Lender against environmental liabilities arising from or relating to the Properties.
(e) Mortgages. The Borrowers have executed and delivered Mortgages (or, as applicable, Deeds of Trust or Deeds to Secure Debt, as the case may be under the applicable state's legal conventions) encumbering each of the fourteen (14) Properties in the Sun Belt Portfolio, for recordation in the applicable recording offices in the following jurisdictions:
(i) Williamson County, Texas (Ridgewater at Lakeline — Austin, TX); (ii) Bexar County, Texas (Sagebrush Commons — San Antonio, TX); (iii) Fort Bend County, Texas (Cypress Bend — Katy, TX); (iv) Fort Bend County, Texas (Willowbrook Terrace — Sugar Land, TX); (v) Collin County, Texas (Heritage at Stonebriar — Frisco, TX); (vi) Fulton County, Georgia (Peachtree Crossings — Alpharetta, GA); (vii) Cobb County, Georgia (Cumberland Ridge — Smyrna, GA); (viii) Gwinnett County, Georgia (Sugarloaf Station — Duluth, GA); (ix) Hillsborough County, Florida (Bayshore Landings — Tampa, FL); (x) Orange County, Florida (Solara at Millenia — Orlando, FL); (xi) Duval County, Florida (Riverside Preserve — Jacksonville, FL); (xii) Mecklenburg County, North Carolina (Stonewall Flats — Charlotte, NC); (xiii) Wake County, North Carolina (Crabtree Pointe — Raleigh, NC); and (xiv) Davidson County, Tennessee (Harpeth Valley — Nashville, TN).
(f) Assignments of Leases and Rents. The Borrowers have executed and delivered assignments of leases, rents, and profits for each of the fourteen (14) Properties, assigning to the Lender all of the Borrowers' right, title, and interest in and to all existing and future leases, rents, issues, and profits derived from or arising out of the Properties.
(g) Cash Management Agreement. The Borrowers, the Lender, and the cash management bank have executed and delivered the Cash Management Agreement, establishing lockbox accounts and cash management procedures in accordance with the terms of the Loan Agreement.
(h) Title Insurance. The Lender has received American Land Title Association (ALTA) lender's title insurance policies (or irrevocable marked-up commitments for title insurance) from Marlowe Asset Management Title Insurance Group, Inc. for each Property, in an amount equal to the allocated loan amount for such Property, in form and substance acceptable to the Lender, insuring the first-priority lien position of the Mortgages, subject only to Permitted Exceptions, and with such endorsements as required by the Lender.
(i) Surveys. The Lender has received current ALTA/NSPS Land Title Surveys for each Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, certified to the Lender and the title company, and including such Table A optional survey items as the Lender has required.
(j) Appraisals. The Lender has received MAI appraisals for each Property prepared by Thornfield Appraisal Group LLC, each dated no earlier than ninety (90) days prior to the Closing Date, prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and otherwise in form and substance acceptable to the Lender, reflecting an aggregate appraised value of the Properties of not less than $385,000,000.
(k) UCC Financing Statements. UCC-1 financing statements have been prepared, and arrangements have been made for the filing of such financing statements, as follows: (i) in the office of the Secretary of State of the State of Delaware, covering the equity interests in each Borrower pledged pursuant to the Loan Documents, and (ii) in the applicable county recording offices in each state where a Property is located, as fixture filings covering fixtures and other personal property located at or used in connection with each Property.
(l) Good Standing Certificates — Borrowers. The Lender has received certificates of good standing (or certificates of status) for each Borrower (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) issued by the Secretary of State of the State of Delaware, each dated no earlier than thirty (30) days prior to the Closing Date. The Lender has also received certificates of good standing or certificates of authorization (or their equivalents) for each Borrower from the Secretary of State (or equivalent governmental authority) in each state where such Borrower's respective Property is located, as follows: the Texas Secretary of State, the Georgia Secretary of State, the Florida Department of State Division of Corporations, the North Carolina Secretary of State, and the Tennessee Secretary of State.
(m) Good Standing Certificate — Fairwater REIT. The Lender has received a certificate of good standing (or certificate of status) for Fairwater Real Estate Investment Trust (SDAT Entity ID D19483726) issued by the Maryland State Department of Assessments and Taxation, dated no earlier than thirty (30) days prior to the Closing Date.
(n) Good Standing Certificate — Fairwater OP. The Lender has received a certificate of good standing (or certificate of status) for Fairwater Operating Partnership, L.P. issued by the Secretary of State of the State of Delaware, dated no earlier than thirty (30) days prior to the Closing Date.
(o) Legal Opinions. The Lender has received legal opinions from Calderwood & Harkness LLP, as borrower's counsel, addressing such matters as the Lender has required, including opinions as to due organization, valid existence, due authorization, enforceability, and non-contravention with respect to each Borrower, Fairwater Operating Partnership, L.P., and Fairwater Real Estate Investment Trust. The Lender has also received supplemental local counsel opinions from qualified counsel admitted to practice in each of the States of Texas, Georgia, Florida, North Carolina, and Tennessee, addressing such state-specific legal matters as the Lender has required, including the enforceability of the Mortgages and the Assignments of Leases and Rents under applicable state law.
(p) Insurance. The Lender has received evidence, in form and substance satisfactory to the Lender, that insurance coverages are in place for each Property in compliance with the requirements of Section 5.04 of the Loan Agreement, including commercial property insurance, commercial general liability insurance, business interruption/rental loss insurance, flood insurance (where applicable), builder's risk insurance (where applicable), workers' compensation insurance, and umbrella/excess liability insurance, with the Lender and its successors and assigns named as additional insureds and/or loss payees, as applicable.
(q) Environmental Reports. The Lender has received Phase I Environmental Site Assessments for each Property, prepared in accordance with ASTM E1527-21, and in form and substance acceptable to the Lender, identifying no Recognized Environmental Conditions that have not been addressed to the Lender's satisfaction or that would otherwise constitute a basis for the Lender to decline to fund the Loan.
(r) Organizational Documents. The Borrowers have delivered the Amended and Restated Limited Liability Company Agreements for each Borrower, each incorporating, among other things, the separateness and single-purpose entity covenants required by the Lender, independent director or independent manager requirements, restrictions on the incurrence of additional indebtedness, restrictions on voluntary dissolution or bankruptcy filings, REIT distribution carve-outs, and such other provisions as the Lender has required.
(s) Borrower's Closing Certificate. The Borrowers have delivered this Certificate.
(t) Origination Fee. The Borrowers have paid (or have authorized the escrow agent to pay from closing proceeds) the origination fee in the amount of $1,800,000 (equal to 0.75% of the Loan amount of $240,000,000) to the Lender.
(u) Rate Lock Deposit. The rate lock deposit in the amount of $2,400,000 (Lender reference number CL-CMBS-2025-09-0347), previously paid by the Borrowers to the Lender in accordance with the Rate Lock Deposit Side Letter dated September 15, 2025, has been applied to the origination fee and/or closing costs, or has been refunded to the Borrowers, in each case in accordance with the terms and provisions of such Rate Lock Deposit Side Letter.
(v) Payoff of Existing Indebtedness. The Lender has received satisfactory evidence that the existing bridge credit facility in the aggregate principal amount of $240,000,000, to which the Borrowers are borrowers and Kensington National Bank, N.A. is the administrative agent, shall be simultaneously paid off and discharged on the Closing Date using proceeds of the Loan, including (i) receipt by the Lender of a payoff letter from Kensington National Bank, N.A., in form and substance acceptable to the Lender, setting forth the total amount required to pay in full and discharge all obligations under such existing facility, (ii) arrangements for the filing of UCC-3 termination statements and the execution and delivery of lien release documents for each Property, and (iii) confirmation from the escrow agent that the payoff amount set forth in such payoff letter will be wire-transferred directly to Kensington National Bank, N.A. from closing proceeds simultaneously with the funding of the Loan.
SECTION 5: ORGANIZATIONAL DOCUMENTS
5.1. The undersigned hereby certifies that true, correct, and complete copies of the following organizational documents have been delivered to the Lender (or are attached hereto as exhibits or schedules), and that no amendments, modifications, or supplements have been made thereto except as set forth in the documents so delivered:
(a) Certificates of Formation. The Certificate of Formation for each of the fourteen (14) Borrower SPEs, as originally filed with the Secretary of State of the State of Delaware, together with any certificates of amendment thereto.
(b) Borrower LLC Agreements. The Amended and Restated Limited Liability Company Agreement for each Borrower, incorporating, among other things, CMBS separateness covenants consistent with rating agency requirements, independent director or independent manager provisions (including the requirement that at least one (1) independent director or independent manager must approve any voluntary bankruptcy, insolvency, or similar filing by such Borrower), restrictions on additional indebtedness, restrictions on transfers of membership interests, REIT distribution carve-outs (permitting distributions to the extent necessary for Fairwater REIT to maintain its qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended), and such other provisions as the Lender has required.
(c) Certificate of Limited Partnership. The Certificate of Limited Partnership of Fairwater Operating Partnership, L.P., as originally filed with the Secretary of State of the State of Delaware, together with any certificates of amendment thereto.
(d) Partnership Agreement. The Amended and Restated Agreement of Limited Partnership of Fairwater Operating Partnership, L.P., reflecting Fairwater Real Estate Investment Trust as the general partner holding a 99.2% partnership interest and various OP unit holders collectively holding a 0.8% partnership interest, together with any amendments, supplements, or side letters thereto.
(e) REIT Organizational Documents. The Declaration of Trust and Articles of Amendment and Restatement of Fairwater Real Estate Investment Trust, as filed with the Maryland State Department of Assessments and Taxation, together with all amendments thereto and the current Bylaws of Fairwater Real Estate Investment Trust, as amended and in effect as of the Closing Date.
(f) Foreign Qualification Certificates. Certificates of registration, certificates of authority, or certificates of qualification (as applicable under the laws of each state) evidencing the qualification of each Borrower to transact business as a foreign limited liability company in the state in which its respective Property is located.
(g) Board Resolution. A certified copy of the resolutions duly adopted by the Board of Trustees of Fairwater Real Estate Investment Trust at a meeting held on September 8, 2025 (at which a quorum was present and acting throughout), authorizing the permanent financing of the Sun Belt Portfolio through the Loan with the Lender and authorizing designated officers to execute and deliver the Loan Documents and all related documents and instruments on behalf of the Borrowers and the Guarantor.
SECTION 6: INCUMBENCY
6.1. Authorized Signatories. Exhibit A attached hereto and incorporated herein by reference sets forth the name, title, and specimen signature of each person authorized to execute the Loan Documents and any other documents, instruments, agreements, or certificates to be delivered in connection with the Loan and the transactions contemplated by the Loan Agreement on behalf of each Borrower. The authorized signatories are as follows:
(a) Jonathan R. Calder — Chief Executive Officer of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower;
(b) Naomi T. Sinclair — Chief Financial Officer of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower; and
(c) David A. Whitfield — General Counsel of Fairwater Real Estate Investment Trust, in its capacity as the general partner of Fairwater Operating Partnership, L.P., the sole member of each Borrower.
6.2. Due Authorization. Each of the persons identified in Section 6.1 and listed in Exhibit A hereto has been duly authorized by all necessary organizational action — including the board resolution adopted on September 8, 2025 and all requisite consents and approvals under the organizational documents of each Borrower, Fairwater Operating Partnership, L.P., and Fairwater Real Estate Investment Trust — to execute and deliver the Loan Documents and all related documents and instruments and to take all actions required or contemplated thereunder on behalf of each Borrower.
6.3. No Revocation. The authority of each such person to act on behalf of each Borrower as described herein has not been revoked, modified, amended, or superseded, and remains in full force and effect as of the Closing Date.
SECTION 7: ADDITIONAL CERTIFICATIONS
7.1. No Litigation. The undersigned hereby certifies that, as of the Closing Date, there are no pending actions, suits, proceedings, claims, or investigations before any court, governmental agency, arbitration panel, or other tribunal against any Borrower, Fairwater Operating Partnership, L.P., Fairwater Real Estate Investment Trust, or any Property that would (a) materially adversely affect any Borrower's ability to perform its obligations under the Loan Documents, (b) materially adversely affect the value, condition, or operation of any Property, or (c) challenge or seek to enjoin the transactions contemplated by the Loan Documents. To the knowledge of the undersigned after due inquiry, no such actions, suits, proceedings, claims, or investigations are threatened in writing or otherwise.
7.2. No Material Adverse Change. The undersigned hereby certifies that, since the date of the most recent financial statements delivered to the Lender in connection with the underwriting and closing of the Loan (including, without limitation, the audited consolidated financial statements of Fairwater Real Estate Investment Trust for the fiscal year ended December 31, 2024, and the unaudited interim financial statements for the nine-month period ended September 30, 2025), there has been no material adverse change in the financial condition, operations, assets, liabilities, properties, or business of any Borrower, Fairwater Operating Partnership, L.P., or the Guarantor, taken individually or as a whole.
7.3. REIT Status. The undersigned hereby confirms that Fairwater Real Estate Investment Trust (EIN 52-2847193) has elected to qualify as a "real estate investment trust" within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and has continuously maintained such qualification since its initial taxable year ended December 31, 2012. Fairwater REIT intends to continue to maintain its status as a real estate investment trust and to comply with the requirements for qualification as such for each taxable year. As of the Closing Date, no event has occurred, and no condition exists, that would reasonably be expected to cause Fairwater REIT to fail to qualify as a real estate investment trust.
7.4. Compliance with Laws. The undersigned hereby certifies that, as of the Closing Date, each Borrower is in compliance in all material respects with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, and regulations (including, without limitation, applicable zoning, building code, environmental, accessibility (ADA/FHA), and fair housing laws and regulations) affecting the Properties, and no Borrower has received any written notice from any governmental authority alleging any material non-compliance with any such laws, statutes, ordinances, codes, rules, or regulations that has not been cured or otherwise resolved.
7.5. Occupancy. The undersigned hereby confirms that, as of the Closing Date, the portfolio-wide weighted average physical occupancy rate for the fourteen (14) Properties comprising the Sun Belt Portfolio is not less than the minimum occupancy threshold required under Section 5.19 of the Loan Agreement. Based on the most recent rent rolls delivered to the Lender (dated as of November 1, 2025), the portfolio-wide weighted average physical occupancy rate is 93.7%, which meets or exceeds the applicable threshold.
SECTION 8: PROPERTY SCHEDULE CONFIRMATION
8.1. The undersigned hereby certifies that Exhibit B attached hereto and incorporated herein by reference sets forth a true, correct, and complete list of all fourteen (14) Properties comprising the Sun Belt Portfolio, together with the following information for each Property: (a) the Borrower SPE entity name that owns such Property, (b) the property name, (c) the city and state in which such Property is located, (d) the number of multifamily residential units at such Property, (e) the year in which such Property was built, (f) the appraised value of such Property as set forth in the applicable MAI appraisal prepared by Thornfield Appraisal Group LLC, and (g) the allocated loan amount for such Property.
8.2. As set forth in Exhibit B, the Sun Belt Portfolio comprises a total of 4,200 multifamily residential units, with an aggregate appraised value of $385,000,000 and an aggregate allocated loan amount of $240,000,000, resulting in a loan-to-value ratio of approximately 62.3%.
8.3. The allocated loan amounts set forth in Exhibit B have been calculated on a pro rata basis by reference to the appraised value of each Property relative to the aggregate appraised value of all Properties (i.e., for each Property, the Allocated Loan Amount = [Property Appraised Value ÷ $385,000,000] × $240,000,000), subject to rounding adjustments.
SECTION 9: RELIANCE AND SURVIVAL
9.1. Reliance. The Lender and its successors and assigns (including, without limitation, any trustee, master servicer, special servicer, certificate holders, or other parties to or beneficiaries of any securitization, including any commercial mortgage-backed securities ("CMBS") securitization trust, referencing the indicative designation CLRN 2025-C14 or any successor designation) are entitled to rely upon this Certificate and the certifications, representations, and warranties contained herein in connection with the funding of the Loan and any subsequent sale, assignment, transfer, participation, or securitization of the Loan or any interest therein.
9.2. Survival. The certifications, representations, and warranties contained in this Certificate shall survive the closing of the Loan and shall remain in full force and effect for so long as any amounts remain outstanding under the Loan Documents, including, without limitation, any principal, interest, premium, fees, costs, expenses, indemnification obligations, or other amounts owed by the Borrowers or the Guarantor under or in connection with the Loan Documents.
9.3. Due Inquiry. The undersigned has made due inquiry and investigation of such persons, records, files, and other sources of information as the undersigned has deemed necessary or appropriate to make the certifications contained herein. The undersigned has consulted with legal counsel, financial advisors, and other professionals as necessary to confirm the accuracy of the matters certified herein.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO BORROWER'S CLOSING CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Borrower's Closing Certificate on behalf of each of the Borrowers listed on Schedule I (Exhibit C) hereto, as of the date first set forth above.
On behalf of each of the following Borrowers:
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, each a Delaware limited liability company:
By: FAIRWATER OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership, the sole member of each Borrower
By: FAIRWATER REAL ESTATE INVESTMENT TRUST,
a Maryland real estate investment trust, its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Date: November 28, 2025
EXHIBIT A
INCUMBENCY CERTIFICATE
The undersigned, Naomi T. Sinclair, Chief Financial Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "REIT"), in its capacity as the general partner of Fairwater Operating Partnership, L.P., a Delaware limited partnership ("Fairwater OP"), the sole member of each of the Borrowers listed on Schedule I (Exhibit C) attached to this Borrower's Closing Certificate, hereby certifies to Clarendon Metropolitan Insurance Company (the "Lender") that the following persons are duly authorized officers of the REIT, acting in their respective capacities as set forth below, and are authorized to execute the Loan Documents and all related documents, instruments, agreements, and certificates on behalf of each Borrower in connection with the Loan:
The undersigned hereby further certifies that:
(a) Each of the persons listed above is a duly elected or appointed officer of Fairwater Real Estate Investment Trust, currently serving in the capacity indicated, and the specimen signature set forth opposite such person's name is the genuine signature of such person.
(b) Each such person has been duly authorized, pursuant to the resolutions of the Board of Trustees of Fairwater Real Estate Investment Trust adopted on September 8, 2025, and pursuant to the organizational documents of each Borrower and Fairwater Operating Partnership, L.P., to execute and deliver the Loan Documents and all related documents and instruments and to take all actions required thereunder on behalf of each Borrower.
(c) Such authority has not been revoked, modified, amended, or superseded, and remains in full force and effect as of the date hereof.
(d) No other person or persons have been authorized to execute the Loan Documents or any related documents or instruments on behalf of any Borrower in connection with the Loan, except as set forth herein.
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of November 28, 2025.
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust, as general partner of Fairwater Operating Partnership, L.P., as sole member of each Borrower
By: ________
Name: Naomi T. Sinclair
Title: Chief Financial Officer
Date: November 28, 2025
COUNTERSIGNATURE:
I, Jonathan R. Calder, Chief Executive Officer of Fairwater Real Estate Investment Trust, hereby confirm that Naomi T. Sinclair is the duly authorized Chief Financial Officer of Fairwater Real Estate Investment Trust and that her signature set forth above is genuine.
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Date: November 28, 2025
EXHIBIT B
PROPERTY SCHEDULE — SUN BELT PORTFOLIO
The following table sets forth a true, correct, and complete list of all fourteen (14) multifamily residential properties comprising the Sun Belt Portfolio, together with the SPE entity that owns each property, the property name, location (city and state), number of units, year built, appraised value, and allocated loan amount.
Note: Allocated Loan Amounts have been calculated on a pro rata basis using the following formula: Allocated Loan Amount = (Property Appraised Value ÷ $385,000,000) × $240,000,000. Due to rounding, the sum of individual Allocated Loan Amounts may not equal precisely $240,000,000. Final Allocated Loan Amounts will be adjusted at closing by mutual agreement of the Borrowers and the Lender to ensure the aggregate equals exactly $240,000,000.
EXHIBIT C
SCHEDULE I — LIST OF BORROWER ENTITIES
The following is a complete list of all fourteen (14) Borrower SPE entities that are parties to the Loan Agreement and on whose behalf this Borrower's Closing Certificate has been executed and delivered:
Each of the above-listed entities is a Delaware limited liability company. The sole member of each such entity is Fairwater Operating Partnership, L.P., a Delaware limited partnership (EIN 52-2904587). The general partner of Fairwater Operating Partnership, L.P. is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (EIN 52-2847193; SDAT Entity ID D19483726).
Name | Title | Capacity | Specimen Signature
Jonathan R. Calder | Chief Executive Officer, Fairwater Real Estate Investment Trust | Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower | ________
Naomi T. Sinclair | Chief Financial Officer, Fairwater Real Estate Investment Trust | Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower | ________
David A. Whitfield | General Counsel, Fairwater Real Estate Investment Trust | Officer of the REIT as general partner of Fairwater OP as sole member of each Borrower | ________
SPE Entity Name | Property Name | City, State | Units | Year Built | Appraised Value | Allocated Loan Amount
Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX | 320 | 2018 | $32,500,000 | $20,259,740
Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX | 288 | 2016 | $24,800,000 | $15,461,039
Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX | 340 | 2019 | $30,200,000 | $18,826,623
Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX | 310 | 2017 | $29,100,000 | $18,140,260
Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX | 342 | 2020 | $35,800,000 | $22,316,883
Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA | 296 | 2015 | $28,600,000 | $17,828,571
Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA | 264 | 2014 | $24,200,000 | $15,087,013
Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA | 260 | 2016 | $23,400,000 | $14,588,312
Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL | 308 | 2017 | $33,800,000 | $21,070,130
Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL | 292 | 2018 | $30,600,000 | $19,075,325
Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL | 260 | 2015 | $22,400,000 | $13,964,935
Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC | 284 | 2019 | $28,200,000 | $17,579,221
Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC | 256 | 2017 | $26,400,000 | $16,457,143
Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN | 380 | 2021 | $15,000,000 | $9,350,649
TOTALS | 4,200 | $385,000,000 | $240,005,844
No. | Full Legal Name | Jurisdiction of Organization | State of Foreign Qualification | EIN | Corresponding Property
1 | Fairwater Sun Belt I LLC | Delaware | Texas | 93-3281041 | Ridgewater at Lakeline (Austin, TX)
2 | Fairwater Sun Belt II LLC | Delaware | Texas | 93-3281052 | Sagebrush Commons (San Antonio, TX)
3 | Fairwater Sun Belt III LLC | Delaware | Texas | 93-3281063 | Cypress Bend (Katy, TX)
4 | Fairwater Sun Belt IV LLC | Delaware | Texas | 93-3281074 | Willowbrook Terrace (Sugar Land, TX)
5 | Fairwater Sun Belt V LLC | Delaware | Texas | 93-3281085 | Heritage at Stonebriar (Frisco, TX)
6 | Fairwater Sun Belt VI LLC | Delaware | Georgia | 93-3281096 | Peachtree Crossings (Alpharetta, GA)
7 | Fairwater Sun Belt VII LLC | Delaware | Georgia | 93-3281107 | Cumberland Ridge (Smyrna, GA)
8 | Fairwater Sun Belt VIII LLC | Delaware | Georgia | 93-3281118 | Sugarloaf Station (Duluth, GA)
9 | Fairwater Sun Belt IX LLC | Delaware | Florida | 93-3281129 | Bayshore Landings (Tampa, FL)
10 | Fairwater Sun Belt X LLC | Delaware | Florida | 93-3281130 | Solara at Millenia (Orlando, FL)
11 | Fairwater Sun Belt XI LLC | Delaware | Florida | 93-3281141 | Riverside Preserve (Jacksonville, FL)
12 | Fairwater Sun Belt XII LLC | Delaware | North Carolina | 93-3281152 | Stonewall Flats (Charlotte, NC)
13 | Fairwater Sun Belt XIII LLC | Delaware | North Carolina | 93-3281163 | Crabtree Pointe (Raleigh, NC)
14 | Fairwater Sun Belt XIV LLC | Delaware | Tennessee | 93-3281174 | Harpeth Valley (Nashville, TN)

FORM — Prepared by Marcus Leung, Calderwood & Harkness LLP, Matter No. 1036-00001

BORROWER'S CLOSING CERTIFICATE

RECITALS

SECTION 2: REPRESENTATIONS AND WARRANTIES

SECTION 3: NO DEFAULT

SECTION 4: CONDITIONS PRECEDENT

SECTION 5: ORGANIZATIONAL DOCUMENTS

SECTION 6: INCUMBENCY

SECTION 7: ADDITIONAL CERTIFICATIONS

SECTION 8: PROPERTY SCHEDULE CONFIRMATION

SECTION 9: RELIANCE AND SURVIVAL

SIGNATURE PAGE TO BORROWER'S CLOSING CERTIFICATE

EXHIBIT A

INCUMBENCY CERTIFICATE

COUNTERSIGNATURE:

EXHIBIT B

EXHIBIT C

Record

Parties

Dates

Amounts