1036-00001 · Banking & Finance practice group · Engagement & Administration

conflicts-memorandum.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, New York 10022

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

DATE: August 9, 2025

TO: Philip Hartmann, Responsible Partner, Banking & Finance

FROM: Lisa Morrow, Lead Associate, Banking & Finance

RE: Conflicts Check — Proposed Engagement for Fairwater Real Estate Investment Trust — Permanent Take-Out Financing (Matter No. 1036-00001)

REVIEWED BY: Philip Hartmann

1. Purpose and Summary

This memorandum documents the results of a comprehensive conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") as borrower's counsel to Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT") in connection with the negotiation, documentation, and closing of permanent take-out financing to replace the existing $240,000,000 bridge credit facility currently outstanding under that certain Bridge Credit Agreement, dated as of June 30, 2025, among Fairwater Operating Partnership, L.P., as borrower, the lenders party thereto, and Kensington National Bank, N.A., as administrative agent and lead arranger.

The conflicts review was initiated on August 8, 2025, and completed on August 9, 2025, in advance of the Firm's formal opening of the proposed engagement under matter number 1036-00001. The review was conducted in accordance with the Firm's standard conflicts clearance procedures, the New York Rules of Professional Conduct (22 NYCRR Part 1200), and applicable guidance from the American Bar Association Model Rules of Professional Conduct, Rules 1.7, 1.9, and 1.10.

Conclusion: Based on the comprehensive search and analysis described herein, no conflicts of interest were identified that would preclude or restrict the Firm's representation of Fairwater in this matter. The Firm is cleared to proceed with opening the engagement, transmitting the engagement letter, and commencing substantive work on the transaction.

2. Description of the Proposed Engagement

2.1 Transaction Overview

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWTR," seeks to obtain permanent CMBS take-out financing in the aggregate principal amount of $240,000,000 (the "Permanent Loan") from Clarendon Metropolitan Insurance Company ("Clarendon Metropolitan"), a New York domiciled insurance company operating as a CMBS conduit originator. The proceeds of the Permanent Loan will be applied to the repayment in full of the existing $240,000,000 bridge credit facility (the "Bridge Facility") currently provided by a syndicate of institutional lenders led by Kensington National Bank, N.A. ("KNB") as administrative agent and lead arranger. The Bridge Facility was incurred in connection with Fairwater's acquisition of a portfolio of fourteen multifamily residential properties located across five Sun Belt states (the "Sun Belt Portfolio"), which acquisition closed on June 30, 2025, at a purchase price of $385,000,000.

The Permanent Loan is expected to be structured as a fixed-rate, non-recourse CMBS loan secured by first mortgage liens on each of the fourteen properties comprising the Sun Belt Portfolio, with Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (fourteen single-purpose entity subsidiaries of Fairwater Operating Partnership, L.P.) serving as co-borrowers. It is anticipated that following closing, Clarendon Metropolitan will contribute the Permanent Loan into a CMBS securitization trust, currently designated as CLRN 2025-C14.

2.2 Calderwood & Harkness's Role

Calderwood & Harkness has been engaged to serve as outside counsel to Fairwater REIT and its affiliates, representing the borrower side in all aspects of the permanent take-out financing. The Firm's scope of work will include, but is not limited to: (a) reviewing and negotiating the permanent loan documents with Clarendon Metropolitan and its counsel, Ashworth McPhail LLP; (b) coordinating with Halcourt Briggs & Devlin LLP, counsel to Kensington National Bank under the Bridge Facility, regarding payoff procedures, lien release mechanics, and UCC termination statements; (c) reviewing title commitments and title insurance policies issued by Marlowe Asset Management Title Insurance Group, Inc.; (d) reviewing organizational and authority documents for the Fairwater SPE borrower entities; and (e) facilitating the closing of the Permanent Loan and the simultaneous payoff and discharge of the Bridge Facility.

The Firm will not serve as counsel to any lender, syndicate member, servicer, or securitization vehicle in this transaction. The Firm's representation is limited exclusively to Fairwater and its affiliates in their capacity as borrowers.

2.3 Engagement Team

The proposed engagement team is as follows:

• Philip Hartmann — Responsible Partner, Banking & Finance

• Claudia Merritt — Billing Partner, Banking & Finance

• Lisa Morrow — Lead Associate, Banking & Finance

• Marcus Leung — Working Associate, Banking & Finance

2.4 Coordination with Other Counsel

Fairwater's regular corporate and securities counsel is Crestline & Alderman LLP, a Maryland limited liability partnership, under the direction of lead partner Patricia S. Keene. Crestline & Alderman will coordinate with the Firm on REIT compliance aspects of the Permanent Loan, including compliance with Internal Revenue Code Section 856 and related regulations governing permissible indebtedness of qualified REIT subsidiaries. The Firm does not anticipate any adversity with Crestline & Alderman, as both firms will represent Fairwater's interests in their respective capacities.

3. Parties Searched

The Firm's conflicts database was searched against the following parties, including all known affiliates, subsidiaries, parent entities, and related persons. The parties are organized by their respective roles in the proposed transaction.

3.1 Client and Client Affiliates

The following entities and individuals constitute the prospective client group:

Fairwater Real Estate Investment Trust — Maryland real estate investment trust; NYSE ticker: FWTR; principal office at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044; Employer Identification Number 52-2847193. Fairwater is the publicly traded parent entity and the guarantor of the Bridge Facility. Fairwater will serve as the guarantor under the Permanent Loan.

Fairwater Operating Partnership, L.P. — Delaware limited partnership; Employer Identification Number 52-2847201. The operating partnership through which Fairwater conducts substantially all of its business operations and holds, directly or indirectly, all of its real property assets. Fairwater Operating Partnership is the borrower under the existing Bridge Facility and will serve as the primary obligor or guarantor under the Permanent Loan.

Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC — Fourteen Delaware limited liability companies, each formed as a single-purpose entity ("SPE") for the purpose of holding title to one of the fourteen multifamily properties comprising the Sun Belt Portfolio. These entities are wholly owned subsidiaries of Fairwater Operating Partnership, L.P., and are proposed to serve as co-borrowers under the Permanent Loan. Searches were conducted against each entity individually.

Fairwater Residential Management LLC — Delaware limited liability company; Employer Identification Number 52-2953810. The affiliated property management company that provides day-to-day property management services for the Sun Belt Portfolio under management agreements with each of the fourteen SPE entities.

Key Individuals:

• Jonathan R. Calder — Chief Executive Officer, Fairwater REIT

• Naomi T. Sinclair — Chief Financial Officer, Fairwater REIT

• David A. Whitfield — General Counsel, Fairwater REIT

• Rachel S. Donahue — Senior Vice President, Capital Markets, Fairwater REIT

3.2 Proposed Permanent Lender and Counsel

Clarendon Metropolitan Insurance Company — New York domiciled insurance company; NAIC Number 38921; principal office at 1 MetroTech Center, Brooklyn, New York 11201. Clarendon Metropolitan is the proposed permanent lender and will originate the Permanent Loan through its CMBS conduit origination platform. It is anticipated that Clarendon Metropolitan will subsequently contribute the Permanent Loan to the CLRN 2025-C14 securitization trust.

Key Individual:

• Garrett W. Hollister — Head of CMBS Originations, Clarendon Metropolitan Insurance Company

Ashworth McPhail LLP — New York limited liability partnership; principal office at 51 Madison Avenue, 24th Floor, New York, New York 10010. Ashworth McPhail serves as counsel to Clarendon Metropolitan Insurance Company in connection with the proposed Permanent Loan and will act as opposing counsel to Calderwood & Harkness in the negotiation of the permanent loan documents.

Key Individual:

• Joanna C. Wexler — Lead Partner, Ashworth McPhail LLP

3.3 Bridge Loan Administrative Agent, Syndicate Lenders, and Counsel

Kensington National Bank, N.A. — National banking association (OCC-chartered); principal office at 600 Lexington Avenue, New York, New York 10022. KNB serves as the administrative agent and lead arranger under the existing $240,000,000 Bridge Facility. KNB holds a commitment of $96,000,000 (40.00% of total commitments) under the Bridge Facility.

Key Individual:

• Thomas J. Pagano — Managing Director, Real Estate Finance, Kensington National Bank, N.A.

Pinnacle Trust Company — Connecticut state-chartered trust company; principal office at 280 Trumbull Street, Hartford, Connecticut 06103. Pinnacle Trust Company is a syndicate lender under the Bridge Facility with a commitment of $60,000,000, representing 25.00% of total commitments.

Key Individual:

• Angela M. Forsythe — Director, Institutional Lending, Pinnacle Trust Company

Greystone Commerce Bank — Georgia state-chartered commercial bank; principal office at 191 Peachtree Street NE, Suite 3400, Atlanta, Georgia 30303. Greystone Commerce Bank is a syndicate lender under the Bridge Facility with a commitment of $48,000,000, representing 20.00% of total commitments.

Key Individual:

• Howard D. Crenshaw — Senior Vice President, Commercial Real Estate, Greystone Commerce Bank

Redfield Capital Markets, LLC — Delaware limited liability company; principal office at 745 Fifth Avenue, 22nd Floor, New York, New York 10151. Redfield Capital Markets is a syndicate lender under the Bridge Facility with a commitment of $36,000,000, representing 15.00% of total commitments. Redfield Capital Markets is a subsidiary of Redfield Financial Group, Inc., and the search was extended to include the parent entity and its other known subsidiaries.

Key Individual:

• Sarah K. Barlow — Managing Director, Redfield Capital Markets, LLC

Halcourt Briggs & Devlin LLP — New York limited liability partnership; principal office at 1221 Avenue of the Americas, New York, New York 10020. Halcourt Briggs & Devlin serves as counsel to Kensington National Bank, N.A. under the Bridge Facility. Calderwood & Harkness will coordinate with Halcourt Briggs & Devlin on payoff and lien release mechanics in connection with the closing of the Permanent Loan.

Key Individual:

• Kenneth R. Delacroix — Lead Partner, Halcourt Briggs & Devlin LLP

3.4 Other Relevant Parties Searched

Meridian Sunstone Holdings LLC — Delaware limited liability company; principal office at 2750 Legacy Drive, Suite 400, Plano, Texas 75024. Meridian Sunstone was the seller of the Sun Belt Portfolio to Fairwater in a transaction that closed on June 30, 2025, at a purchase price of $385,000,000. Although the acquisition has closed and Meridian Sunstone is not a party to the proposed Permanent Loan, the search was conducted to ensure no residual conflicts arising from the acquisition.

Key Individuals:

• Victor L. Castaneda — Managing Member (51% interest), Meridian Sunstone Holdings LLC

• Brenda K. Yung — Managing Member (49% interest), Meridian Sunstone Holdings LLC

Lattimore & Pryce LLP — Texas limited liability partnership; principal office at 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201. Lattimore & Pryce served as counsel to Meridian Sunstone Holdings LLC in connection with the original portfolio sale.

Key Individual:

• Miguel A. Torres — Lead Partner, Lattimore & Pryce LLP

Beacon Ridge Capital Advisors LLC — Delaware limited liability company; principal office at 300 Park Avenue, Suite 1800, New York, New York 10022. Beacon Ridge serves as financial advisor to Fairwater in connection with the Permanent Loan and provided capital markets advisory services in connection with the original acquisition of the Sun Belt Portfolio.

Key Individual:

• Dennis P. Nakamura — Partner, Beacon Ridge Capital Advisors LLC

Crestline & Alderman LLP — Maryland limited liability partnership; principal office at One South Street, Suite 2800, Baltimore, Maryland 21202. Crestline & Alderman serves as Fairwater's regular corporate and securities counsel and will provide REIT compliance guidance in connection with the Permanent Loan.

Key Individual:

• Patricia S. Keene — Lead Partner, Crestline & Alderman LLP

Marlowe Asset Management Title Insurance Group, Inc. — Texas corporation; principal office at 901 Main Street, Suite 1100, Dallas, Texas 75202. Marlowe Asset Management Title will serve as the title insurer for the Permanent Loan and will issue lender's title insurance policies in connection with the first mortgage liens on the fourteen Sun Belt Portfolio properties.

Thornfield Appraisal Group LLC — Georgia limited liability company; principal office at 3100 Cumberland Boulevard, Suite 600, Atlanta, Georgia 30339. Thornfield Appraisal provided independent appraisals for the fourteen properties comprising the Sun Belt Portfolio in connection with the Bridge Facility and is expected to update its appraisals for the Permanent Loan.

Whitmore Hargrove & Co., P.C. — Maryland professional corporation; principal office at 100 International Drive, Suite 1500, Baltimore, Maryland 21202. Whitmore Hargrove serves as Fairwater's independent registered public accounting firm and auditors.

Key Individual:

• Christine M. Rowley — Lead Engagement Partner, Whitmore Hargrove & Co., P.C.

4. Search Methodology

The conflicts review was conducted using the Firm's electronic conflicts management system (Greaves Services Inc.™), which maintains records of all active, closed, prospective, and declined engagements across all offices and practice groups of Calderwood & Harkness LLP. The search methodology employed is summarized as follows:

Search Terms. The Firm's conflicts database was searched using the full legal name of each party listed in Section 3 above, together with short names, commonly used abbreviations, known aliases, and alternative spellings. For example, searches for Fairwater Real Estate Investment Trust included the terms "Fairwater," "FREIT," "Fairwater REIT," and "Fairwater Real Estate." Searches for Kensington National Bank, N.A. included "KNB," "Kensington National," "Kensington Bank," and "Kensington National Bank." Similar permutations were applied to each entity and individual.

Affiliate and Parent Entity Searches. In addition to searches for each named party, the conflicts database was searched for known affiliates, parent companies, subsidiaries, and related entities. Specifically, the search for Redfield Capital Markets, LLC was extended to include Redfield Financial Group, Inc. (its parent holding company) and other known subsidiaries of the Redfield Financial Group corporate family. The search for Clarendon Metropolitan Insurance Company included a review for affiliates within the Clarendon Metropolitan corporate group. The search for each of the fourteen Fairwater Sun Belt SPE entities was conducted individually, as well as under the broader "Fairwater" umbrella search.

Individual Name Searches. The names of all key principals, officers, directors, and counsel identified in Section 3 were searched individually, including Jonathan R. Calder, Naomi T. Sinclair, David A. Whitfield, Rachel S. Donahue, Garrett W. Hollister, Joanna C. Wexler, Thomas J. Pagano, Angela M. Forsythe, Howard D. Crenshaw, Sarah K. Barlow, Kenneth R. Delacroix, Victor L. Castaneda, Brenda K. Yung, Miguel A. Torres, Dennis P. Nakamura, Patricia S. Keene, and Christine M. Rowley. Individual name searches were conducted to identify any prior personal representations or adverse matters involving these persons.

Scope of Database Coverage. The search covered all active and closed matters within the Firm's conflicts database, which includes engagement records dating back to the Firm's adoption of its current electronic conflicts system in 2009, as well as legacy records from prior systems that were migrated into the current platform. The search also covered prospective engagements that were evaluated but not opened, and representations that were declined, in order to identify any prior contacts or relationships that might bear on the current engagement.

Timing. The initial conflicts search was run on August 8, 2025, and a confirmatory follow-up search was conducted on August 9, 2025, to capture any new matters opened or updated in the intervening period. Both searches returned consistent results.

Supplemental Inquiries. In addition to the electronic database search, informal inquiries were directed to members of the Firm's Banking & Finance and Real Estate practice groups to determine whether any attorney had knowledge of a relationship with any of the parties listed that might not be reflected in the database. No such relationships were identified.

5. Results of Conflicts Search

The results of the comprehensive conflicts search are set forth below, organized by party. A summary table of all search results is attached hereto as Exhibit A.

5.1 Fairwater Real Estate Investment Trust and Affiliates

The search of the Firm's conflicts database returned no results for Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., any of the fourteen Fairwater Sun Belt SPE entities (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC), or Fairwater Residential Management LLC. The Firm has no prior or existing representation of any Fairwater entity, and no prior or existing representation adverse to any Fairwater entity, in any matter — whether active, closed, prospective, or declined.

Additionally, the search returned no results for any of the named Fairwater officers or executives — Jonathan R. Calder, Naomi T. Sinclair, David A. Whitfield, or Rachel S. Donahue — in their individual capacities. The Firm has not previously represented any of these individuals, nor has it undertaken any engagement adverse to any of them.

Conclusion: No conflict of interest identified. The Firm is clear to represent Fairwater and its affiliates as a new client.

5.2 Clarendon Metropolitan Insurance Company

The search of the Firm's conflicts database returned no results for Clarendon Metropolitan Insurance Company in any capacity. The Firm has no current representation of Clarendon Metropolitan, and no prior representations of Clarendon Metropolitan were identified. The search also returned no results indicating any current or recent matter in which the Firm represented a party adverse to Clarendon Metropolitan.

The search for Garrett W. Hollister, Head of CMBS Originations at Clarendon Metropolitan, returned no results.

Conclusion: No conflict of interest identified. While Clarendon Metropolitan will serve as the counterparty to Fairwater in the Permanent Loan negotiation, the Firm does not represent and has not previously represented Clarendon Metropolitan, and the Firm has no duty of loyalty or confidentiality running to Clarendon Metropolitan that could impair the Firm's representation of Fairwater. The arms-length negotiation of a bilateral lending transaction with an unrelated counterparty does not give rise to a conflict of interest.

5.3 Kensington National Bank, N.A.

The search of the Firm's conflicts database returned no results indicating any current representation of Kensington National Bank, N.A. in any matter where the Firm's representation of KNB would be materially adverse to Fairwater, or where the Firm's representation of Fairwater in this engagement would be materially adverse to KNB. The Firm has no current active engagements for or against KNB.

It is noted that KNB serves as the administrative agent and lead arranger under the Bridge Facility that will be repaid and discharged with the proceeds of the Permanent Loan. However, the repayment of the Bridge Facility is consensual and constitutes a full satisfaction of all obligations owed to KNB and the syndicate lenders thereunder. The take-out financing is not adverse to KNB; rather, KNB benefits from the repayment of the Bridge Facility at par. The Firm's engagement does not involve any litigation, dispute, claim, or contested matter with or against KNB. The Firm will coordinate with KNB's counsel, Halcourt Briggs & Devlin LLP, solely for the purpose of facilitating the orderly payoff, lien release, and UCC termination procedures, which are cooperative administrative functions.

The search for Thomas J. Pagano, Managing Director of Real Estate Finance at KNB, returned no results.