1036-00001 · Banking & Finance practice group · Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue New York, New York 10022

Telephone: (212) 554-7800 Facsimile: (212) 554-7801

October 10, 2025

VIA EMAIL AND FIRST-CLASS MAIL

Kenneth R. Delacroix, Esq. Halcourt Briggs & Devlin LLP 1221 Avenue of the Americas New York, New York 10020

Re: Coordination of Payoff and Lien Release — $240,000,000 Senior Secured Bridge Credit Facility dated June 30, 2025, among Fairwater Operating Partnership, L.P. as Borrower, Fairwater Real Estate Investment Trust as Guarantor, and Kensington National Bank, N.A. as Administrative Agent (the "Bridge Credit Agreement")

Calderwood & Harkness Matter No. 1036-00001

Dear Ken:

I. Introduction and Purpose

This firm serves as counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT"), and Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership" and, together with Fairwater REIT, the "Fairwater Parties"), in connection with the permanent take-out financing of the $240,000,000 Senior Secured Bridge Credit Facility extended pursuant to the Bridge Credit Agreement referenced above.

As you are aware, the Fairwater Parties have secured a commitment for permanent financing in the form of a $240,000,000 fixed-rate CMBS mortgage loan to be originated by Clarendon Metropolitan Insurance Company (NAIC No. 38921) ("Clarendon Metropolitan" or the "Permanent Lender"). The proceeds of the permanent loan will be used to repay in full all outstanding obligations under the Bridge Credit Agreement, and the purpose of this letter is to coordinate the logistics necessary for the simultaneous payoff of the bridge credit facility and the closing of the permanent loan.

The current target closing date for the permanent financing is November 28, 2025. We note that the Bridge Credit Agreement provides for a stated maturity date of December 31, 2025, which serves as the backstop deadline by which all bridge obligations must be satisfied. While we are confident that the November 28 target date is achievable, we emphasize the importance of commencing the coordination process now in order to allow sufficient time for document preparation, review, and resolution of any issues that may arise.

We acknowledge that Halcourt Briggs & Devlin LLP serves as counsel to Kensington National Bank, N.A. ("KNB" or the "Administrative Agent") in its capacity as administrative agent for the syndicate of lenders under the Bridge Credit Agreement. For ease of reference, the syndicate composition is as follows:

We appreciate the cooperative relationship our firms have maintained throughout the bridge loan process and look forward to working together to ensure a smooth and efficient closing.

II. Background — Permanent Financing Structure

To provide the necessary context for the payoff coordination, we set forth below a summary of the material terms of the permanent CMBS loan:

Permanent Lender: Clarendon Metropolitan Insurance Company (NAIC No. 38921)

Permanent Lender's Counsel: Ashworth McPhail LLP (lead partner: Joanna C. Wexler, Esq.)

Loan Amount: $240,000,000, representing a full take-out of the outstanding bridge principal

Interest Rate / Term / Amortization: Fixed rate of 6.25% per annum; 10-year term; 30-year amortization schedule

Borrowers: Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (collectively, the "SPE Borrowers"), the fourteen special-purpose entity subsidiaries of the Operating Partnership, as co-borrowers. The permanent loan structure replaces the operating-partnership-level borrower under the Bridge Credit Agreement with direct SPE-level borrowers, consistent with standard CMBS underwriting requirements.

Guaranty: Non-recourse loan with customary carve-out (or "bad boy") guaranty from Fairwater Real Estate Investment Trust

Collateral: First-priority mortgage liens on all fourteen (14) Sun Belt Portfolio properties (the "Properties"), which constitute the same collateral pool currently securing the bridge credit facility, together with assignments of leases and rents, security agreements covering personal property, and related collateral documents

The closing of the permanent loan will necessarily require the simultaneous satisfaction and release of all liens, mortgages, deeds of trust, security deeds, assignments of leases and rents, security interests, and UCC financing statements that were filed or recorded in connection with the Bridge Credit Agreement. Clarendon Metropolitan will not fund the permanent loan, and the title insurer for the permanent financing will not issue its loan title insurance policies, unless and until all bridge loan encumbrances are released of record and all related security interests are terminated.

The permanent loan documents are currently being negotiated between our firm, on behalf of the Fairwater Parties, and Ashworth McPhail LLP, on behalf of Clarendon Metropolitan. The target execution date for the permanent loan documents is November 14, 2025, with closing and funding to follow on November 28, 2025.

III. Request for Payoff Letter

We formally request that Kensington National Bank, N.A., in its capacity as Administrative Agent under the Bridge Credit Agreement, prepare and deliver a comprehensive payoff letter for the bridge credit facility. We request that the payoff letter be directed to the attention of Thomas J. Pagano, Managing Director, Real Estate Finance, at KNB and that it be prepared in consultation with your firm for legal sufficiency. The payoff letter should include the following components:

(a) Outstanding Principal Balance. The payoff letter should confirm the outstanding principal balance of $240,000,000, reflecting the fact that the bridge facility is an interest-only facility with no scheduled amortization and was fully funded on the closing date of June 30, 2025.

(b) Accrued and Unpaid Interest. The payoff letter should set forth the accrued and unpaid interest calculated through the anticipated payoff date of November 28, 2025, at the contract rate of SOFR plus 500 basis points. Based on the current 30-day Term SOFR rate of approximately 4.33%, the all-in interest rate is approximately 9.33% per annum. For reference, the approximate monthly interest cost at this rate is $1,866,000. The payoff letter should also include a per diem interest figure to permit adjustment in the event that the closing date shifts forward or backward from the November 28 target date.

(c) Fees, Expenses, and Other Amounts. The payoff letter should identify and quantify any and all accrued but unpaid fees, expenses, or other amounts owing under the Bridge Credit Agreement or any related loan document, including without limitation any administrative agent fees, unused commitment fees, late charges (if any), and reimbursable expenses of the Administrative Agent and the syndicate lenders.

(d) Exit Fee — Request for Confirmation of Waiver. As you know, Section 2.05(b) of the Bridge Credit Agreement provides for an exit fee equal to 0.50% of the outstanding principal balance at the time of repayment, which, based on the current outstanding balance of $240,000,000, would equal $1,200,000. However, Section 2.05(b)(ii) provides that the exit fee shall be waived if (i) the repayment is made from the proceeds of a permanent CMBS financing and (ii) such repayment occurs within nine (9) months of the bridge loan closing date. Because the bridge loan closed on June 30, 2025, the nine-month deadline for the exit fee waiver is March 31, 2026. The anticipated payoff date of November 28, 2025 is well within this waiver period, and the repayment will be funded exclusively from the proceeds of the Clarendon Metropolitan permanent CMBS loan. Accordingly, we request that the payoff letter confirm that the exit fee is waived and that no exit fee is included in the payoff amount. We are prepared to provide such documentation or certifications as the Administrative Agent may reasonably require to confirm that the waiver conditions have been satisfied.

(e) Wire Instructions. The payoff letter should include complete wire instructions for the payoff payment, specifying whether payment should be made to Kensington National Bank, N.A. as Administrative Agent for subsequent distribution to the syndicate lenders, or directly to each syndicate lender pro rata. The wire instructions should include the bank name, ABA routing number, account number, account name, and reference information for each wire. We address wire instructions in further detail in Section VI below.

We further request that the payoff letter be prepared in a form that is acceptable to Clarendon Metropolitan Insurance Company and its counsel, Ashworth McPhail LLP. Receipt by Clarendon Metropolitan of a satisfactory payoff letter is a condition precedent to the permanent loan closing, and we therefore ask that your firm coordinate with Ashworth McPhail on the form of the payoff letter if necessary. We will facilitate introductions and communications between the respective counsel as needed.

With respect to timing, we request delivery of a draft payoff letter no later than November 7, 2025, to afford sufficient time for review by all parties. A final payoff letter, dated as of the closing date and reflecting the final per diem calculation through the actual payoff date, should be delivered on or prior to the closing date.

IV. Request for Mortgage Release / Satisfaction Documents

We request that Halcourt Briggs & Devlin LLP, on behalf of Kensington National Bank, N.A. as Administrative Agent, prepare and deliver draft forms of mortgage release, satisfaction, or discharge instruments for each of the fourteen (14) Sun Belt Portfolio properties. Because the Properties are located across five (5) states — Texas, Georgia, Florida, North Carolina, and Tennessee — the form and nomenclature of the release instruments will necessarily vary by jurisdiction. Set forth below is a state-by-state breakdown of the Properties and the applicable release instrument form.

A. Texas (5 Properties)

The following five Properties are located in the State of Texas:

We note that the applicable instruments in Texas are typically denominated as a "Release of Lien" or "Release of Deed of Trust," depending on the form of the original security instrument recorded in the applicable county. We defer to your firm's records regarding the specific instrument filed in each Texas county and request that the release instruments conform to the requirements of the applicable county clerk's office.

B. Georgia (3 Properties)

The following three Properties are located in the State of Georgia:

In Georgia, the applicable instruments are typically denominated as a "Cancellation of Security Deed," reflecting the security deed form of mortgage customarily used in that state. Each cancellation instrument should comply with the requirements of O.C.G.A. § 44-14-3 and the recording requirements of the applicable county superior court clerk.

C. Florida (3 Properties)

The following three Properties are located in the State of Florida:

Florida is a lien-theory state, and the appropriate instruments are typically denominated as a "Satisfaction of Mortgage." Each satisfaction instrument should comply with the requirements of Florida Statutes § 701.04 and the recording requirements of the applicable county recorder's office.

D. North Carolina (2 Properties)

The following two Properties are located in the State of North Carolina:

In North Carolina, deeds of trust are the customary security instrument, and the appropriate release documents are typically denominated as a "Cancellation of Deed of Trust." Each cancellation instrument should comply with the requirements of N.C. Gen. Stat. § 45-36.3 et seq. and the recording requirements of the applicable county register of deeds.

E. Tennessee (1 Property)

The following Property is located in the State of Tennessee:

Tennessee utilizes deeds of trust as the customary security instrument, and the appropriate release document is typically denominated as a "Release of Deed of Trust." The release instrument should comply with the requirements of Tenn. Code Ann. § 66-25-101 et seq. and the recording requirements of the Davidson County Register's Office.

With respect to all fourteen (14) Properties, we request that each release instrument be prepared in recordable form, fully compliant with all applicable state and county recording requirements, including witnessing, notarization, and formatting requirements. Each instrument should be prepared for execution by Kensington National Bank, N.A., in its capacity as Administrative Agent on behalf of the syndicate lenders, and should contain the appropriate legal descriptions, recording references to the original security instruments, and any other information required by the applicable recording office.

In addition to the mortgage release or satisfaction instruments, we request that the release instruments also cover and discharge the assignments of leases and rents and any security agreements that were filed or recorded as part of the bridge loan collateral package in connection with any of the fourteen Properties. To the extent that separate release or termination instruments are required for the assignments of leases and rents, we request that those instruments be prepared concurrently with the mortgage release instruments.

We request delivery of draft release instruments no later than November 7, 2025, to permit review and coordination with Ashworth McPhail LLP (counsel to the Permanent Lender) and Marlowe Asset Management Title Insurance Group, Inc. (the title insurer for the permanent financing). As discussed in Section VIII below, Marlowe Asset Management Title will need to review and approve the form and substance of each release instrument as a condition to its issuance of the lender's title insurance policies in connection with the permanent loan.

V. Request for UCC-3 Termination Statements

In addition to the mortgage release and satisfaction instruments, we request that Halcourt Briggs & Devlin LLP prepare and deliver UCC-3 termination statements for all UCC-1 financing statements filed in connection with the Bridge Credit Agreement. The UCC filings to be terminated fall into two categories:

A. Delaware Secretary of State Filings (Equity Pledges)

In connection with the bridge loan closing, UCC-1 financing statements were filed with the Delaware Secretary of State reflecting the pledge by Fairwater Operating Partnership, L.P. (as debtor) of 100% of the membership interests in each of the fourteen (14) SPE Borrowers — Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC. Each SPE Borrower is a Delaware limited liability company, and the Operating Partnership is a Delaware limited partnership, making the Delaware Secretary of State the proper filing office for these financing statements under Article 9 of the Uniform Commercial Code. We request that UCC-3 termination statements be prepared for each of these equity pledge filings.

B. Fixture Filings (County Land Records)

UCC fixture filings were recorded in the applicable county land records in each of the five states in which the Properties are located, covering fixtures and other personal property located at each of the fourteen Properties. These filings correspond to the following county offices:

Texas — five (5) counties, corresponding to Properties Nos. 1 through 5

Georgia — three (3) counties, corresponding to Properties Nos. 6 through 8

Florida — three (3) counties, corresponding to Properties Nos. 9 through 11

North Carolina — two (2) counties, corresponding to Properties Nos. 12 and 13

Tennessee — one (1) county (Davidson County), corresponding to Property No. 14

We request that UCC-3 termination statements be prepared for each fixture filing in each applicable county.

To facilitate our review and coordination with the title insurer, we request that your firm prepare and deliver a schedule listing each UCC-1 filing by the following information: (i) debtor name, (ii) secured party name, (iii) filing number, (iv) filing date, (v) filing office, and (vi) jurisdiction. This schedule will allow us to confirm that all outstanding UCC filings are being terminated and to coordinate with Marlowe Asset Management Title Insurance Group on title clearance.

We request that all UCC-3 termination statements be delivered in form ready for filing and that your firm identify any applicable filing fees so that Fairwater can arrange for payment. Delivery of draft UCC-3 termination statements should be made no later than November 7, 2025, consistent with the overall delivery timeline set forth in Section VII below.

VI. Confirmation of Wire Instructions

In order to coordinate the payoff funding with the permanent loan closing, we request confirmation of the wire transfer instructions for the full payoff amount. Specifically, we request that you advise:

(a) Whether the payoff amount should be remitted to Kensington National Bank, N.A., as Administrative Agent, for subsequent distribution to the syndicate lenders in accordance with their respective pro rata shares (KNB — $96,000,000 / 40%; Pinnacle Trust Company — $60,000,000 / 25%; Greystone Commerce Bank — $48,000,000 / 20%; Redfield Capital Markets, LLC — $36,000,000 / 15%), or whether separate wire transfers should be made directly to each syndicate lender; and

(b) The following information for each wire:

• Bank name

• ABA routing number

• Account number

• Account name

• Reference information (loan number, borrower name, or other identifying reference)

We anticipate that the payoff amount will be funded by the Permanent Lender directly to the title company or escrow agent on the closing date, and the title company or escrow agent will disburse the payoff amount by wire transfer in accordance with the confirmed wire instructions. Accordingly, accurate and final wire instructions are essential to ensure same-day settlement.

We request that confirmed wire instructions be provided no later than November 14, 2025.

VII. Proposed Timeline for Delivery of Release Documents

In order to ensure an orderly and well-coordinated closing, we propose the following timeline and respectfully request that your firm confirm its agreement or propose such modifications as may be appropriate:

This timeline provides approximately seven (7) weeks of lead time from the date of this letter and approximately five (5) weeks before the target closing date, which we believe is sufficient to complete all necessary document preparation, review, and execution. We note, however, that the bridge maturity date of December 31, 2025 represents a hard deadline, and we therefore strongly encourage adherence to this schedule in order to preserve an adequate cushion for any unanticipated delays. Should any component of this timeline prove problematic, we ask that you notify us immediately so that we can adjust the overall schedule accordingly.

VIII. Escrow and Closing Mechanics

We propose that the closing be conducted via an escrow arrangement under which all release documents (including the fully executed mortgage release or satisfaction instruments and the UCC-3 termination statements), the final payoff letter, and any other deliverables from the Administrative Agent and the syndicate lenders are deposited into escrow pending receipt and confirmation of the payoff amount from the permanent loan proceeds. Upon confirmation that the full payoff amount has been received and is in immediately available funds, the escrow agent would be authorized to release the executed release documents for recording and filing and to disburse the payoff proceeds in accordance with the confirmed wire instructions.

Marlowe Asset Management Title Insurance Group, Inc., the title insurer for the permanent loan, will be coordinating the recording of the new permanent loan mortgages (in favor of Clarendon Metropolitan Insurance Company) and will likely serve as the escrow agent for the closing, or alternatively, may designate a separate title agent or escrow company in one or more of the applicable jurisdictions. We welcome your firm's views on the escrow arrangement and whether Halcourt Briggs & Devlin or KNB has a preference regarding the identity of the escrow agent or any specific escrow terms.

The permanent loan closing will involve the simultaneous recording of the new mortgages, deeds of trust, and security deeds (in favor of Clarendon Metropolitan as lender) and the releases of the existing bridge loan mortgages, deeds of trust, and security deeds (in favor of KNB as Administrative Agent for the bridge syndicate) in each of the fourteen (14) applicable county recording offices across five states. Coordination with the title company is therefore essential to ensure that (i) the bridge loan liens are released of record contemporaneously with the recording of the permanent loan liens, (ii) the title company can issue its lender's title insurance policies in favor of Clarendon Metropolitan free and clear of the bridge loan encumbrances, and (iii) there is no gap in the chain of title or lien priority.

We further note that Ashworth McPhail LLP (specifically, Joanna C. Wexler, Esq.) will need to review and approve all release and payoff documentation as a condition precedent to the permanent loan closing and the disbursement of permanent loan proceeds. We ask that your firm be prepared to work cooperatively with Ashworth McPhail to address any comments or requirements that Clarendon Metropolitan's counsel may have with respect to the form or substance of the release documents.

IX. Additional Matters

We raise the following additional matters for your attention and response:

(a) Consents, Waivers, and Approvals. We request confirmation that no consents, waivers, approvals, or other actions are required under the Bridge Credit Agreement or any related loan document (including the intercreditor agreement, if any, among the syndicate lenders) in order for the Borrower to prepay the bridge facility in full and for the Administrative Agent to release the liens and security interests, other than the five (5) business days' prior written notice of prepayment required under Section 2.05(a) of the Bridge Credit Agreement. If any additional consents or approvals are necessary — whether from individual syndicate lenders, the Required Lenders (as defined in the Bridge Credit Agreement), or any other party — we ask that you identify those requirements promptly so that we may commence the process of obtaining them.

(b) Authorization Letters. We request confirmation that Kensington National Bank, N.A., as Administrative Agent, will deliver customary authorization letters (sometimes referred to as "lien release authorization letters" or "payoff authorization letters") to the title company — Marlowe Asset Management Title Insurance Group, Inc. — confirming the Administrative Agent's authority to execute and deliver the release instruments and to release the liens securing the bridge facility upon receipt of the payoff amount in full. These authorization letters are typically required by the title insurer in connection with the issuance of its lender's title insurance policies.

(c) Reimbursable Fees, Costs, and Expenses. We request that any outstanding fees, costs, or expenses of Halcourt Briggs & Devlin LLP or Kensington National Bank, N.A. that are reimbursable by the Borrower under the expense reimbursement provisions of the Bridge Credit Agreement (including without limitation legal fees incurred in connection with the preparation of the payoff letter, release instruments, and UCC-3 termination statements) be included in the payoff letter amount so that all such amounts can be satisfied at closing from the permanent loan proceeds.

(d) Prepayment Notice. We note that Fairwater Operating Partnership, L.P. has separately provided (or will provide in the near term) the required prepayment notice to Kensington National Bank, N.A. pursuant to Section 2.05(a) of the Bridge Credit Agreement. We will forward a copy of that notice to your firm upon its delivery to the Administrative Agent.

X. Contact Information and Coordination

Philip Hartmann will serve as the primary contact at Calderwood & Harkness LLP for this payoff and lien release coordination effort. Day-to-day logistics, document exchanges, and scheduling matters may be directed to Lisa Morrow and Marcus Leung, who are working with Mr. Hartmann on this transaction. Contact information is as follows:

Philip Hartmann, Partner Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7812

Email: phartmann@calderwoodharkness.com

Lisa Morrow, Counsel Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7845

Email: lmorrow@calderwoodharkness.com

Marcus Leung, Associate Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7863

Email: mleung@calderwoodharkness.com

Copies of this letter are being sent to the following individuals:

David A. Whitfield, Esq., General Counsel, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044

Naomi T. Sinclair, Chief Financial Officer, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044

Rachel S. Donahue, Senior Vice President, Capital Markets, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044

Thomas J. Pagano, Managing Director, Real Estate Finance, Kensington National Bank, N.A., 600 Lexington Avenue, New York, NY 10022

We would be grateful if you could confirm receipt of this letter at your earliest convenience and advise whether the proposed timeline and procedures set forth herein are acceptable to KNB and your firm. If it would be helpful, we are happy to arrange a conference call among all parties — including representatives of Fairwater, KNB, Ashworth McPhail, and the respective law firms — to discuss the closing logistics in further detail. We would suggest scheduling such a call during the week of October 20, 2025, to allow adequate time for initial review of this letter.

We look forward to working with you to ensure a smooth and timely closing. Please do not hesitate to contact me or any member of our team with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Philip Hartmann Partner, Banking & Finance 425 Park Avenue New York, New York 10022 Telephone: (212) 554-7812

Email: phartmann@calderwoodharkness.com

cc: (via email)

David A. Whitfield, Esq., General Counsel, Fairwater Real Estate Investment Trust Naomi T. Sinclair, Chief Financial Officer, Fairwater Real Estate Investment Trust Rachel S. Donahue, Senior Vice President, Capital Markets, Fairwater Real Estate Investment Trust Thomas J. Pagano, Managing Director, Kensington National Bank, N.A. Lisa Morrow, Calderwood & Harkness LLP Marcus Leung, Calderwood & Harkness LLP

Enclosure: Sun Belt Portfolio — Collateral Schedule (14-Property Summary)

ENCLOSURE

SUN BELT PORTFOLIO — COLLATERAL SCHEDULE 14-Property Summary

This schedule is provided for reference purposes only and is subject to verification against the applicable county land records. Calderwood & Harkness LLP Matter No. 1036-00001.

Lender	Commitment	Pro Rata Share
Kensington National Bank, N.A.	$96,000,000	40%
Pinnacle Trust Company	$60,000,000	25%
Greystone Commerce Bank	$48,000,000	20%
Redfield Capital Markets, LLC	$36,000,000	15%
Total	$240,000,000	100%
No.	SPE Borrower	Property Name	Location
1	Fairwater Sun Belt I LLC	Ridgewater at Lakeline	Austin, TX
2	Fairwater Sun Belt II LLC	Sagebrush Commons	San Antonio, TX
3	Fairwater Sun Belt III LLC	Cypress Bend	Katy, TX
4	Fairwater Sun Belt IV LLC	Willowbrook Terrace	Sugar Land, TX
5	Fairwater Sun Belt V LLC	Heritage at Stonebriar	Frisco, TX
No.	SPE Borrower	Property Name	Location
6	Fairwater Sun Belt VI LLC	Peachtree Crossings	Alpharetta, GA
7	Fairwater Sun Belt VII LLC	Cumberland Ridge	Smyrna, GA
8	Fairwater Sun Belt VIII LLC	Sugarloaf Station	Duluth, GA
No.	SPE Borrower	Property Name	Location
9	Fairwater Sun Belt IX LLC	Bayshore Landings	Tampa, FL
10	Fairwater Sun Belt X LLC	Solara at Millenia	Orlando, FL
11	Fairwater Sun Belt XI LLC	Riverside Preserve	Jacksonville, FL
No.	SPE Borrower	Property Name	Location
12	Fairwater Sun Belt XII LLC	Stonewall Flats	Charlotte, NC
13	Fairwater Sun Belt XIII LLC	Crabtree Pointe	Raleigh, NC
No.	SPE Borrower	Property Name	Location
14	Fairwater Sun Belt XIV LLC	Harpeth Valley	Nashville, TN

Target Date	Deliverable
November 7, 2025	Delivery of (i) draft payoff letter, (ii) draft forms of mortgage release / satisfaction instruments for all 14 Properties, and (iii) draft UCC-3 termination statements and UCC filing schedule
November 14, 2025	Delivery of confirmed wire instructions; completion of Calderwood & Harkness and Ashworth McPhail review and approval of draft release forms and payoff letter
November 21, 2025	Delivery of execution-ready release documents (fully executed, witnessed, and notarized by KNB as Administrative Agent) and execution-ready UCC-3 termination statements to escrow
November 28, 2025	Target Closing Date: Simultaneous closing — permanent loan funding by Clarendon Metropolitan; disbursement of bridge payoff amount; delivery of executed release documents and UCC-3 terminations; recording of new permanent loan mortgages and bridge loan releases by Marlowe Asset Management Title Insurance Group, Inc.
No.	SPE Borrower	Property Name	City	State	Instrument Type (Bridge)	Release Instrument Form
1	Fairwater Sun Belt I LLC	Ridgewater at Lakeline	Austin	TX	Deed of Trust	Release of Deed of Trust
2	Fairwater Sun Belt II LLC	Sagebrush Commons	San Antonio	TX	Deed of Trust	Release of Deed of Trust
3	Fairwater Sun Belt III LLC	Cypress Bend	Katy	TX	Deed of Trust	Release of Deed of Trust
4	Fairwater Sun Belt IV LLC	Willowbrook Terrace	Sugar Land	TX	Deed of Trust	Release of Deed of Trust
5	Fairwater Sun Belt V LLC	Heritage at Stonebriar	Frisco	TX	Deed of Trust	Release of Deed of Trust
6	Fairwater Sun Belt VI LLC	Peachtree Crossings	Alpharetta	GA	Security Deed	Cancellation of Security Deed
7	Fairwater Sun Belt VII LLC	Cumberland Ridge	Smyrna	GA	Security Deed	Cancellation of Security Deed
8	Fairwater Sun Belt VIII LLC	Sugarloaf Station	Duluth	GA	Security Deed	Cancellation of Security Deed
9	Fairwater Sun Belt IX LLC	Bayshore Landings	Tampa	FL	Mortgage	Satisfaction of Mortgage
10	Fairwater Sun Belt X LLC	Solara at Millenia	Orlando	FL	Mortgage	Satisfaction of Mortgage
11	Fairwater Sun Belt XI LLC	Riverside Preserve	Jacksonville	FL	Mortgage	Satisfaction of Mortgage
12	Fairwater Sun Belt XII LLC	Stonewall Flats	Charlotte	NC	Deed of Trust	Cancellation of Deed of Trust
13	Fairwater Sun Belt XIII LLC	Crabtree Pointe	Raleigh	NC	Deed of Trust	Cancellation of Deed of Trust
14	Fairwater Sun Belt XIV LLC	Harpeth Valley	Nashville	TN	Deed of Trust	Release of Deed of Trust

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue New York, New York 10022
Telephone: (212) 554-7800 Facsimile: (212) 554-7801
October 10, 2025
VIA EMAIL AND FIRST-CLASS MAIL
Kenneth R. Delacroix, Esq. Halcourt Briggs & Devlin LLP 1221 Avenue of the Americas New York, New York 10020
Re: Coordination of Payoff and Lien Release — $240,000,000 Senior Secured Bridge Credit Facility dated June 30, 2025, among Fairwater Operating Partnership, L.P. as Borrower, Fairwater Real Estate Investment Trust as Guarantor, and Kensington National Bank, N.A. as Administrative Agent (the "Bridge Credit Agreement")
Calderwood & Harkness Matter No. 1036-00001
Dear Ken:
I. Introduction and Purpose
This firm serves as counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT"), and Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership" and, together with Fairwater REIT, the "Fairwater Parties"), in connection with the permanent take-out financing of the $240,000,000 Senior Secured Bridge Credit Facility extended pursuant to the Bridge Credit Agreement referenced above.
As you are aware, the Fairwater Parties have secured a commitment for permanent financing in the form of a $240,000,000 fixed-rate CMBS mortgage loan to be originated by Clarendon Metropolitan Insurance Company (NAIC No. 38921) ("Clarendon Metropolitan" or the "Permanent Lender"). The proceeds of the permanent loan will be used to repay in full all outstanding obligations under the Bridge Credit Agreement, and the purpose of this letter is to coordinate the logistics necessary for the simultaneous payoff of the bridge credit facility and the closing of the permanent loan.
The current target closing date for the permanent financing is November 28, 2025. We note that the Bridge Credit Agreement provides for a stated maturity date of December 31, 2025, which serves as the backstop deadline by which all bridge obligations must be satisfied. While we are confident that the November 28 target date is achievable, we emphasize the importance of commencing the coordination process now in order to allow sufficient time for document preparation, review, and resolution of any issues that may arise.
We acknowledge that Halcourt Briggs & Devlin LLP serves as counsel to Kensington National Bank, N.A. ("KNB" or the "Administrative Agent") in its capacity as administrative agent for the syndicate of lenders under the Bridge Credit Agreement. For ease of reference, the syndicate composition is as follows:
We appreciate the cooperative relationship our firms have maintained throughout the bridge loan process and look forward to working together to ensure a smooth and efficient closing.
II. Background — Permanent Financing Structure
To provide the necessary context for the payoff coordination, we set forth below a summary of the material terms of the permanent CMBS loan:
Permanent Lender: Clarendon Metropolitan Insurance Company (NAIC No. 38921)
Permanent Lender's Counsel: Ashworth McPhail LLP (lead partner: Joanna C. Wexler, Esq.)
Loan Amount: $240,000,000, representing a full take-out of the outstanding bridge principal
Interest Rate / Term / Amortization: Fixed rate of 6.25% per annum; 10-year term; 30-year amortization schedule
Borrowers: Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (collectively, the "SPE Borrowers"), the fourteen special-purpose entity subsidiaries of the Operating Partnership, as co-borrowers. The permanent loan structure replaces the operating-partnership-level borrower under the Bridge Credit Agreement with direct SPE-level borrowers, consistent with standard CMBS underwriting requirements.
Guaranty: Non-recourse loan with customary carve-out (or "bad boy") guaranty from Fairwater Real Estate Investment Trust
Collateral: First-priority mortgage liens on all fourteen (14) Sun Belt Portfolio properties (the "Properties"), which constitute the same collateral pool currently securing the bridge credit facility, together with assignments of leases and rents, security agreements covering personal property, and related collateral documents
The closing of the permanent loan will necessarily require the simultaneous satisfaction and release of all liens, mortgages, deeds of trust, security deeds, assignments of leases and rents, security interests, and UCC financing statements that were filed or recorded in connection with the Bridge Credit Agreement. Clarendon Metropolitan will not fund the permanent loan, and the title insurer for the permanent financing will not issue its loan title insurance policies, unless and until all bridge loan encumbrances are released of record and all related security interests are terminated.
The permanent loan documents are currently being negotiated between our firm, on behalf of the Fairwater Parties, and Ashworth McPhail LLP, on behalf of Clarendon Metropolitan. The target execution date for the permanent loan documents is November 14, 2025, with closing and funding to follow on November 28, 2025.
III. Request for Payoff Letter
We formally request that Kensington National Bank, N.A., in its capacity as Administrative Agent under the Bridge Credit Agreement, prepare and deliver a comprehensive payoff letter for the bridge credit facility. We request that the payoff letter be directed to the attention of Thomas J. Pagano, Managing Director, Real Estate Finance, at KNB and that it be prepared in consultation with your firm for legal sufficiency. The payoff letter should include the following components:
(a) Outstanding Principal Balance. The payoff letter should confirm the outstanding principal balance of $240,000,000, reflecting the fact that the bridge facility is an interest-only facility with no scheduled amortization and was fully funded on the closing date of June 30, 2025.
(b) Accrued and Unpaid Interest. The payoff letter should set forth the accrued and unpaid interest calculated through the anticipated payoff date of November 28, 2025, at the contract rate of SOFR plus 500 basis points. Based on the current 30-day Term SOFR rate of approximately 4.33%, the all-in interest rate is approximately 9.33% per annum. For reference, the approximate monthly interest cost at this rate is $1,866,000. The payoff letter should also include a per diem interest figure to permit adjustment in the event that the closing date shifts forward or backward from the November 28 target date.
(c) Fees, Expenses, and Other Amounts. The payoff letter should identify and quantify any and all accrued but unpaid fees, expenses, or other amounts owing under the Bridge Credit Agreement or any related loan document, including without limitation any administrative agent fees, unused commitment fees, late charges (if any), and reimbursable expenses of the Administrative Agent and the syndicate lenders.
(d) Exit Fee — Request for Confirmation of Waiver. As you know, Section 2.05(b) of the Bridge Credit Agreement provides for an exit fee equal to 0.50% of the outstanding principal balance at the time of repayment, which, based on the current outstanding balance of $240,000,000, would equal $1,200,000. However, Section 2.05(b)(ii) provides that the exit fee shall be waived if (i) the repayment is made from the proceeds of a permanent CMBS financing and (ii) such repayment occurs within nine (9) months of the bridge loan closing date. Because the bridge loan closed on June 30, 2025, the nine-month deadline for the exit fee waiver is March 31, 2026. The anticipated payoff date of November 28, 2025 is well within this waiver period, and the repayment will be funded exclusively from the proceeds of the Clarendon Metropolitan permanent CMBS loan. Accordingly, we request that the payoff letter confirm that the exit fee is waived and that no exit fee is included in the payoff amount. We are prepared to provide such documentation or certifications as the Administrative Agent may reasonably require to confirm that the waiver conditions have been satisfied.
(e) Wire Instructions. The payoff letter should include complete wire instructions for the payoff payment, specifying whether payment should be made to Kensington National Bank, N.A. as Administrative Agent for subsequent distribution to the syndicate lenders, or directly to each syndicate lender pro rata. The wire instructions should include the bank name, ABA routing number, account number, account name, and reference information for each wire. We address wire instructions in further detail in Section VI below.
We further request that the payoff letter be prepared in a form that is acceptable to Clarendon Metropolitan Insurance Company and its counsel, Ashworth McPhail LLP. Receipt by Clarendon Metropolitan of a satisfactory payoff letter is a condition precedent to the permanent loan closing, and we therefore ask that your firm coordinate with Ashworth McPhail on the form of the payoff letter if necessary. We will facilitate introductions and communications between the respective counsel as needed.
With respect to timing, we request delivery of a draft payoff letter no later than November 7, 2025, to afford sufficient time for review by all parties. A final payoff letter, dated as of the closing date and reflecting the final per diem calculation through the actual payoff date, should be delivered on or prior to the closing date.
IV. Request for Mortgage Release / Satisfaction Documents
We request that Halcourt Briggs & Devlin LLP, on behalf of Kensington National Bank, N.A. as Administrative Agent, prepare and deliver draft forms of mortgage release, satisfaction, or discharge instruments for each of the fourteen (14) Sun Belt Portfolio properties. Because the Properties are located across five (5) states — Texas, Georgia, Florida, North Carolina, and Tennessee — the form and nomenclature of the release instruments will necessarily vary by jurisdiction. Set forth below is a state-by-state breakdown of the Properties and the applicable release instrument form.
A. Texas (5 Properties)
The following five Properties are located in the State of Texas:
We note that the applicable instruments in Texas are typically denominated as a "Release of Lien" or "Release of Deed of Trust," depending on the form of the original security instrument recorded in the applicable county. We defer to your firm's records regarding the specific instrument filed in each Texas county and request that the release instruments conform to the requirements of the applicable county clerk's office.
B. Georgia (3 Properties)
The following three Properties are located in the State of Georgia:
In Georgia, the applicable instruments are typically denominated as a "Cancellation of Security Deed," reflecting the security deed form of mortgage customarily used in that state. Each cancellation instrument should comply with the requirements of O.C.G.A. § 44-14-3 and the recording requirements of the applicable county superior court clerk.
C. Florida (3 Properties)
The following three Properties are located in the State of Florida:
Florida is a lien-theory state, and the appropriate instruments are typically denominated as a "Satisfaction of Mortgage." Each satisfaction instrument should comply with the requirements of Florida Statutes § 701.04 and the recording requirements of the applicable county recorder's office.
D. North Carolina (2 Properties)
The following two Properties are located in the State of North Carolina:
In North Carolina, deeds of trust are the customary security instrument, and the appropriate release documents are typically denominated as a "Cancellation of Deed of Trust." Each cancellation instrument should comply with the requirements of N.C. Gen. Stat. § 45-36.3 et seq. and the recording requirements of the applicable county register of deeds.
E. Tennessee (1 Property)
The following Property is located in the State of Tennessee:
Tennessee utilizes deeds of trust as the customary security instrument, and the appropriate release document is typically denominated as a "Release of Deed of Trust." The release instrument should comply with the requirements of Tenn. Code Ann. § 66-25-101 et seq. and the recording requirements of the Davidson County Register's Office.
With respect to all fourteen (14) Properties, we request that each release instrument be prepared in recordable form, fully compliant with all applicable state and county recording requirements, including witnessing, notarization, and formatting requirements. Each instrument should be prepared for execution by Kensington National Bank, N.A., in its capacity as Administrative Agent on behalf of the syndicate lenders, and should contain the appropriate legal descriptions, recording references to the original security instruments, and any other information required by the applicable recording office.
In addition to the mortgage release or satisfaction instruments, we request that the release instruments also cover and discharge the assignments of leases and rents and any security agreements that were filed or recorded as part of the bridge loan collateral package in connection with any of the fourteen Properties. To the extent that separate release or termination instruments are required for the assignments of leases and rents, we request that those instruments be prepared concurrently with the mortgage release instruments.
We request delivery of draft release instruments no later than November 7, 2025, to permit review and coordination with Ashworth McPhail LLP (counsel to the Permanent Lender) and Marlowe Asset Management Title Insurance Group, Inc. (the title insurer for the permanent financing). As discussed in Section VIII below, Marlowe Asset Management Title will need to review and approve the form and substance of each release instrument as a condition to its issuance of the lender's title insurance policies in connection with the permanent loan.
V. Request for UCC-3 Termination Statements
In addition to the mortgage release and satisfaction instruments, we request that Halcourt Briggs & Devlin LLP prepare and deliver UCC-3 termination statements for all UCC-1 financing statements filed in connection with the Bridge Credit Agreement. The UCC filings to be terminated fall into two categories:
A. Delaware Secretary of State Filings (Equity Pledges)
In connection with the bridge loan closing, UCC-1 financing statements were filed with the Delaware Secretary of State reflecting the pledge by Fairwater Operating Partnership, L.P. (as debtor) of 100% of the membership interests in each of the fourteen (14) SPE Borrowers — Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC. Each SPE Borrower is a Delaware limited liability company, and the Operating Partnership is a Delaware limited partnership, making the Delaware Secretary of State the proper filing office for these financing statements under Article 9 of the Uniform Commercial Code. We request that UCC-3 termination statements be prepared for each of these equity pledge filings.
B. Fixture Filings (County Land Records)
UCC fixture filings were recorded in the applicable county land records in each of the five states in which the Properties are located, covering fixtures and other personal property located at each of the fourteen Properties. These filings correspond to the following county offices:
Texas — five (5) counties, corresponding to Properties Nos. 1 through 5
Georgia — three (3) counties, corresponding to Properties Nos. 6 through 8
Florida — three (3) counties, corresponding to Properties Nos. 9 through 11
North Carolina — two (2) counties, corresponding to Properties Nos. 12 and 13
Tennessee — one (1) county (Davidson County), corresponding to Property No. 14
We request that UCC-3 termination statements be prepared for each fixture filing in each applicable county.
To facilitate our review and coordination with the title insurer, we request that your firm prepare and deliver a schedule listing each UCC-1 filing by the following information: (i) debtor name, (ii) secured party name, (iii) filing number, (iv) filing date, (v) filing office, and (vi) jurisdiction. This schedule will allow us to confirm that all outstanding UCC filings are being terminated and to coordinate with Marlowe Asset Management Title Insurance Group on title clearance.
We request that all UCC-3 termination statements be delivered in form ready for filing and that your firm identify any applicable filing fees so that Fairwater can arrange for payment. Delivery of draft UCC-3 termination statements should be made no later than November 7, 2025, consistent with the overall delivery timeline set forth in Section VII below.
VI. Confirmation of Wire Instructions
In order to coordinate the payoff funding with the permanent loan closing, we request confirmation of the wire transfer instructions for the full payoff amount. Specifically, we request that you advise:
(a) Whether the payoff amount should be remitted to Kensington National Bank, N.A., as Administrative Agent, for subsequent distribution to the syndicate lenders in accordance with their respective pro rata shares (KNB — $96,000,000 / 40%; Pinnacle Trust Company — $60,000,000 / 25%; Greystone Commerce Bank — $48,000,000 / 20%; Redfield Capital Markets, LLC — $36,000,000 / 15%), or whether separate wire transfers should be made directly to each syndicate lender; and
(b) The following information for each wire:
• Bank name
• ABA routing number
• Account number
• Account name
• Reference information (loan number, borrower name, or other identifying reference)
We anticipate that the payoff amount will be funded by the Permanent Lender directly to the title company or escrow agent on the closing date, and the title company or escrow agent will disburse the payoff amount by wire transfer in accordance with the confirmed wire instructions. Accordingly, accurate and final wire instructions are essential to ensure same-day settlement.
We request that confirmed wire instructions be provided no later than November 14, 2025.
VII. Proposed Timeline for Delivery of Release Documents
In order to ensure an orderly and well-coordinated closing, we propose the following timeline and respectfully request that your firm confirm its agreement or propose such modifications as may be appropriate:
This timeline provides approximately seven (7) weeks of lead time from the date of this letter and approximately five (5) weeks before the target closing date, which we believe is sufficient to complete all necessary document preparation, review, and execution. We note, however, that the bridge maturity date of December 31, 2025 represents a hard deadline, and we therefore strongly encourage adherence to this schedule in order to preserve an adequate cushion for any unanticipated delays. Should any component of this timeline prove problematic, we ask that you notify us immediately so that we can adjust the overall schedule accordingly.
VIII. Escrow and Closing Mechanics
We propose that the closing be conducted via an escrow arrangement under which all release documents (including the fully executed mortgage release or satisfaction instruments and the UCC-3 termination statements), the final payoff letter, and any other deliverables from the Administrative Agent and the syndicate lenders are deposited into escrow pending receipt and confirmation of the payoff amount from the permanent loan proceeds. Upon confirmation that the full payoff amount has been received and is in immediately available funds, the escrow agent would be authorized to release the executed release documents for recording and filing and to disburse the payoff proceeds in accordance with the confirmed wire instructions.
Marlowe Asset Management Title Insurance Group, Inc., the title insurer for the permanent loan, will be coordinating the recording of the new permanent loan mortgages (in favor of Clarendon Metropolitan Insurance Company) and will likely serve as the escrow agent for the closing, or alternatively, may designate a separate title agent or escrow company in one or more of the applicable jurisdictions. We welcome your firm's views on the escrow arrangement and whether Halcourt Briggs & Devlin or KNB has a preference regarding the identity of the escrow agent or any specific escrow terms.
The permanent loan closing will involve the simultaneous recording of the new mortgages, deeds of trust, and security deeds (in favor of Clarendon Metropolitan as lender) and the releases of the existing bridge loan mortgages, deeds of trust, and security deeds (in favor of KNB as Administrative Agent for the bridge syndicate) in each of the fourteen (14) applicable county recording offices across five states. Coordination with the title company is therefore essential to ensure that (i) the bridge loan liens are released of record contemporaneously with the recording of the permanent loan liens, (ii) the title company can issue its lender's title insurance policies in favor of Clarendon Metropolitan free and clear of the bridge loan encumbrances, and (iii) there is no gap in the chain of title or lien priority.
We further note that Ashworth McPhail LLP (specifically, Joanna C. Wexler, Esq.) will need to review and approve all release and payoff documentation as a condition precedent to the permanent loan closing and the disbursement of permanent loan proceeds. We ask that your firm be prepared to work cooperatively with Ashworth McPhail to address any comments or requirements that Clarendon Metropolitan's counsel may have with respect to the form or substance of the release documents.
IX. Additional Matters
We raise the following additional matters for your attention and response:
(a) Consents, Waivers, and Approvals. We request confirmation that no consents, waivers, approvals, or other actions are required under the Bridge Credit Agreement or any related loan document (including the intercreditor agreement, if any, among the syndicate lenders) in order for the Borrower to prepay the bridge facility in full and for the Administrative Agent to release the liens and security interests, other than the five (5) business days' prior written notice of prepayment required under Section 2.05(a) of the Bridge Credit Agreement. If any additional consents or approvals are necessary — whether from individual syndicate lenders, the Required Lenders (as defined in the Bridge Credit Agreement), or any other party — we ask that you identify those requirements promptly so that we may commence the process of obtaining them.
(b) Authorization Letters. We request confirmation that Kensington National Bank, N.A., as Administrative Agent, will deliver customary authorization letters (sometimes referred to as "lien release authorization letters" or "payoff authorization letters") to the title company — Marlowe Asset Management Title Insurance Group, Inc. — confirming the Administrative Agent's authority to execute and deliver the release instruments and to release the liens securing the bridge facility upon receipt of the payoff amount in full. These authorization letters are typically required by the title insurer in connection with the issuance of its lender's title insurance policies.
(c) Reimbursable Fees, Costs, and Expenses. We request that any outstanding fees, costs, or expenses of Halcourt Briggs & Devlin LLP or Kensington National Bank, N.A. that are reimbursable by the Borrower under the expense reimbursement provisions of the Bridge Credit Agreement (including without limitation legal fees incurred in connection with the preparation of the payoff letter, release instruments, and UCC-3 termination statements) be included in the payoff letter amount so that all such amounts can be satisfied at closing from the permanent loan proceeds.
(d) Prepayment Notice. We note that Fairwater Operating Partnership, L.P. has separately provided (or will provide in the near term) the required prepayment notice to Kensington National Bank, N.A. pursuant to Section 2.05(a) of the Bridge Credit Agreement. We will forward a copy of that notice to your firm upon its delivery to the Administrative Agent.
X. Contact Information and Coordination
Philip Hartmann will serve as the primary contact at Calderwood & Harkness LLP for this payoff and lien release coordination effort. Day-to-day logistics, document exchanges, and scheduling matters may be directed to Lisa Morrow and Marcus Leung, who are working with Mr. Hartmann on this transaction. Contact information is as follows:
Philip Hartmann, Partner Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7812
Email: phartmann@calderwoodharkness.com
Lisa Morrow, Counsel Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7845
Email: lmorrow@calderwoodharkness.com
Marcus Leung, Associate Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: (212) 554-7863
Email: mleung@calderwoodharkness.com
Copies of this letter are being sent to the following individuals:
David A. Whitfield, Esq., General Counsel, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044
Naomi T. Sinclair, Chief Financial Officer, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044
Rachel S. Donahue, Senior Vice President, Capital Markets, Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, MD 21044
Thomas J. Pagano, Managing Director, Real Estate Finance, Kensington National Bank, N.A., 600 Lexington Avenue, New York, NY 10022
We would be grateful if you could confirm receipt of this letter at your earliest convenience and advise whether the proposed timeline and procedures set forth herein are acceptable to KNB and your firm. If it would be helpful, we are happy to arrange a conference call among all parties — including representatives of Fairwater, KNB, Ashworth McPhail, and the respective law firms — to discuss the closing logistics in further detail. We would suggest scheduling such a call during the week of October 20, 2025, to allow adequate time for initial review of this letter.
We look forward to working with you to ensure a smooth and timely closing. Please do not hesitate to contact me or any member of our team with any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Philip Hartmann Partner, Banking & Finance 425 Park Avenue New York, New York 10022 Telephone: (212) 554-7812
Email: phartmann@calderwoodharkness.com
cc: (via email)
David A. Whitfield, Esq., General Counsel, Fairwater Real Estate Investment Trust Naomi T. Sinclair, Chief Financial Officer, Fairwater Real Estate Investment Trust Rachel S. Donahue, Senior Vice President, Capital Markets, Fairwater Real Estate Investment Trust Thomas J. Pagano, Managing Director, Kensington National Bank, N.A. Lisa Morrow, Calderwood & Harkness LLP Marcus Leung, Calderwood & Harkness LLP
Enclosure: Sun Belt Portfolio — Collateral Schedule (14-Property Summary)
ENCLOSURE
SUN BELT PORTFOLIO — COLLATERAL SCHEDULE 14-Property Summary
This schedule is provided for reference purposes only and is subject to verification against the applicable county land records. Calderwood & Harkness LLP Matter No. 1036-00001.
Lender | Commitment | Pro Rata Share
Kensington National Bank, N.A. | $96,000,000 | 40%
Pinnacle Trust Company | $60,000,000 | 25%
Greystone Commerce Bank | $48,000,000 | 20%
Redfield Capital Markets, LLC | $36,000,000 | 15%
Total | $240,000,000 | 100%
No. | SPE Borrower | Property Name | Location
1 | Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX
2 | Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX
3 | Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX
4 | Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX
5 | Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX
No. | SPE Borrower | Property Name | Location
6 | Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA
7 | Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA
8 | Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA
No. | SPE Borrower | Property Name | Location
9 | Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL
10 | Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL
11 | Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL
No. | SPE Borrower | Property Name | Location
12 | Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC
13 | Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC
No. | SPE Borrower | Property Name | Location
14 | Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN
Target Date | Deliverable
November 7, 2025 | Delivery of (i) draft payoff letter, (ii) draft forms of mortgage release / satisfaction instruments for all 14 Properties, and (iii) draft UCC-3 termination statements and UCC filing schedule
November 14, 2025 | Delivery of confirmed wire instructions; completion of Calderwood & Harkness and Ashworth McPhail review and approval of draft release forms and payoff letter
November 21, 2025 | Delivery of execution-ready release documents (fully executed, witnessed, and notarized by KNB as Administrative Agent) and execution-ready UCC-3 termination statements to escrow
November 28, 2025 | Target Closing Date: Simultaneous closing — permanent loan funding by Clarendon Metropolitan; disbursement of bridge payoff amount; delivery of executed release documents and UCC-3 terminations; recording of new permanent loan mortgages and bridge loan releases by Marlowe Asset Management Title Insurance Group, Inc.
No. | SPE Borrower | Property Name | City | State | Instrument Type (Bridge) | Release Instrument Form
1 | Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin | TX | Deed of Trust | Release of Deed of Trust
2 | Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio | TX | Deed of Trust | Release of Deed of Trust
3 | Fairwater Sun Belt III LLC | Cypress Bend | Katy | TX | Deed of Trust | Release of Deed of Trust
4 | Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land | TX | Deed of Trust | Release of Deed of Trust
5 | Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco | TX | Deed of Trust | Release of Deed of Trust
6 | Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta | GA | Security Deed | Cancellation of Security Deed
7 | Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna | GA | Security Deed | Cancellation of Security Deed
8 | Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth | GA | Security Deed | Cancellation of Security Deed
9 | Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa | FL | Mortgage | Satisfaction of Mortgage
10 | Fairwater Sun Belt X LLC | Solara at Millenia | Orlando | FL | Mortgage | Satisfaction of Mortgage
11 | Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville | FL | Mortgage | Satisfaction of Mortgage
12 | Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte | NC | Deed of Trust | Cancellation of Deed of Trust
13 | Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh | NC | Deed of Trust | Cancellation of Deed of Trust
14 | Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville | TN | Deed of Trust | Release of Deed of Trust

CALDERWOOD & HARKNESS LLP Attorneys at Law

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ENCLOSURE

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