1036-00001 · Banking & Finance practice group · Term Sheet & Commitment

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RESOLUTIONS OF THE BOARD OF TRUSTEES OF FAIRWATER REAL ESTATE INVESTMENT TRUST

Authorization of Permanent Take-Out Financing

Adopted September 8, 2025

Prepared by Calderwood & Harkness LLP in coordination with Crestline & Alderman LLP

The following resolutions were adopted by the Board of Trustees (the "Board") of Fairwater Real Estate Investment Trust at a meeting of the Board duly called and held on September 8, 2025, at which a quorum of the Trustees was present and acting throughout.

RECITALS

WHEREAS:

A. Organization and Status. Fairwater Real Estate Investment Trust ("Fairwater" or the "Trust") is a Maryland real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with its principal office located at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044. Fairwater is registered with the Maryland State Department of Assessments and Taxation under Entity Identification Number D19483726 and has been assigned Employer Identification Number 52-2847193 by the Internal Revenue Service. Fairwater's shares of beneficial interest, par value $0.01 per share (the "Common Shares"), are duly listed and traded on the New York Stock Exchange under the ticker symbol "FWTR." Fairwater has elected to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is required to distribute to its shareholders not less than ninety percent (90%) of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain) in order to maintain its qualification as a REIT. As of August 2025, Fairwater has an approximate market capitalization of $1.85 billion and a total enterprise value (equity market capitalization plus total consolidated indebtedness less cash and cash equivalents) of approximately $3.2 billion; and

B. Operating Partnership Structure. Fairwater conducts substantially all of its real estate investment, development, and operating activities through Fairwater Operating Partnership, L.P. ("Fairwater OP"), a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, with Employer Identification Number 52-2847201. Fairwater serves as the sole general partner of Fairwater OP, holding an approximate 99.2% general partnership interest therein. Various holders of operating partnership units ("OP Units") hold the remaining approximate 0.8% aggregate limited partnership interest in Fairwater OP. Fairwater OP is the direct parent entity of fourteen (14) special purpose entity subsidiaries, designated Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (each, an "SPE Borrower" and, collectively, the "SPE Borrowers"), each of which is a Delaware limited liability company formed for the purpose of holding a single asset within the Sun Belt Portfolio (as defined below); and

C. Sun Belt Portfolio Acquisition. On June 30, 2025, Fairwater, acting through Fairwater OP and its SPE subsidiaries, completed the acquisition (the "Acquisition") of a fourteen-property multifamily residential portfolio (the "Sun Belt Portfolio") from Meridian Sunstone Holdings LLC, a Delaware limited liability company. The Sun Belt Portfolio comprises approximately 4,200 apartment units located across five states in the southeastern United States, distributed as follows:

(i) Texas: Five (5) properties containing approximately 1,600 units;

(ii) Georgia: Three (3) properties containing approximately 820 units;

(iii) Florida: Three (3) properties containing approximately 860 units;

(iv) North Carolina: Two (2) properties containing approximately 540 units; and

(v) Tennessee: One (1) property containing approximately 380 units.

The aggregate purchase price for the Sun Belt Portfolio was Three Hundred Eighty-Five Million Dollars ($385,000,000). The Acquisition was funded with One Hundred Forty-Five Million Dollars ($145,000,000) in cash equity, representing approximately 37.66% of the aggregate purchase price, and Two Hundred Forty Million Dollars ($240,000,000) drawn under a bridge credit facility, representing approximately 62.34% of the aggregate purchase price. The trailing-twelve-month net operating income ("NOI") of the Sun Belt Portfolio at the time of acquisition was $26,180,000, resulting in an acquisition capitalization rate of approximately 6.80%. The weighted average physical occupancy of the Sun Belt Portfolio at the time of acquisition was 93.7%. Each of the fourteen properties comprising the Sun Belt Portfolio is held by a separate SPE Borrower, ranging from Fairwater Sun Belt I LLC (which holds the property known as Ridgewater at Lakeline, located in Austin, Texas) through Fairwater Sun Belt XIV LLC (which holds the property known as Harpeth Valley, located in Nashville, Tennessee); and

D. Existing Bridge Credit Facility. In connection with the Acquisition, Fairwater OP, as borrower, and Fairwater Real Estate Investment Trust, as guarantor, entered into that certain Bridge Credit Agreement dated as of June 30, 2025 (the "Bridge Credit Agreement") with a syndicate of lenders (the "Bridge Lenders") led by Kensington National Bank, N.A. ("KNB"), a national banking association, in its capacity as administrative agent, lead arranger, and bookrunner. The Bridge Credit Agreement provides for a senior secured bridge credit facility (the "Bridge Credit Facility") in the aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000), which amount was fully funded on the closing date of the Acquisition. The Bridge Credit Facility bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") as published by the Federal Reserve Bank of New York plus a margin of 500 basis points (5.00%) per annum. Based on a 30-day Term SOFR rate of 4.33% as of the date hereof, the current all-in interest rate under the Bridge Credit Facility is approximately 9.33% per annum, resulting in estimated annual interest expense of approximately $22,392,000. The Bridge Credit Facility matures on December 31, 2025, subject to one (1) six-month extension option, which, if exercised, would extend the maturity date to June 30, 2026. The extension option is subject to the satisfaction of certain conditions, including (a) payment of an extension fee equal to 25 basis points (0.25%) of the outstanding principal balance ($600,000), (b) maintenance of a loan-to-value ratio ("LTV") not exceeding 65%, and (c) maintenance of a debt service coverage ratio ("DSCR") of not less than 1.20x. The Bridge Credit Facility is secured by (i) first-priority mortgage liens (or deeds of trust, as applicable) on all fourteen (14) Sun Belt Portfolio properties, (ii) pledges of Fairwater OP's membership interests in each of the SPE Borrowers, and (iii) assignments of leases and rents with respect to each property. The Bridge Credit Agreement provides for an exit fee equal to 0.50% of the outstanding principal balance (currently $1,200,000), payable upon repayment of the Bridge Credit Facility in full, which exit fee shall be waived in the event that the Bridge Credit Facility is repaid from the proceeds of permanent CMBS financing on or before March 31, 2026; and

E. Proposed Permanent Take-Out Financing. Fairwater has received a term sheet dated August 25, 2025 (the "Term Sheet") from Clarendon Metropolitan Insurance Company ("Clarendon Metropolitan"), a life insurance company domiciled in the State of New York (NAIC Company Number 38921), with its principal office at 1 MetroTech Center, Brooklyn, New York 11201, for a permanent commercial mortgage-backed securities ("CMBS") mortgage loan in the aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000) (the "Permanent Loan"). The Permanent Loan is proposed to bear a fixed interest rate of 6.25% per annum (as compared to the current all-in floating rate under the Bridge Credit Facility of approximately 9.33% per annum), with a ten (10)-year term and a thirty (30)-year amortization schedule, resulting in estimated monthly debt service payments of approximately $1,477,846 and estimated annual debt service of approximately $17,734,152. At the proposed loan amount and interest rate, the Permanent Loan would result in a debt service coverage ratio of approximately 1.476x (based on trailing-twelve-month NOI of $26,180,000) and a loan-to-value ratio of approximately 62.34% (based on the aggregate acquisition purchase price of $385,000,000). The annual interest savings achieved by transitioning from the Bridge Credit Facility to the Permanent Loan are estimated at approximately $7,392,000 (representing the difference between annual interest expense of approximately $22,392,000 under the Bridge Credit Facility and the interest component of annual debt service under the Permanent Loan). The Permanent Loan is structured as a non-recourse mortgage loan, subject to standard CMBS carve-out guaranty obligations as further described in Recital F below. The Permanent Loan will be secured by first-priority mortgage liens (or deeds of trust, as applicable) on all fourteen (14) Sun Belt Portfolio properties, replacing the existing liens securing the Bridge Credit Facility. Prepayment of the Permanent Loan will be subject to a two (2)-year lockout period commencing on the date of securitization, followed by a defeasance requirement through the open prepayment window. Clarendon Metropolitan will charge an origination fee of 0.75% of the principal amount of the Permanent Loan ($1,800,000), payable at closing. A rate lock deposit of $2,400,000, equal to 1.00% of the proposed loan amount (reference number CL-CMBS-2025-09-0347), is required to be submitted with the formal loan application to secure the proposed fixed interest rate. The target closing date for the Permanent Loan is on or before November 28, 2025. The Permanent Loan will be governed by the laws of the State of New York. The anticipated CMBS securitization vehicle for the Permanent Loan is the CLRN 2025-C14 trust (indicative designation; subject to final pooling determination by the depositor); and

F. Borrower Structure for Permanent Loan. In order to achieve a bankruptcy-remote CMBS-compliant borrower structure, the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) will serve as co-borrowers under the Permanent Loan, replacing Fairwater OP as the borrower under the Bridge Credit Facility. Each SPE Borrower will be required to comply with customary CMBS single-purpose entity separateness covenants, including (without limitation) maintaining its own books and records, refraining from commingling its assets with those of any affiliate, observing all organizational formalities, paying its own liabilities and expenses from its own funds, and maintaining adequate capitalization. Each SPE Borrower will be required to appoint at least one independent director (or independent manager, as applicable) whose affirmative consent will be required for certain material actions, including the filing of any voluntary bankruptcy petition. Fairwater Real Estate Investment Trust will serve as the carve-out guarantor under a non-recourse carve-out guaranty agreement, guaranteeing certain limited exceptions to the non-recourse nature of the Permanent Loan; and

G. Engagement of Advisors. Fairwater has engaged Calderwood & Harkness LLP ("C&H"), with offices at 425 Park Avenue, New York, New York 10022, as outside legal counsel to Fairwater in connection with the negotiation, documentation, and closing of the Permanent Loan. The C&H engagement was formally opened on August 11, 2025 under matter number 1036-00001, with Philip Hartmann serving as responsible partner and Claudia Merritt serving as billing partner. Fairwater has also engaged Beacon Ridge Capital Advisors LLC ("Beacon Ridge"), with offices at 300 Park Avenue, Suite 1800, New York, New York 10022, as financial advisor to Fairwater with respect to capital markets strategy and the structuring and analysis of the take-out financing, with Dennis P. Nakamura serving as lead advisor. Crestline & Alderman LLP ("Crestline & Alderman"), with offices at One South Street, Suite 2800, Baltimore, Maryland 21202, serves as Fairwater's regular corporate and securities counsel and has coordinated with C&H on REIT compliance, corporate governance, and securities law aspects of the refinancing, with Patricia S. Keene serving as lead partner. The Board notes for informational purposes that counsel to Clarendon Metropolitan in connection with the Permanent Loan is Ashworth McPhail LLP, 51 Madison Avenue, 24th Floor, New York, New York 10010 (Joanna C. Wexler, lead partner), and counsel to KNB as administrative agent under the Bridge Credit Facility is Halcourt Briggs & Devlin LLP, 1221 Avenue of the Americas, New York, New York 10020 (Kenneth R. Delacroix, lead partner); and

H. Board Authority and Fiduciary Considerations. The Board of Trustees has received and reviewed (i) the Term Sheet dated August 25, 2025 from Clarendon Metropolitan, (ii) the financial analysis and capital markets recommendation prepared by Beacon Ridge Capital Advisors LLC, and (iii) the legal analysis and memoranda prepared by Calderwood & Harkness LLP and Crestline & Alderman LLP regarding the terms, structure, and REIT compliance aspects of the proposed Permanent Loan. The Board has carefully considered the benefits of the Permanent Loan to Fairwater and its shareholders, including, without limitation, (a) the reduction in interest rate from approximately 9.33% per annum (floating) to 6.25% per annum (fixed), representing savings of approximately 308 basis points, (b) the elimination of near-term maturity risk associated with the Bridge Credit Facility (which matures on December 31, 2025), (c) the transition from floating-rate to fixed-rate debt, providing certainty and predictability of debt service obligations over a ten-year term, (d) the estimated annual interest savings of approximately $7,392,000, (e) the non-recourse nature of the permanent financing (as compared to the full recourse nature of the Bridge Credit Facility), and (f) the extension of debt maturity from approximately three months (or nine months with extension) to ten years, thereby providing long-term capital stability for the Sun Belt Portfolio. Based upon its review and deliberation, the Board has determined that the Permanent Loan, on substantially the terms set forth in the Term Sheet, is fair, reasonable, and in the best interests of Fairwater Real Estate Investment Trust and its shareholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that:

Resolution 1 — Authorization of the Permanent Loan

The Board of Trustees hereby authorizes and approves Fairwater Real Estate Investment Trust, acting through Fairwater Operating Partnership, L.P. in its capacity as the sole managing member of each SPE Borrower, to cause the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) to enter into the Permanent Loan with Clarendon Metropolitan Insurance Company in an aggregate principal amount of up to Two Hundred Forty Million Dollars ($240,000,000), on substantially the terms and conditions set forth in the Term Sheet dated August 25, 2025, as such terms may be modified, supplemented, or amended in the course of negotiation and documentation in a manner consistent with the economic parameters and other provisions set forth in these resolutions.

Resolution 2 — Authorization of Loan Documents

RESOLVED FURTHER, that the Board hereby authorizes the negotiation, execution, and delivery by Fairwater, Fairwater OP, the SPE Borrowers, or any combination thereof, as applicable, of the following documents and instruments in connection with the Permanent Loan (collectively, the "Loan Documents"):

(a) A Loan Agreement by and among the SPE Borrowers, as co-borrowers, and Clarendon Metropolitan Insurance Company, as lender, setting forth the terms and conditions of the Permanent Loan;

(b) A Promissory Note in the principal amount of Two Hundred Forty Million Dollars ($240,000,000), bearing interest at a fixed rate of 6.25% per annum, with a term of ten (10) years and an amortization schedule of thirty (30) years;

(c) A Non-Recourse Carve-Out Guaranty Agreement executed by Fairwater Real Estate Investment Trust, as carve-out guarantor, in favor of Clarendon Metropolitan Insurance Company, as lender, and its successors and assigns, pursuant to which Fairwater will guaranty payment and performance of certain limited exceptions to the non-recourse provisions of the Loan Agreement, including, without limitation, losses arising from or in connection with (i) fraud or intentional misrepresentation by any SPE Borrower, (ii) the filing of a voluntary bankruptcy or insolvency petition by or on behalf of any SPE Borrower, (iii) environmental contamination or violation of environmental laws, (iv) misapplication or misappropriation of rents, insurance proceeds, or condemnation proceeds, and (v) violation of the single-purpose entity separateness covenants set forth in the Loan Agreement;

(d) An Environmental Indemnity Agreement executed by the SPE Borrowers and Fairwater Real Estate Investment Trust, as indemnitors, in favor of Clarendon Metropolitan Insurance Company, as indemnitee, providing for indemnification against environmental liabilities in connection with the fourteen (14) Sun Belt Portfolio properties;

(e) Mortgages, Deeds of Trust, Assignments of Leases and Rents, and Security Agreements (or such equivalent instruments as may be required under applicable state law), as applicable, for each of the fourteen (14) Sun Belt Portfolio properties, to be recorded in the appropriate land records offices in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, granting first-priority liens on the respective properties in favor of Clarendon Metropolitan Insurance Company;

(f) Assignments of Leases and Rents for each of the fourteen (14) Sun Belt Portfolio properties, to the extent not included within the mortgage instruments described in clause (e) above;

(g) A Cash Management Agreement (or Lockbox Agreement), by and among the SPE Borrowers, Clarendon Metropolitan Insurance Company, and a depository bank to be designated, establishing lockbox and cash management arrangements for the collection, application, and disbursement of rents and other revenues from the Sun Belt Portfolio properties;

(h) Amended and Restated Limited Liability Company Agreements (or Operating Agreements) for each of the fourteen (14) SPE Borrowers, incorporating CMBS-compliant single-purpose entity separateness covenants, independent director (or independent manager) requirements, and such other provisions as may be required by Clarendon Metropolitan or the rating agencies in connection with the anticipated securitization;

(i) UCC Financing Statements (UCC-1) to be filed with the Delaware Secretary of State with respect to the pledge of equity interests in each SPE Borrower, and fixture filings to be recorded in the applicable county recording offices in the States of Texas, Georgia, Florida, North Carolina, and Tennessee;

(j) A Rate Lock Deposit Side Letter by and between Fairwater (or the applicable SPE Borrowers) and Clarendon Metropolitan Insurance Company, governing the terms and conditions of the rate lock deposit in the amount of $2,400,000 (reference number CL-CMBS-2025-09-0347), including provisions for the refund of such deposit at closing and its application as a credit against closing costs; and

(k) Such other documents, instruments, certificates, agreements, and filings as may be necessary or appropriate in connection with the Permanent Loan, including, without limitation, title affidavits, surveys, estoppel certificates, subordination, non-disturbance and attornment agreements, property management subordination agreements, comfort letters, and lender required corporate or organizational documentation.

Resolution 3 — Authorization of Guaranty Obligations

RESOLVED FURTHER, that the Board of Trustees specifically authorizes and approves Fairwater Real Estate Investment Trust to execute and deliver (i) the Non-Recourse Carve-Out Guaranty Agreement, and (ii) the Environmental Indemnity Agreement, each in connection with the Permanent Loan, acknowledging and confirming that:

(a) The obligations of Fairwater under the Non-Recourse Carve-Out Guaranty Agreement and the Environmental Indemnity Agreement will survive beyond the stated term of the Permanent Loan in certain respects, including, without limitation, with respect to environmental indemnification obligations and obligations arising from acts or omissions occurring during the term of the Permanent Loan that are discovered after maturity or repayment;

(b) The Non-Recourse Carve-Out Guaranty Agreement may provide that certain triggering events, including, without limitation, the filing of a voluntary bankruptcy petition by or on behalf of any SPE Borrower or a material violation of the SPE separateness covenants, may result in full recourse liability of Fairwater for the entire outstanding balance of the Permanent Loan; and

(c) The Board has determined, based upon its review of the Term Sheet and the advice of counsel, that the guaranty obligations contemplated hereby are consistent with Fairwater's obligations as the ultimate parent entity of the SPE Borrowers and are customary for CMBS mortgage loan transactions of this type and magnitude.

Resolution 4 — Authorization of Carve-Out Guarantor Role and REIT Distribution Exception

RESOLVED FURTHER, that Fairwater Real Estate Investment Trust, in its capacity as carve-out guarantor under the Non-Recourse Carve-Out Guaranty Agreement, is hereby authorized to negotiate the scope, terms, and conditions of the recourse carve-out provisions and to agree to such provisions as are customary for CMBS mortgage loan transactions of comparable size, credit quality, and property type. The authorized officers designated in Resolution 10 below are specifically directed to negotiate and include within the SPE separateness covenants and any distribution restriction or cash management provisions of the Loan Documents an express exception permitting distributions from the SPE Borrowers to Fairwater OP, and from Fairwater OP to Fairwater, in such amounts as are necessary to enable Fairwater to maintain its qualification as a REIT for federal income tax purposes under the Code, including, without limitation, the requirement to distribute to shareholders not less than ninety percent (90%) of REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain), notwithstanding any restrictions on additional indebtedness, distributions, or transfers otherwise imposed by the Loan Documents.

Resolution 5 — Authorization to Direct Fairwater Operating Partnership and SPE Subsidiaries

RESOLVED FURTHER, that the Board of Trustees hereby authorizes and directs the officers of Fairwater Real Estate Investment Trust, acting in Fairwater's capacity as the sole general partner of Fairwater Operating Partnership, L.P., to cause Fairwater OP to take the following actions:

(a) Direct each of the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) to negotiate, execute, and deliver the Loan Documents to which such SPE Borrower is a party, including, without limitation, the Loan Agreement, the Promissory Note, the Mortgages (or Deeds of Trust), the Assignments of Leases and Rents, the Environmental Indemnity Agreement, the Cash Management Agreement, the Amended and Restated Limited Liability Company Agreements, and all other documents, instruments, and certificates required to be executed by the SPE Borrowers in connection with the Permanent Loan;

(b) Execute and deliver any and all documents, instruments, and agreements required to be executed by Fairwater OP in connection with the Permanent Loan, including, without limitation, amendments or supplements to the limited partnership agreement of Fairwater OP, pledges or assignments of Fairwater OP's membership interests in the SPE Borrowers, organizational certificates, and such other documentation as may be required by Clarendon Metropolitan or the rating agencies; and

(c) Take all such other actions, and execute and deliver all such other documents, instruments, and certificates, as may be necessary, appropriate, or advisable to effectuate the Permanent Loan and the simultaneous repayment in full and termination of all obligations under the Bridge Credit Facility.

Resolution 6 — Authorization of Bridge Loan Repayment

RESOLVED FURTHER, that the Board of Trustees hereby authorizes the repayment in full of the Two Hundred Forty Million Dollars ($240,000,000) outstanding principal balance under the Bridge Credit Agreement, together with all accrued and unpaid interest (at the rate of SOFR plus 500 basis points per annum), fees, expenses, and all other amounts due and payable to Kensington National Bank, N.A., as administrative agent, and the following syndicate lenders, from the proceeds of the Permanent Loan:

The authorized officers designated in Resolution 10 below are directed to coordinate with Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix, lead partner), as counsel to KNB in its capacity as administrative agent, and with Kensington National Bank, N.A. directly, to obtain (i) payoff statements setting forth the exact amount required to satisfy in full all obligations under the Bridge Credit Agreement as of the anticipated closing date of the Permanent Loan, (ii) mortgage releases, satisfactions, or reconveyances, as applicable, with respect to all fourteen (14) Sun Belt Portfolio properties located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, in recordable form, (iii) UCC-3 termination statements for all UCC financing statements filed in connection with the Bridge Credit Facility, and (iv) such other release, discharge, and termination documentation as may be necessary to evidence the full repayment and discharge of the Bridge Credit Facility. The Board notes that if repayment of the Bridge Credit Facility from the proceeds of CMBS permanent financing occurs on or before March 31, 2026, the exit fee of $1,200,000 (0.50% of the outstanding principal balance) will be waived pursuant to the terms of the Bridge Credit Agreement, and accordingly the authorized officers are directed to use commercially reasonable efforts to close the Permanent Loan prior to such date.

Resolution 7 — Authorization of Rate Lock Deposit

RESOLVED FURTHER, that the Board of Trustees hereby authorizes the submission of a rate lock deposit in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000), equal to 1.00% of the proposed principal amount of the Permanent Loan ($240,000,000), to Clarendon Metropolitan Insurance Company in connection with the formal loan application to be dated September 15, 2025, on the terms and conditions set forth in the Rate Lock Deposit Side Letter (reference number CL-CMBS-2025-09-0347). The Board acknowledges that such rate lock deposit is intended to secure the proposed fixed interest rate of 6.25% per annum and is refundable at the closing of the Permanent Loan, at which time it will be applied as a credit against closing costs and other amounts due from the SPE Borrowers. The authorized officers are directed to arrange for the wire transfer of such rate lock deposit from the appropriate account of Fairwater OP to the account designated by Clarendon Metropolitan in the Rate Lock Deposit Side Letter.

Resolution 8 — Authorization of Loan Application

RESOLVED FURTHER, that the Board of Trustees hereby authorizes and directs the authorized officers to prepare, or cause to be prepared, and to submit a formal loan application to Clarendon Metropolitan Insurance Company for the Permanent Loan in the aggregate principal amount of $240,000,000, together with all supporting documentation reasonably required by Clarendon Metropolitan, including, without limitation, organizational documents of Fairwater, Fairwater OP, and each SPE Borrower, property information packages, current rent rolls, historical and projected operating statements, capital expenditure budgets, environmental reports, physical condition reports, appraisals, surveys, title commitments, insurance certificates, and such other materials as may be customarily required in connection with CMBS loan origination.

Resolution 9 — Authorization of Origination Fee and Transaction Costs

RESOLVED FURTHER, that the Board of Trustees hereby authorizes the payment of (i) the origination fee of One Million Eight Hundred Thousand Dollars ($1,800,000), equal to 0.75% of the principal amount of the Permanent Loan ($240,000,000), to Clarendon Metropolitan Insurance Company at the closing of the Permanent Loan, and (ii) all other transaction costs, fees, and expenses associated with the origination and closing of the Permanent Loan, including, without limitation:

(a) Mortgage recording taxes, transfer taxes, intangible taxes, and documentary stamp taxes payable in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, as applicable;

(b) Title insurance premiums for lender's title insurance policies to be issued by Marlowe Asset Management Title Insurance Group, Inc. for each of the fourteen (14) Sun Belt Portfolio properties;

(d) Appraisal costs for FIRREA-compliant appraisals to be prepared by Thornfield Appraisal Group LLC;

(e) Legal fees and expenses of Calderwood & Harkness LLP, Crestline & Alderman LLP, and such local counsel as may be engaged in the States of Texas, Georgia, Florida, North Carolina, and Tennessee;

(f) UCC filing fees payable to the Delaware Secretary of State and applicable county recording offices;

(g) Environmental report and physical condition report costs;

(h) Rating agency fees, if any, payable in connection with the anticipated securitization; and

(i) All other customary closing costs and expenses incurred in connection with the Permanent Loan.

Resolution 10 — Designation of Authorized Officers

RESOLVED FURTHER, that the following officers of Fairwater Real Estate Investment Trust are each individually authorized and empowered, for and on behalf of Fairwater Real Estate Investment Trust, to take the actions described below in connection with the Permanent Loan and the related transactions contemplated by these resolutions:

Jonathan R. Calder, Chief Executive Officer, and Naomi T. Sinclair, Chief Financial Officer, are each individually authorized and empowered to:

(a) Execute and deliver any and all Loan Documents, including, without limitation, the Loan Agreement, the Promissory Note, the Non-Recourse Carve-Out Guaranty Agreement, the Environmental Indemnity Agreement, the Mortgages (or Deeds of Trust), the Assignments of Leases and Rents, the Cash Management Agreement, and all other documents, instruments, and agreements described in Resolution 2 above;

(b) Execute and deliver closing certificates, officer's certificates, incumbency certificates, compliance certificates, borrower's certificates, and such other certifications as may be required by Clarendon Metropolitan or its counsel in connection with the closing of the Permanent Loan;

(c) Negotiate and agree to modifications, amendments, or supplements to the terms and conditions of the Permanent Loan as set forth in the Term Sheet, provided that such modifications, amendments, or supplements are not materially adverse to the interests of Fairwater or inconsistent with the economic parameters established in these resolutions;

(d) Execute and deliver any and all ancillary agreements, instruments, certificates, or other documents required or requested in connection with the closing of the Permanent Loan and the repayment of the Bridge Credit Facility, including, without limitation, payoff direction letters, funds flow memoranda, escrow instructions, and post-closing agreements; and

(e) Take any and all actions as may be necessary, appropriate, or advisable to consummate the transactions contemplated by these resolutions.

David A. Whitfield, General Counsel, and Rachel S. Donahue, Senior Vice President, Capital Markets, are each individually authorized and empowered to execute ancillary documents, certificates, instruments, and filings (other than the principal Loan Documents enumerated in clauses (a) and (c) of the preceding paragraph, which shall require execution by Mr. Calder or Ms. Sinclair) and to coordinate with outside counsel, financial advisors, title companies, and other third-party service providers as may be necessary or appropriate in connection with the Permanent Loan and the related transactions.

Any one of the foregoing authorized officers, acting individually and without the joinder or consent of any other officer, shall have full power and authority to act on behalf of Fairwater Real Estate Investment Trust with respect to the matters described in these resolutions, and the signature of any one such authorized officer on any document, instrument, certificate, or agreement shall be sufficient to bind Fairwater.

Resolution 11 — Ratification of Engagement of Advisors

RESOLVED FURTHER, that the Board of Trustees hereby ratifies, confirms, and approves the engagement of the following advisors in connection with the Permanent Loan and the related transactions:

(a) Calderwood & Harkness LLP as outside legal counsel to Fairwater in connection with the negotiation, documentation, and closing of the Permanent Loan, pursuant to the engagement letter dated August 11, 2025 (matter number 1036-00001), with Philip Hartmann serving as responsible partner and Claudia Merritt serving as billing partner; and

(b) Beacon Ridge Capital Advisors LLC as financial advisor to Fairwater with respect to capital markets strategy, take-out financing structuring, and lender selection, with Dennis P. Nakamura serving as lead advisor.

The Board further acknowledges and confirms the continued engagement of Crestline & Alderman LLP (Patricia S. Keene, lead partner) as Fairwater's regular corporate and securities counsel for purposes of advising on corporate governance, REIT compliance, and securities law matters related to the refinancing, and authorizes the payment of all fees and expenses payable to such advisors in accordance with their respective engagement terms.

Resolution 12 — Delegation of Authority for Ministerial Matters

RESOLVED FURTHER, that the authorized officers designated in Resolution 10 above are hereby empowered to determine, without further action or approval of the Board of Trustees, the following ministerial and operational matters in connection with the Permanent Loan:

(a) The final closing date of the Permanent Loan, which is targeted for on or before November 28, 2025, but which shall in any event occur prior to the maturity date of the Bridge Credit Facility (December 31, 2025);

(b) The exact terms of the amortization schedule, including the specific monthly payment amounts and the allocation of principal and interest;

(d) The terms and conditions of the cash management and lockbox arrangements, including the designation of the depository bank and the establishment of reserve accounts;

(e) The appointment of independent directors or independent managers for each SPE Borrower; and

(f) Such other operational, administrative, and ministerial terms as may be required to finalize the Loan Documents;

provided, however, that such terms shall be consistent with the economic framework described in these resolutions, including, without limitation, the following parameters: (i) the aggregate principal amount of the Permanent Loan shall not exceed $240,000,000; (ii) the fixed interest rate shall not exceed 6.50% per annum; (iii) the term of the Permanent Loan shall be not less than ten (10) years; and (iv) the amortization schedule shall be based on a period of not less than thirty (30) years.

Resolution 13 — Authorization of Legal Opinions

RESOLVED FURTHER, that the Board of Trustees hereby authorizes Calderwood & Harkness LLP to prepare and deliver, on behalf of and for the benefit of Fairwater Real Estate Investment Trust and the SPE Borrowers, a borrower's counsel legal opinion letter addressed to Clarendon Metropolitan Insurance Company, as lender, and its successors and assigns (including the trustee, certificate holders, and servicer under the anticipated CMBS securitization), covering the following matters, subject to customary assumptions, qualifications, limitations, and exceptions:

(a) Due organization, valid existence, and good standing of Fairwater, Fairwater OP, and each SPE Borrower;

(b) Authorization and power of Fairwater, Fairwater OP, and each SPE Borrower to execute and deliver the Loan Documents and to perform their respective obligations thereunder;

(c) Due execution, delivery, and enforceability of the Loan Documents against Fairwater, Fairwater OP, and each SPE Borrower, as applicable;

(d) No conflict with organizational documents, applicable law, or existing agreements;

(e) Non-consolidation of each SPE Borrower with Fairwater, Fairwater OP, or any affiliate in a bankruptcy proceeding (the "substantive non-consolidation" opinion); and

(f) Such other matters as may be customarily required by Clarendon Metropolitan or the rating agencies in connection with the anticipated securitization.

The Board further authorizes the officers of Fairwater to engage local counsel in the States of Texas, Georgia, Florida, North Carolina, and Tennessee as may be required to deliver local law legal opinions, including, without limitation, opinions regarding the enforceability of the Mortgages (or Deeds of Trust), the validity and priority of the mortgage liens, and such other matters of local law as may be required by Clarendon Metropolitan or its counsel.

Resolution 14 — Compliance with REIT Requirements

RESOLVED FURTHER, that in connection with the negotiation, execution, and delivery of the Loan Documents, the authorized officers designated in Resolution 10 above shall, in consultation with Crestline & Alderman LLP, ensure that:

(a) The terms and conditions of the Permanent Loan are consistent with Fairwater's continued qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including, without limitation, the requirement to distribute to shareholders not less than ninety percent (90%) of REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain);

(b) Any SPE separateness covenants, distribution restrictions, cash management provisions, or other restrictions contained in the Loan Documents include appropriate carve-outs, exceptions, or waivers permitting distributions from the SPE Borrowers to Fairwater OP, and from Fairwater OP to Fairwater, in amounts necessary for Fairwater to make REIT-required distributions to its shareholders;

(c) The Loan Documents do not contain provisions that would cause Fairwater, Fairwater OP, or any SPE Borrower to be treated as engaged in a "prohibited transaction" within the meaning of Section 857(b)(6) of the Code; and

(d) The overall structure of the Permanent Loan, including the co-borrower arrangement, the guaranty structure, and the cash management provisions, is compatible with Fairwater's UPREIT organizational structure and its obligations under the Fairwater OP partnership agreement to limited partners holding OP Units.

Resolution 15 — General Authorization

RESOLVED FURTHER, that the officers of Fairwater Real Estate Investment Trust are hereby authorized and empowered to take any and all further actions, and to execute and deliver any and all further documents, instruments, certificates, and agreements, in the name and on behalf of Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., and each of the SPE Borrowers, as they may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such documents, instruments, certificates, or agreements by any authorized officer to be conclusive evidence of the authority of such officer to act on behalf of Fairwater and of the approval of Fairwater with respect to the matters set forth therein.

RESOLVED FURTHER, that all acts heretofore taken by any officer, trustee, employee, or agent of Fairwater Real Estate Investment Trust in connection with the matters described in or contemplated by these resolutions, including, without limitation, the negotiation of the Term Sheet, the engagement of advisors, the submission of preliminary information to Clarendon Metropolitan, and the coordination with Kensington National Bank regarding the anticipated repayment of the Bridge Credit Facility, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of Fairwater Real Estate Investment Trust.

The undersigned Secretary hereby certifies that the foregoing resolutions were duly adopted by the Board of Trustees at the meeting referenced above and that such resolutions have not been amended, modified, rescinded, or superseded and remain in full force and effect.

SECRETARY'S CERTIFICATE

I, the undersigned, being the duly elected, qualified, and acting Secretary of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Trust"), do hereby certify as follows:

1. The foregoing resolutions (the "Resolutions") are a true, correct, and complete copy of the resolutions duly adopted by the Board of Trustees of the Trust at a meeting of the Board of Trustees duly called and held on September 8, 2025, at which meeting a quorum of the Trustees was present and acting throughout, and at which meeting the Resolutions were adopted by the affirmative vote of a majority of the Trustees present.

2. The Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date hereof.

3. The following persons are the duly elected, qualified, and acting officers of the Trust, holding the titles set forth opposite their respective names, and the signatures set forth below are their genuine signatures:

4. Each of the foregoing officers has been duly authorized, pursuant to the Resolutions, to act on behalf of the Trust in connection with the Permanent Loan described in the Resolutions, and any one such officer, acting individually, has full power and authority to execute and deliver documents on behalf of the Trust as set forth in the Resolutions.

IN WITNESS WHEREOF, I have hereunto set my hand as of the _ day of ___, 2025.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: ________

Title: Secretary (or Assistant Secretary)

Date: ________

NOTARY ACKNOWLEDGMENT

STATE OF ______)

) ss.

COUNTY OF _____)

On the _ day of ___, 2025, before me, the undersigned, a Notary Public in and for the State aforesaid, duly commissioned and sworn, personally appeared ______, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity as Secretary (or Assistant Secretary) of Fairwater Real Estate Investment Trust, and that by his/her signature on the instrument, the entity on behalf of which the person acted executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

________________________________________

Notary Public

My Commission Expires: ____

[NOTARIAL SEAL]

Lender	Commitment Amount	Pro Rata Share
Kensington National Bank, N.A.	$96,000,000	40.00%
Pinnacle Trust Company	$60,000,000	25.00%
Greystone Commerce Bank	$48,000,000	20.00%
Redfield Capital Markets, LLC	$36,000,000	15.00%
Total	$240,000,000	100.00%
Name	Title	Specimen Signature
Jonathan R. Calder	Chief Executive Officer	________
Naomi T. Sinclair	Chief Financial Officer	________
David A. Whitfield	General Counsel	________
Rachel S. Donahue	Senior Vice President, Capital Markets	________

RESOLUTIONS OF THE BOARD OF TRUSTEES OF FAIRWATER REAL ESTATE INVESTMENT TRUST
Authorization of Permanent Take-Out Financing
Adopted September 8, 2025
Prepared by Calderwood & Harkness LLP in coordination with Crestline & Alderman LLP
The following resolutions were adopted by the Board of Trustees (the "Board") of Fairwater Real Estate Investment Trust at a meeting of the Board duly called and held on September 8, 2025, at which a quorum of the Trustees was present and acting throughout.
RECITALS
WHEREAS:
A. Organization and Status. Fairwater Real Estate Investment Trust ("Fairwater" or the "Trust") is a Maryland real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with its principal office located at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044. Fairwater is registered with the Maryland State Department of Assessments and Taxation under Entity Identification Number D19483726 and has been assigned Employer Identification Number 52-2847193 by the Internal Revenue Service. Fairwater's shares of beneficial interest, par value $0.01 per share (the "Common Shares"), are duly listed and traded on the New York Stock Exchange under the ticker symbol "FWTR." Fairwater has elected to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is required to distribute to its shareholders not less than ninety percent (90%) of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain) in order to maintain its qualification as a REIT. As of August 2025, Fairwater has an approximate market capitalization of $1.85 billion and a total enterprise value (equity market capitalization plus total consolidated indebtedness less cash and cash equivalents) of approximately $3.2 billion; and
B. Operating Partnership Structure. Fairwater conducts substantially all of its real estate investment, development, and operating activities through Fairwater Operating Partnership, L.P. ("Fairwater OP"), a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, with Employer Identification Number 52-2847201. Fairwater serves as the sole general partner of Fairwater OP, holding an approximate 99.2% general partnership interest therein. Various holders of operating partnership units ("OP Units") hold the remaining approximate 0.8% aggregate limited partnership interest in Fairwater OP. Fairwater OP is the direct parent entity of fourteen (14) special purpose entity subsidiaries, designated Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC (each, an "SPE Borrower" and, collectively, the "SPE Borrowers"), each of which is a Delaware limited liability company formed for the purpose of holding a single asset within the Sun Belt Portfolio (as defined below); and
C. Sun Belt Portfolio Acquisition. On June 30, 2025, Fairwater, acting through Fairwater OP and its SPE subsidiaries, completed the acquisition (the "Acquisition") of a fourteen-property multifamily residential portfolio (the "Sun Belt Portfolio") from Meridian Sunstone Holdings LLC, a Delaware limited liability company. The Sun Belt Portfolio comprises approximately 4,200 apartment units located across five states in the southeastern United States, distributed as follows:
(i) Texas: Five (5) properties containing approximately 1,600 units;
(ii) Georgia: Three (3) properties containing approximately 820 units;
(iii) Florida: Three (3) properties containing approximately 860 units;
(iv) North Carolina: Two (2) properties containing approximately 540 units; and
(v) Tennessee: One (1) property containing approximately 380 units.
The aggregate purchase price for the Sun Belt Portfolio was Three Hundred Eighty-Five Million Dollars ($385,000,000). The Acquisition was funded with One Hundred Forty-Five Million Dollars ($145,000,000) in cash equity, representing approximately 37.66% of the aggregate purchase price, and Two Hundred Forty Million Dollars ($240,000,000) drawn under a bridge credit facility, representing approximately 62.34% of the aggregate purchase price. The trailing-twelve-month net operating income ("NOI") of the Sun Belt Portfolio at the time of acquisition was $26,180,000, resulting in an acquisition capitalization rate of approximately 6.80%. The weighted average physical occupancy of the Sun Belt Portfolio at the time of acquisition was 93.7%. Each of the fourteen properties comprising the Sun Belt Portfolio is held by a separate SPE Borrower, ranging from Fairwater Sun Belt I LLC (which holds the property known as Ridgewater at Lakeline, located in Austin, Texas) through Fairwater Sun Belt XIV LLC (which holds the property known as Harpeth Valley, located in Nashville, Tennessee); and
D. Existing Bridge Credit Facility. In connection with the Acquisition, Fairwater OP, as borrower, and Fairwater Real Estate Investment Trust, as guarantor, entered into that certain Bridge Credit Agreement dated as of June 30, 2025 (the "Bridge Credit Agreement") with a syndicate of lenders (the "Bridge Lenders") led by Kensington National Bank, N.A. ("KNB"), a national banking association, in its capacity as administrative agent, lead arranger, and bookrunner. The Bridge Credit Agreement provides for a senior secured bridge credit facility (the "Bridge Credit Facility") in the aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000), which amount was fully funded on the closing date of the Acquisition. The Bridge Credit Facility bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") as published by the Federal Reserve Bank of New York plus a margin of 500 basis points (5.00%) per annum. Based on a 30-day Term SOFR rate of 4.33% as of the date hereof, the current all-in interest rate under the Bridge Credit Facility is approximately 9.33% per annum, resulting in estimated annual interest expense of approximately $22,392,000. The Bridge Credit Facility matures on December 31, 2025, subject to one (1) six-month extension option, which, if exercised, would extend the maturity date to June 30, 2026. The extension option is subject to the satisfaction of certain conditions, including (a) payment of an extension fee equal to 25 basis points (0.25%) of the outstanding principal balance ($600,000), (b) maintenance of a loan-to-value ratio ("LTV") not exceeding 65%, and (c) maintenance of a debt service coverage ratio ("DSCR") of not less than 1.20x. The Bridge Credit Facility is secured by (i) first-priority mortgage liens (or deeds of trust, as applicable) on all fourteen (14) Sun Belt Portfolio properties, (ii) pledges of Fairwater OP's membership interests in each of the SPE Borrowers, and (iii) assignments of leases and rents with respect to each property. The Bridge Credit Agreement provides for an exit fee equal to 0.50% of the outstanding principal balance (currently $1,200,000), payable upon repayment of the Bridge Credit Facility in full, which exit fee shall be waived in the event that the Bridge Credit Facility is repaid from the proceeds of permanent CMBS financing on or before March 31, 2026; and
E. Proposed Permanent Take-Out Financing. Fairwater has received a term sheet dated August 25, 2025 (the "Term Sheet") from Clarendon Metropolitan Insurance Company ("Clarendon Metropolitan"), a life insurance company domiciled in the State of New York (NAIC Company Number 38921), with its principal office at 1 MetroTech Center, Brooklyn, New York 11201, for a permanent commercial mortgage-backed securities ("CMBS") mortgage loan in the aggregate principal amount of Two Hundred Forty Million Dollars ($240,000,000) (the "Permanent Loan"). The Permanent Loan is proposed to bear a fixed interest rate of 6.25% per annum (as compared to the current all-in floating rate under the Bridge Credit Facility of approximately 9.33% per annum), with a ten (10)-year term and a thirty (30)-year amortization schedule, resulting in estimated monthly debt service payments of approximately $1,477,846 and estimated annual debt service of approximately $17,734,152. At the proposed loan amount and interest rate, the Permanent Loan would result in a debt service coverage ratio of approximately 1.476x (based on trailing-twelve-month NOI of $26,180,000) and a loan-to-value ratio of approximately 62.34% (based on the aggregate acquisition purchase price of $385,000,000). The annual interest savings achieved by transitioning from the Bridge Credit Facility to the Permanent Loan are estimated at approximately $7,392,000 (representing the difference between annual interest expense of approximately $22,392,000 under the Bridge Credit Facility and the interest component of annual debt service under the Permanent Loan). The Permanent Loan is structured as a non-recourse mortgage loan, subject to standard CMBS carve-out guaranty obligations as further described in Recital F below. The Permanent Loan will be secured by first-priority mortgage liens (or deeds of trust, as applicable) on all fourteen (14) Sun Belt Portfolio properties, replacing the existing liens securing the Bridge Credit Facility. Prepayment of the Permanent Loan will be subject to a two (2)-year lockout period commencing on the date of securitization, followed by a defeasance requirement through the open prepayment window. Clarendon Metropolitan will charge an origination fee of 0.75% of the principal amount of the Permanent Loan ($1,800,000), payable at closing. A rate lock deposit of $2,400,000, equal to 1.00% of the proposed loan amount (reference number CL-CMBS-2025-09-0347), is required to be submitted with the formal loan application to secure the proposed fixed interest rate. The target closing date for the Permanent Loan is on or before November 28, 2025. The Permanent Loan will be governed by the laws of the State of New York. The anticipated CMBS securitization vehicle for the Permanent Loan is the CLRN 2025-C14 trust (indicative designation; subject to final pooling determination by the depositor); and
F. Borrower Structure for Permanent Loan. In order to achieve a bankruptcy-remote CMBS-compliant borrower structure, the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) will serve as co-borrowers under the Permanent Loan, replacing Fairwater OP as the borrower under the Bridge Credit Facility. Each SPE Borrower will be required to comply with customary CMBS single-purpose entity separateness covenants, including (without limitation) maintaining its own books and records, refraining from commingling its assets with those of any affiliate, observing all organizational formalities, paying its own liabilities and expenses from its own funds, and maintaining adequate capitalization. Each SPE Borrower will be required to appoint at least one independent director (or independent manager, as applicable) whose affirmative consent will be required for certain material actions, including the filing of any voluntary bankruptcy petition. Fairwater Real Estate Investment Trust will serve as the carve-out guarantor under a non-recourse carve-out guaranty agreement, guaranteeing certain limited exceptions to the non-recourse nature of the Permanent Loan; and
G. Engagement of Advisors. Fairwater has engaged Calderwood & Harkness LLP ("C&H"), with offices at 425 Park Avenue, New York, New York 10022, as outside legal counsel to Fairwater in connection with the negotiation, documentation, and closing of the Permanent Loan. The C&H engagement was formally opened on August 11, 2025 under matter number 1036-00001, with Philip Hartmann serving as responsible partner and Claudia Merritt serving as billing partner. Fairwater has also engaged Beacon Ridge Capital Advisors LLC ("Beacon Ridge"), with offices at 300 Park Avenue, Suite 1800, New York, New York 10022, as financial advisor to Fairwater with respect to capital markets strategy and the structuring and analysis of the take-out financing, with Dennis P. Nakamura serving as lead advisor. Crestline & Alderman LLP ("Crestline & Alderman"), with offices at One South Street, Suite 2800, Baltimore, Maryland 21202, serves as Fairwater's regular corporate and securities counsel and has coordinated with C&H on REIT compliance, corporate governance, and securities law aspects of the refinancing, with Patricia S. Keene serving as lead partner. The Board notes for informational purposes that counsel to Clarendon Metropolitan in connection with the Permanent Loan is Ashworth McPhail LLP, 51 Madison Avenue, 24th Floor, New York, New York 10010 (Joanna C. Wexler, lead partner), and counsel to KNB as administrative agent under the Bridge Credit Facility is Halcourt Briggs & Devlin LLP, 1221 Avenue of the Americas, New York, New York 10020 (Kenneth R. Delacroix, lead partner); and
H. Board Authority and Fiduciary Considerations. The Board of Trustees has received and reviewed (i) the Term Sheet dated August 25, 2025 from Clarendon Metropolitan, (ii) the financial analysis and capital markets recommendation prepared by Beacon Ridge Capital Advisors LLC, and (iii) the legal analysis and memoranda prepared by Calderwood & Harkness LLP and Crestline & Alderman LLP regarding the terms, structure, and REIT compliance aspects of the proposed Permanent Loan. The Board has carefully considered the benefits of the Permanent Loan to Fairwater and its shareholders, including, without limitation, (a) the reduction in interest rate from approximately 9.33% per annum (floating) to 6.25% per annum (fixed), representing savings of approximately 308 basis points, (b) the elimination of near-term maturity risk associated with the Bridge Credit Facility (which matures on December 31, 2025), (c) the transition from floating-rate to fixed-rate debt, providing certainty and predictability of debt service obligations over a ten-year term, (d) the estimated annual interest savings of approximately $7,392,000, (e) the non-recourse nature of the permanent financing (as compared to the full recourse nature of the Bridge Credit Facility), and (f) the extension of debt maturity from approximately three months (or nine months with extension) to ten years, thereby providing long-term capital stability for the Sun Belt Portfolio. Based upon its review and deliberation, the Board has determined that the Permanent Loan, on substantially the terms set forth in the Term Sheet, is fair, reasonable, and in the best interests of Fairwater Real Estate Investment Trust and its shareholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that:
Resolution 1 — Authorization of the Permanent Loan
The Board of Trustees hereby authorizes and approves Fairwater Real Estate Investment Trust, acting through Fairwater Operating Partnership, L.P. in its capacity as the sole managing member of each SPE Borrower, to cause the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) to enter into the Permanent Loan with Clarendon Metropolitan Insurance Company in an aggregate principal amount of up to Two Hundred Forty Million Dollars ($240,000,000), on substantially the terms and conditions set forth in the Term Sheet dated August 25, 2025, as such terms may be modified, supplemented, or amended in the course of negotiation and documentation in a manner consistent with the economic parameters and other provisions set forth in these resolutions.
Resolution 2 — Authorization of Loan Documents
RESOLVED FURTHER, that the Board hereby authorizes the negotiation, execution, and delivery by Fairwater, Fairwater OP, the SPE Borrowers, or any combination thereof, as applicable, of the following documents and instruments in connection with the Permanent Loan (collectively, the "Loan Documents"):
(a) A Loan Agreement by and among the SPE Borrowers, as co-borrowers, and Clarendon Metropolitan Insurance Company, as lender, setting forth the terms and conditions of the Permanent Loan;
(b) A Promissory Note in the principal amount of Two Hundred Forty Million Dollars ($240,000,000), bearing interest at a fixed rate of 6.25% per annum, with a term of ten (10) years and an amortization schedule of thirty (30) years;
(c) A Non-Recourse Carve-Out Guaranty Agreement executed by Fairwater Real Estate Investment Trust, as carve-out guarantor, in favor of Clarendon Metropolitan Insurance Company, as lender, and its successors and assigns, pursuant to which Fairwater will guaranty payment and performance of certain limited exceptions to the non-recourse provisions of the Loan Agreement, including, without limitation, losses arising from or in connection with (i) fraud or intentional misrepresentation by any SPE Borrower, (ii) the filing of a voluntary bankruptcy or insolvency petition by or on behalf of any SPE Borrower, (iii) environmental contamination or violation of environmental laws, (iv) misapplication or misappropriation of rents, insurance proceeds, or condemnation proceeds, and (v) violation of the single-purpose entity separateness covenants set forth in the Loan Agreement;
(d) An Environmental Indemnity Agreement executed by the SPE Borrowers and Fairwater Real Estate Investment Trust, as indemnitors, in favor of Clarendon Metropolitan Insurance Company, as indemnitee, providing for indemnification against environmental liabilities in connection with the fourteen (14) Sun Belt Portfolio properties;
(e) Mortgages, Deeds of Trust, Assignments of Leases and Rents, and Security Agreements (or such equivalent instruments as may be required under applicable state law), as applicable, for each of the fourteen (14) Sun Belt Portfolio properties, to be recorded in the appropriate land records offices in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, granting first-priority liens on the respective properties in favor of Clarendon Metropolitan Insurance Company;
(f) Assignments of Leases and Rents for each of the fourteen (14) Sun Belt Portfolio properties, to the extent not included within the mortgage instruments described in clause (e) above;
(g) A Cash Management Agreement (or Lockbox Agreement), by and among the SPE Borrowers, Clarendon Metropolitan Insurance Company, and a depository bank to be designated, establishing lockbox and cash management arrangements for the collection, application, and disbursement of rents and other revenues from the Sun Belt Portfolio properties;
(h) Amended and Restated Limited Liability Company Agreements (or Operating Agreements) for each of the fourteen (14) SPE Borrowers, incorporating CMBS-compliant single-purpose entity separateness covenants, independent director (or independent manager) requirements, and such other provisions as may be required by Clarendon Metropolitan or the rating agencies in connection with the anticipated securitization;
(i) UCC Financing Statements (UCC-1) to be filed with the Delaware Secretary of State with respect to the pledge of equity interests in each SPE Borrower, and fixture filings to be recorded in the applicable county recording offices in the States of Texas, Georgia, Florida, North Carolina, and Tennessee;
(j) A Rate Lock Deposit Side Letter by and between Fairwater (or the applicable SPE Borrowers) and Clarendon Metropolitan Insurance Company, governing the terms and conditions of the rate lock deposit in the amount of $2,400,000 (reference number CL-CMBS-2025-09-0347), including provisions for the refund of such deposit at closing and its application as a credit against closing costs; and
(k) Such other documents, instruments, certificates, agreements, and filings as may be necessary or appropriate in connection with the Permanent Loan, including, without limitation, title affidavits, surveys, estoppel certificates, subordination, non-disturbance and attornment agreements, property management subordination agreements, comfort letters, and lender required corporate or organizational documentation.
Resolution 3 — Authorization of Guaranty Obligations
RESOLVED FURTHER, that the Board of Trustees specifically authorizes and approves Fairwater Real Estate Investment Trust to execute and deliver (i) the Non-Recourse Carve-Out Guaranty Agreement, and (ii) the Environmental Indemnity Agreement, each in connection with the Permanent Loan, acknowledging and confirming that:
(a) The obligations of Fairwater under the Non-Recourse Carve-Out Guaranty Agreement and the Environmental Indemnity Agreement will survive beyond the stated term of the Permanent Loan in certain respects, including, without limitation, with respect to environmental indemnification obligations and obligations arising from acts or omissions occurring during the term of the Permanent Loan that are discovered after maturity or repayment;
(b) The Non-Recourse Carve-Out Guaranty Agreement may provide that certain triggering events, including, without limitation, the filing of a voluntary bankruptcy petition by or on behalf of any SPE Borrower or a material violation of the SPE separateness covenants, may result in full recourse liability of Fairwater for the entire outstanding balance of the Permanent Loan; and
(c) The Board has determined, based upon its review of the Term Sheet and the advice of counsel, that the guaranty obligations contemplated hereby are consistent with Fairwater's obligations as the ultimate parent entity of the SPE Borrowers and are customary for CMBS mortgage loan transactions of this type and magnitude.
Resolution 4 — Authorization of Carve-Out Guarantor Role and REIT Distribution Exception
RESOLVED FURTHER, that Fairwater Real Estate Investment Trust, in its capacity as carve-out guarantor under the Non-Recourse Carve-Out Guaranty Agreement, is hereby authorized to negotiate the scope, terms, and conditions of the recourse carve-out provisions and to agree to such provisions as are customary for CMBS mortgage loan transactions of comparable size, credit quality, and property type. The authorized officers designated in Resolution 10 below are specifically directed to negotiate and include within the SPE separateness covenants and any distribution restriction or cash management provisions of the Loan Documents an express exception permitting distributions from the SPE Borrowers to Fairwater OP, and from Fairwater OP to Fairwater, in such amounts as are necessary to enable Fairwater to maintain its qualification as a REIT for federal income tax purposes under the Code, including, without limitation, the requirement to distribute to shareholders not less than ninety percent (90%) of REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain), notwithstanding any restrictions on additional indebtedness, distributions, or transfers otherwise imposed by the Loan Documents.
Resolution 5 — Authorization to Direct Fairwater Operating Partnership and SPE Subsidiaries
RESOLVED FURTHER, that the Board of Trustees hereby authorizes and directs the officers of Fairwater Real Estate Investment Trust, acting in Fairwater's capacity as the sole general partner of Fairwater Operating Partnership, L.P., to cause Fairwater OP to take the following actions:
(a) Direct each of the SPE Borrowers (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) to negotiate, execute, and deliver the Loan Documents to which such SPE Borrower is a party, including, without limitation, the Loan Agreement, the Promissory Note, the Mortgages (or Deeds of Trust), the Assignments of Leases and Rents, the Environmental Indemnity Agreement, the Cash Management Agreement, the Amended and Restated Limited Liability Company Agreements, and all other documents, instruments, and certificates required to be executed by the SPE Borrowers in connection with the Permanent Loan;
(b) Execute and deliver any and all documents, instruments, and agreements required to be executed by Fairwater OP in connection with the Permanent Loan, including, without limitation, amendments or supplements to the limited partnership agreement of Fairwater OP, pledges or assignments of Fairwater OP's membership interests in the SPE Borrowers, organizational certificates, and such other documentation as may be required by Clarendon Metropolitan or the rating agencies; and
(c) Take all such other actions, and execute and deliver all such other documents, instruments, and certificates, as may be necessary, appropriate, or advisable to effectuate the Permanent Loan and the simultaneous repayment in full and termination of all obligations under the Bridge Credit Facility.
Resolution 6 — Authorization of Bridge Loan Repayment
RESOLVED FURTHER, that the Board of Trustees hereby authorizes the repayment in full of the Two Hundred Forty Million Dollars ($240,000,000) outstanding principal balance under the Bridge Credit Agreement, together with all accrued and unpaid interest (at the rate of SOFR plus 500 basis points per annum), fees, expenses, and all other amounts due and payable to Kensington National Bank, N.A., as administrative agent, and the following syndicate lenders, from the proceeds of the Permanent Loan:
The authorized officers designated in Resolution 10 below are directed to coordinate with Halcourt Briggs & Devlin LLP (Kenneth R. Delacroix, lead partner), as counsel to KNB in its capacity as administrative agent, and with Kensington National Bank, N.A. directly, to obtain (i) payoff statements setting forth the exact amount required to satisfy in full all obligations under the Bridge Credit Agreement as of the anticipated closing date of the Permanent Loan, (ii) mortgage releases, satisfactions, or reconveyances, as applicable, with respect to all fourteen (14) Sun Belt Portfolio properties located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, in recordable form, (iii) UCC-3 termination statements for all UCC financing statements filed in connection with the Bridge Credit Facility, and (iv) such other release, discharge, and termination documentation as may be necessary to evidence the full repayment and discharge of the Bridge Credit Facility. The Board notes that if repayment of the Bridge Credit Facility from the proceeds of CMBS permanent financing occurs on or before March 31, 2026, the exit fee of $1,200,000 (0.50% of the outstanding principal balance) will be waived pursuant to the terms of the Bridge Credit Agreement, and accordingly the authorized officers are directed to use commercially reasonable efforts to close the Permanent Loan prior to such date.
Resolution 7 — Authorization of Rate Lock Deposit
RESOLVED FURTHER, that the Board of Trustees hereby authorizes the submission of a rate lock deposit in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000), equal to 1.00% of the proposed principal amount of the Permanent Loan ($240,000,000), to Clarendon Metropolitan Insurance Company in connection with the formal loan application to be dated September 15, 2025, on the terms and conditions set forth in the Rate Lock Deposit Side Letter (reference number CL-CMBS-2025-09-0347). The Board acknowledges that such rate lock deposit is intended to secure the proposed fixed interest rate of 6.25% per annum and is refundable at the closing of the Permanent Loan, at which time it will be applied as a credit against closing costs and other amounts due from the SPE Borrowers. The authorized officers are directed to arrange for the wire transfer of such rate lock deposit from the appropriate account of Fairwater OP to the account designated by Clarendon Metropolitan in the Rate Lock Deposit Side Letter.
Resolution 8 — Authorization of Loan Application
RESOLVED FURTHER, that the Board of Trustees hereby authorizes and directs the authorized officers to prepare, or cause to be prepared, and to submit a formal loan application to Clarendon Metropolitan Insurance Company for the Permanent Loan in the aggregate principal amount of $240,000,000, together with all supporting documentation reasonably required by Clarendon Metropolitan, including, without limitation, organizational documents of Fairwater, Fairwater OP, and each SPE Borrower, property information packages, current rent rolls, historical and projected operating statements, capital expenditure budgets, environmental reports, physical condition reports, appraisals, surveys, title commitments, insurance certificates, and such other materials as may be customarily required in connection with CMBS loan origination.
Resolution 9 — Authorization of Origination Fee and Transaction Costs
RESOLVED FURTHER, that the Board of Trustees hereby authorizes the payment of (i) the origination fee of One Million Eight Hundred Thousand Dollars ($1,800,000), equal to 0.75% of the principal amount of the Permanent Loan ($240,000,000), to Clarendon Metropolitan Insurance Company at the closing of the Permanent Loan, and (ii) all other transaction costs, fees, and expenses associated with the origination and closing of the Permanent Loan, including, without limitation:
(a) Mortgage recording taxes, transfer taxes, intangible taxes, and documentary stamp taxes payable in the States of Texas, Georgia, Florida, North Carolina, and Tennessee, as applicable;
(b) Title insurance premiums for lender's title insurance policies to be issued by Marlowe Asset Management Title Insurance Group, Inc. for each of the fourteen (14) Sun Belt Portfolio properties;
(c) Survey costs for updated ALTA/NSPS land title surveys;
(d) Appraisal costs for FIRREA-compliant appraisals to be prepared by Thornfield Appraisal Group LLC;
(e) Legal fees and expenses of Calderwood & Harkness LLP, Crestline & Alderman LLP, and such local counsel as may be engaged in the States of Texas, Georgia, Florida, North Carolina, and Tennessee;
(f) UCC filing fees payable to the Delaware Secretary of State and applicable county recording offices;
(g) Environmental report and physical condition report costs;
(h) Rating agency fees, if any, payable in connection with the anticipated securitization; and
(i) All other customary closing costs and expenses incurred in connection with the Permanent Loan.
Resolution 10 — Designation of Authorized Officers
RESOLVED FURTHER, that the following officers of Fairwater Real Estate Investment Trust are each individually authorized and empowered, for and on behalf of Fairwater Real Estate Investment Trust, to take the actions described below in connection with the Permanent Loan and the related transactions contemplated by these resolutions:
Jonathan R. Calder, Chief Executive Officer, and Naomi T. Sinclair, Chief Financial Officer, are each individually authorized and empowered to:
(a) Execute and deliver any and all Loan Documents, including, without limitation, the Loan Agreement, the Promissory Note, the Non-Recourse Carve-Out Guaranty Agreement, the Environmental Indemnity Agreement, the Mortgages (or Deeds of Trust), the Assignments of Leases and Rents, the Cash Management Agreement, and all other documents, instruments, and agreements described in Resolution 2 above;
(b) Execute and deliver closing certificates, officer's certificates, incumbency certificates, compliance certificates, borrower's certificates, and such other certifications as may be required by Clarendon Metropolitan or its counsel in connection with the closing of the Permanent Loan;
(c) Negotiate and agree to modifications, amendments, or supplements to the terms and conditions of the Permanent Loan as set forth in the Term Sheet, provided that such modifications, amendments, or supplements are not materially adverse to the interests of Fairwater or inconsistent with the economic parameters established in these resolutions;
(d) Execute and deliver any and all ancillary agreements, instruments, certificates, or other documents required or requested in connection with the closing of the Permanent Loan and the repayment of the Bridge Credit Facility, including, without limitation, payoff direction letters, funds flow memoranda, escrow instructions, and post-closing agreements; and
(e) Take any and all actions as may be necessary, appropriate, or advisable to consummate the transactions contemplated by these resolutions.
David A. Whitfield, General Counsel, and Rachel S. Donahue, Senior Vice President, Capital Markets, are each individually authorized and empowered to execute ancillary documents, certificates, instruments, and filings (other than the principal Loan Documents enumerated in clauses (a) and (c) of the preceding paragraph, which shall require execution by Mr. Calder or Ms. Sinclair) and to coordinate with outside counsel, financial advisors, title companies, and other third-party service providers as may be necessary or appropriate in connection with the Permanent Loan and the related transactions.
Any one of the foregoing authorized officers, acting individually and without the joinder or consent of any other officer, shall have full power and authority to act on behalf of Fairwater Real Estate Investment Trust with respect to the matters described in these resolutions, and the signature of any one such authorized officer on any document, instrument, certificate, or agreement shall be sufficient to bind Fairwater.
Resolution 11 — Ratification of Engagement of Advisors
RESOLVED FURTHER, that the Board of Trustees hereby ratifies, confirms, and approves the engagement of the following advisors in connection with the Permanent Loan and the related transactions:
(a) Calderwood & Harkness LLP as outside legal counsel to Fairwater in connection with the negotiation, documentation, and closing of the Permanent Loan, pursuant to the engagement letter dated August 11, 2025 (matter number 1036-00001), with Philip Hartmann serving as responsible partner and Claudia Merritt serving as billing partner; and
(b) Beacon Ridge Capital Advisors LLC as financial advisor to Fairwater with respect to capital markets strategy, take-out financing structuring, and lender selection, with Dennis P. Nakamura serving as lead advisor.
The Board further acknowledges and confirms the continued engagement of Crestline & Alderman LLP (Patricia S. Keene, lead partner) as Fairwater's regular corporate and securities counsel for purposes of advising on corporate governance, REIT compliance, and securities law matters related to the refinancing, and authorizes the payment of all fees and expenses payable to such advisors in accordance with their respective engagement terms.
Resolution 12 — Delegation of Authority for Ministerial Matters
RESOLVED FURTHER, that the authorized officers designated in Resolution 10 above are hereby empowered to determine, without further action or approval of the Board of Trustees, the following ministerial and operational matters in connection with the Permanent Loan:
(a) The final closing date of the Permanent Loan, which is targeted for on or before November 28, 2025, but which shall in any event occur prior to the maturity date of the Bridge Credit Facility (December 31, 2025);
(b) The exact terms of the amortization schedule, including the specific monthly payment amounts and the allocation of principal and interest;
(c) Reserve amounts for taxes, insurance, capital replacements, and other reserves required by Clarendon Metropolitan;
(d) The terms and conditions of the cash management and lockbox arrangements, including the designation of the depository bank and the establishment of reserve accounts;
(e) The appointment of independent directors or independent managers for each SPE Borrower; and
(f) Such other operational, administrative, and ministerial terms as may be required to finalize the Loan Documents;
provided, however, that such terms shall be consistent with the economic framework described in these resolutions, including, without limitation, the following parameters: (i) the aggregate principal amount of the Permanent Loan shall not exceed $240,000,000; (ii) the fixed interest rate shall not exceed 6.50% per annum; (iii) the term of the Permanent Loan shall be not less than ten (10) years; and (iv) the amortization schedule shall be based on a period of not less than thirty (30) years.
Resolution 13 — Authorization of Legal Opinions
RESOLVED FURTHER, that the Board of Trustees hereby authorizes Calderwood & Harkness LLP to prepare and deliver, on behalf of and for the benefit of Fairwater Real Estate Investment Trust and the SPE Borrowers, a borrower's counsel legal opinion letter addressed to Clarendon Metropolitan Insurance Company, as lender, and its successors and assigns (including the trustee, certificate holders, and servicer under the anticipated CMBS securitization), covering the following matters, subject to customary assumptions, qualifications, limitations, and exceptions:
(a) Due organization, valid existence, and good standing of Fairwater, Fairwater OP, and each SPE Borrower;
(b) Authorization and power of Fairwater, Fairwater OP, and each SPE Borrower to execute and deliver the Loan Documents and to perform their respective obligations thereunder;
(c) Due execution, delivery, and enforceability of the Loan Documents against Fairwater, Fairwater OP, and each SPE Borrower, as applicable;
(d) No conflict with organizational documents, applicable law, or existing agreements;
(e) Non-consolidation of each SPE Borrower with Fairwater, Fairwater OP, or any affiliate in a bankruptcy proceeding (the "substantive non-consolidation" opinion); and
(f) Such other matters as may be customarily required by Clarendon Metropolitan or the rating agencies in connection with the anticipated securitization.
The Board further authorizes the officers of Fairwater to engage local counsel in the States of Texas, Georgia, Florida, North Carolina, and Tennessee as may be required to deliver local law legal opinions, including, without limitation, opinions regarding the enforceability of the Mortgages (or Deeds of Trust), the validity and priority of the mortgage liens, and such other matters of local law as may be required by Clarendon Metropolitan or its counsel.
Resolution 14 — Compliance with REIT Requirements
RESOLVED FURTHER, that in connection with the negotiation, execution, and delivery of the Loan Documents, the authorized officers designated in Resolution 10 above shall, in consultation with Crestline & Alderman LLP, ensure that:
(a) The terms and conditions of the Permanent Loan are consistent with Fairwater's continued qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including, without limitation, the requirement to distribute to shareholders not less than ninety percent (90%) of REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain);
(b) Any SPE separateness covenants, distribution restrictions, cash management provisions, or other restrictions contained in the Loan Documents include appropriate carve-outs, exceptions, or waivers permitting distributions from the SPE Borrowers to Fairwater OP, and from Fairwater OP to Fairwater, in amounts necessary for Fairwater to make REIT-required distributions to its shareholders;
(c) The Loan Documents do not contain provisions that would cause Fairwater, Fairwater OP, or any SPE Borrower to be treated as engaged in a "prohibited transaction" within the meaning of Section 857(b)(6) of the Code; and
(d) The overall structure of the Permanent Loan, including the co-borrower arrangement, the guaranty structure, and the cash management provisions, is compatible with Fairwater's UPREIT organizational structure and its obligations under the Fairwater OP partnership agreement to limited partners holding OP Units.
Resolution 15 — General Authorization
RESOLVED FURTHER, that the officers of Fairwater Real Estate Investment Trust are hereby authorized and empowered to take any and all further actions, and to execute and deliver any and all further documents, instruments, certificates, and agreements, in the name and on behalf of Fairwater Real Estate Investment Trust, Fairwater Operating Partnership, L.P., and each of the SPE Borrowers, as they may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such documents, instruments, certificates, or agreements by any authorized officer to be conclusive evidence of the authority of such officer to act on behalf of Fairwater and of the approval of Fairwater with respect to the matters set forth therein.
RESOLVED FURTHER, that all acts heretofore taken by any officer, trustee, employee, or agent of Fairwater Real Estate Investment Trust in connection with the matters described in or contemplated by these resolutions, including, without limitation, the negotiation of the Term Sheet, the engagement of advisors, the submission of preliminary information to Clarendon Metropolitan, and the coordination with Kensington National Bank regarding the anticipated repayment of the Bridge Credit Facility, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of Fairwater Real Estate Investment Trust.
The undersigned Secretary hereby certifies that the foregoing resolutions were duly adopted by the Board of Trustees at the meeting referenced above and that such resolutions have not been amended, modified, rescinded, or superseded and remain in full force and effect.
SECRETARY'S CERTIFICATE
I, the undersigned, being the duly elected, qualified, and acting Secretary of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Trust"), do hereby certify as follows:
1.  The foregoing resolutions (the "Resolutions") are a true, correct, and complete copy of the resolutions duly adopted by the Board of Trustees of the Trust at a meeting of the Board of Trustees duly called and held on September 8, 2025, at which meeting a quorum of the Trustees was present and acting throughout, and at which meeting the Resolutions were adopted by the affirmative vote of a majority of the Trustees present.
2.  The Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date hereof.
3.  The following persons are the duly elected, qualified, and acting officers of the Trust, holding the titles set forth opposite their respective names, and the signatures set forth below are their genuine signatures:
4.  Each of the foregoing officers has been duly authorized, pursuant to the Resolutions, to act on behalf of the Trust in connection with the Permanent Loan described in the Resolutions, and any one such officer, acting individually, has full power and authority to execute and deliver documents on behalf of the Trust as set forth in the Resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand as of the _ day of ___, 2025.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: ________
Title: Secretary (or Assistant Secretary)
Date: ________
NOTARY ACKNOWLEDGMENT
STATE OF ______)
) ss.
COUNTY OF _____)
On the _ day of ___, 2025, before me, the undersigned, a Notary Public in and for the State aforesaid, duly commissioned and sworn, personally appeared ______, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity as Secretary (or Assistant Secretary) of Fairwater Real Estate Investment Trust, and that by his/her signature on the instrument, the entity on behalf of which the person acted executed the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
________________________________________
Notary Public
My Commission Expires: ____
[NOTARIAL SEAL]
Lender | Commitment Amount | Pro Rata Share
Kensington National Bank, N.A. | $96,000,000 | 40.00%
Pinnacle Trust Company | $60,000,000 | 25.00%
Greystone Commerce Bank | $48,000,000 | 20.00%
Redfield Capital Markets, LLC | $36,000,000 | 15.00%
Total | $240,000,000 | 100.00%
Name | Title | Specimen Signature
Jonathan R. Calder | Chief Executive Officer | ________
Naomi T. Sinclair | Chief Financial Officer | ________
David A. Whitfield | General Counsel | ________
Rachel S. Donahue | Senior Vice President, Capital Markets | ________

RESOLUTIONS OF THE BOARD OF TRUSTEES OF FAIRWATER REAL ESTATE INVESTMENT TRUST

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RESOLUTIONS

SECRETARY'S CERTIFICATE

FAIRWATER REAL ESTATE INVESTMENT TRUST

NOTARY ACKNOWLEDGMENT

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