PROMISSORY NOTE

PROMISSORY NOTE
$240,000,000.00
New York, New York
[__], 2025
1. Promise to Pay
FOR VALUE RECEIVED, each of FAIRWATER SUN BELT I LLC, a Delaware limited liability company, FAIRWATER SUN BELT II LLC, a Delaware limited liability company, FAIRWATER SUN BELT III LLC, a Delaware limited liability company, FAIRWATER SUN BELT IV LLC, a Delaware limited liability company, FAIRWATER SUN BELT V LLC, a Delaware limited liability company, FAIRWATER SUN BELT VI LLC, a Delaware limited liability company, FAIRWATER SUN BELT VII LLC, a Delaware limited liability company, FAIRWATER SUN BELT VIII LLC, a Delaware limited liability company, FAIRWATER SUN BELT IX LLC, a Delaware limited liability company, FAIRWATER SUN BELT X LLC, a Delaware limited liability company, FAIRWATER SUN BELT XI LLC, a Delaware limited liability company, FAIRWATER SUN BELT XII LLC, a Delaware limited liability company, FAIRWATER SUN BELT XIII LLC, a Delaware limited liability company, and FAIRWATER SUN BELT XIV LLC, a Delaware limited liability company (each individually a "Co-Maker" and collectively, jointly and severally, "Maker" or "Borrower"), hereby unconditionally promises to pay to the order of CLARENDON METROPOLITAN INSURANCE COMPANY, a New York domiciled insurance company, its successors and assigns ("Lender" or "Holder"), the principal sum of TWO HUNDRED FORTY MILLION AND 00/100 DOLLARS ($240,000,000.00), together with interest thereon, in lawful money of the United States of America, in accordance with the terms and conditions set forth herein.
This Promissory Note (this "Note") is the "Note" referred to in and is executed and delivered pursuant to that certain Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") by and among Maker and Lender. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement. The terms of the Loan Agreement are hereby incorporated herein by reference as if fully set forth at length.
This Note is secured by, among other things, those certain Mortgages, Assignments of Leases and Rents, and Security Agreements of even date herewith (collectively, the "Mortgages") encumbering certain real property and improvements thereon located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee (collectively, the "Mortgaged Properties"), as more particularly described in the Loan Agreement and the Mortgages. This Note is further secured by all other collateral now or hereafter granted to Lender pursuant to the Loan Agreement and the other Loan Documents.
2. Interest Rate
Interest shall accrue on the outstanding principal balance of this Note at a fixed rate of six and one-quarter percent (6.25%) per annum (the "Interest Rate"). The Interest Rate shall remain fixed throughout the term of this Note and shall not be subject to adjustment for any reason, except as otherwise expressly provided herein with respect to the Default Rate set forth in Section 6 below.
Interest on the outstanding principal balance shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each (the "30/360 day count convention"). Interest shall accrue from and including the date hereof to but excluding the date on which the outstanding principal balance of this Note is indefeasibly paid in full in immediately available funds.
3. Payments of Principal and Interest
3.1 Monthly Installments.
Commencing on the first (1st) Payment Date (as defined below) and continuing on each successive Payment Date thereafter through and including the Maturity Date (as defined in Section 3.3 below), Maker shall pay combined monthly installments of principal and interest in the amount of ONE MILLION FOUR HUNDRED SEVENTY-SEVEN THOUSAND EIGHT HUNDRED FORTY-SIX AND 00/100 DOLLARS ($1,477,846.00) (each such installment, a "Monthly Payment"). Each Monthly Payment has been calculated to fully amortize the original principal amount of this Note over a thirty (30) year (three hundred sixty (360) month) amortization schedule at the Interest Rate, with the entire remaining outstanding principal balance, together with all accrued and unpaid interest, due and payable on the Maturity Date as a balloon payment.
As used herein, "Payment Date" shall mean the first (1st) day of each calendar month. The first Payment Date shall be the first (1st) day of the first full calendar month following the date of this Note. For the avoidance of doubt, the annual debt service obligation represented by twelve (12) consecutive Monthly Payments shall be approximately Seventeen Million Seven Hundred Thirty-Four Thousand One Hundred Fifty-Two and 00/100 Dollars ($17,734,152.00).
3.2 Application of Payments.
Each Monthly Payment received by Lender shall be applied first to accrued and unpaid interest then due and owing on the outstanding principal balance and thereafter to the reduction of principal. Payments of any other amounts due under this Note, the Loan Agreement, or the other Loan Documents, including but not limited to late charges, Default Rate interest, and other fees or costs, shall be applied in such order and manner as Lender may determine in its sole and absolute discretion.
Any partial month interest accruing from the date hereof through the last day of the calendar month in which this Note is executed and delivered shall be paid on the date hereof or on the first Payment Date, as determined by Lender in its sole discretion. To the extent such partial month interest is paid on the first Payment Date, it shall be paid in addition to the Monthly Payment due on such date.
3.3 Maturity Date.
The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable hereunder, under the Loan Agreement, and under the other Loan Documents, shall be due and payable in full on [November __, 2035] (the "Maturity Date"), which date is approximately ten (10) years from the date hereof. The payment due on the Maturity Date shall include all remaining unpaid principal (the "Balloon Payment"), plus all accrued and unpaid interest through the Maturity Date, plus all other sums then due and owing under this Note, the Loan Agreement, and the other Loan Documents. Maker acknowledges that because the Monthly Payments have been calculated on the basis of a thirty (30) year amortization schedule, a substantial Balloon Payment will be due and payable on the Maturity Date. Maker further acknowledges that Lender has made no agreement, oral or written, to refinance or extend the Maturity Date, and Maker shall not have any right to any such refinancing or extension.
3.4 Business Day Convention.
If any Payment Date or the Maturity Date falls on a day that is not a Business Day (as defined below), then such payment shall be due and payable on the next succeeding Business Day; provided, however, that interest shall continue to accrue on the outstanding principal balance through and including the date on which such payment is actually made. No extension of time for payment made pursuant to this provision shall constitute a default under this Note, the Loan Agreement, or any other Loan Document, so long as payment is received on or before such next succeeding Business Day.
As used herein, "Business Day" shall mean any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which commercial banking institutions in New York, New York are authorized or required by law, regulation, or executive order to close.
All payments of principal, interest, and other amounts due hereunder shall be made in immediately available funds, in lawful money of the United States of America, to Lender at the address or account designated by Lender from time to time in writing, without offset, deduction, or counterclaim of any kind.
4. Prepayment
4.1 Lockout Period.
Maker shall not be permitted to make any voluntary prepayment of principal, whether in whole or in part, during the period commencing on the date hereof and continuing through and including the date that is two (2) years from the date hereof (the "Lockout Period"). During the Lockout Period, no voluntary prepayment of principal shall be accepted by Lender and any such prepayment tendered during such period shall be returned to Maker. Notwithstanding the foregoing, the restrictions set forth in this Section 4.1 shall not apply to (a) defeasance of the obligations under this Note in accordance with Section 4.2 below and the applicable provisions of the Loan Agreement, or (b) the application of casualty insurance proceeds or condemnation awards to the outstanding principal balance as provided in Section 4.4 below and in the Loan Agreement.
4.2 Defeasance.  After the expiration of the Lockout Period, Maker may obtain a release of one or more of the Mortgaged Properties from the lien of the applicable Mortgage or Mortgages through defeasance of all or a proportionate share of the obligations evidenced by this Note, upon strict compliance with each and every one of the defeasance provisions set forth in the Loan Agreement. Any defeasance shall be accomplished through the irrevocable delivery to Lender (or to a successor borrower entity acceptable to Lender in accordance with the Loan Agreement) of direct, non-callable obligations of the United States of America or other obligations that are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (collectively, "U.S. Government Securities"), in such amounts and with such maturities as shall be sufficient to generate cash flows adequate to make all remaining scheduled payments of principal and interest under this Note (or the defeased portion thereof) through the Maturity Date (or, at Lender's option, through the first day of the Open Prepayment Period as defined in Section 4.3 below). All costs and expenses incurred in connection with any defeasance, including the costs of purchasing the U.S. Government Securities and obtaining any required accountant's verification, shall be borne solely by Maker.
Notwithstanding the foregoing, defeasance shall not be available during the last ninety (90) days prior to the Maturity Date. In the event Maker desires to prepay this Note during such period, Maker's sole option shall be to exercise its right of prepayment during the Open Prepayment Period in accordance with Section 4.3 below.
4.3 Open Prepayment Period.
During the period commencing on the date that is ninety (90) days prior to the Maturity Date and continuing through and including the Maturity Date (the "Open Prepayment Period"), Maker may prepay the outstanding principal balance of this Note in whole, but not in part, without premium or penalty, together with (a) all accrued and unpaid interest on the outstanding principal balance to and including the date of prepayment, and (b) all other sums then due and payable under this Note, the Loan Agreement, and the other Loan Documents. Maker shall provide Lender with not less than thirty (30) days' prior written notice of Maker's intention to prepay this Note during the Open Prepayment Period, specifying the intended date of prepayment. Such notice, once given, shall be irrevocable, and Maker shall be obligated to make such prepayment on the date specified in such notice.
4.4 Involuntary Prepayment / Casualty and Condemnation.
The application of casualty insurance proceeds or condemnation awards (or payments in lieu thereof) to the outstanding principal balance of this Note pursuant to the terms and conditions of the Loan Agreement shall not constitute a voluntary prepayment and shall not be subject to the restrictions of the Lockout Period set forth in Section 4.1 above or any prepayment premium or penalty; provided, however, that no such application shall reduce or otherwise affect Maker's obligation to continue to make the Monthly Payments as scheduled hereunder unless and until the outstanding principal balance of this Note is paid in full. The application of such proceeds or awards shall be made in the manner and subject to the conditions set forth in the Loan Agreement.
4.5 Acceleration.  Any prepayment of all or any portion of the outstanding principal balance of this Note resulting from an acceleration of the indebtedness evidenced hereby following the occurrence of an Event of Default shall be accompanied by the Prepayment Consideration (as defined in the Loan Agreement) in addition to all other amounts then due and payable hereunder, under the Loan Agreement, and under the other Loan Documents, including without limitation all accrued and unpaid interest, Default Rate interest, late charges, and all costs and expenses of enforcement. Maker acknowledges and agrees that the Prepayment Consideration represents a reasonable estimate of the damages Lender will sustain as a result of such acceleration and prepayment and does not constitute a penalty.
5. Late Charges
If any Monthly Payment or any other amount due and payable under this Note is not received by Lender within five (5) calendar days after the applicable Payment Date on which such payment is due (without regard to any grace or cure period that may be provided in the Loan Agreement), Maker shall pay to Lender, immediately and without demand, a late charge equal to five percent (5%) of the delinquent payment amount (the "Late Charge"). The parties acknowledge and agree that the Late Charge represents a reasonable estimate of the costs and expenses that Lender will incur as a result of such late payment, including without limitation administrative and processing costs, and is not intended as a penalty. The acceptance by Lender of any Late Charge shall not constitute a waiver of any Event of Default with respect to the overdue payment or any other Event of Default, and shall not prevent Lender from exercising any other right or remedy available to Lender under this Note, the Loan Agreement, the other Loan Documents, or applicable law.
6. Default Rate
Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), the entire outstanding principal balance of this Note, all accrued and unpaid interest, and all other amounts due and payable hereunder, under the Loan Agreement, and under the other Loan Documents shall bear interest at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus five percent (5.00%) per annum (i.e., eleven and one-quarter percent (11.25%) per annum), and (b) the maximum rate of interest permitted by applicable law.
Interest at the Default Rate shall accrue from and after the date of the occurrence of the Event of Default giving rise to the imposition of the Default Rate and shall continue to accrue until such Event of Default is cured in accordance with the Loan Agreement (if such Event of Default is susceptible to cure) or until all indebtedness evidenced by this Note and all other amounts due under the Loan Documents are indefeasibly paid in full, whichever occurs first. Interest accruing at the Default Rate shall be payable on demand by Lender and shall be computed on the same 30/360 day count basis set forth in Section 2 above. Maker acknowledges and agrees that the Default Rate represents a reasonable estimate of the additional costs and damages Lender will sustain as a result of an Event of Default and does not constitute a penalty. The imposition of the Default Rate shall not limit or impair any other right or remedy of Lender under this Note, the Loan Agreement, the other Loan Documents, or applicable law.
7. Acceleration
Upon the occurrence of any Event of Default (as defined in the Loan Agreement), Lender may, at its sole option, without notice or demand (except to the extent such notice or demand is expressly required by the Loan Agreement and cannot be waived under applicable law), declare the entire outstanding principal balance of this Note, together with all accrued and unpaid interest (including interest at the Default Rate), all Late Charges, the Prepayment Consideration, and all other amounts due and payable under this Note, the Loan Agreement, and the other Loan Documents, to be immediately due and payable in full. Upon such declaration, all such amounts shall become immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Maker to the fullest extent permitted by applicable law. The Events of Default that give rise to Lender's right to accelerate the indebtedness evidenced by this Note are set forth in the Loan Agreement, the terms of which are incorporated herein by reference.
8. Security and Non-Recourse Provisions
8.1 Secured Obligations.
This Note and all obligations of Maker hereunder are secured by the Mortgages, the Loan Agreement, and the other Loan Documents. Lender shall have all of the rights and remedies set forth therein, as well as all rights and remedies available at law or in equity, and all such rights and remedies shall be cumulative and not exclusive of any other right or remedy to which Lender may be entitled. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall be entitled to exercise all of its rights and remedies under and with respect to the Mortgages, including the right to foreclose on the Mortgaged Properties and to collect and apply rents, issues, and profits therefrom in accordance with the applicable Mortgage and Assignment of Leases and Rents.
8.2 Non-Recourse.  Subject to the exceptions and qualifications set forth in the Loan Agreement and that certain Guaranty Agreement of even date herewith (the "Guaranty") executed by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Guarantor"), in favor of Lender, the obligations of Maker evidenced by this Note shall be non-recourse obligations of Maker and Guarantor. Lender's sole recourse for the repayment of principal, interest, and all other amounts due and payable under this Note shall be limited to (a) the Mortgaged Properties, (b) the rents, issues, profits, and revenues derived therefrom, and (c) any other collateral now or hereafter granted to Lender pursuant to the Loan Documents. Notwithstanding the foregoing, the limitation on recourse set forth in this Section 8.2 shall not apply to or limit:
(a) the liability of Maker or Guarantor with respect to the non-recourse carve-out events and exceptions set forth in the Loan Agreement, which events and exceptions may give rise to full personal recourse liability of Maker and Guarantor for the entire indebtedness evidenced by this Note;
(b) the liability of Guarantor under the Guaranty, including with respect to any "springing recourse" events or "bad boy" carve-outs as set forth therein; or
(c) the liability of Maker or Guarantor under that certain Environmental Indemnity Agreement of even date herewith executed by Maker and Guarantor in favor of Lender.
The foregoing limitation on recourse shall not impair, limit, or otherwise affect Lender's right to name Maker as a party defendant in any action or proceeding to enforce any rights or remedies under the Loan Documents, including any foreclosure action, or to obtain a judgment against Maker to the extent necessary to enforce the rights and remedies of Lender against the Mortgaged Properties and the other collateral described in the Loan Documents.
9. Savings Clause / Usury
Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall the amount of interest paid or agreed to be paid by Maker to Lender hereunder or under any of the other Loan Documents exceed the maximum rate of non-usurious interest permitted by applicable law (the "Maximum Lawful Rate"). If, from any circumstance whatsoever, fulfillment of any provision hereof or of any of the other Loan Documents shall involve transcending the Maximum Lawful Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Lawful Rate, and if from any circumstance Lender shall ever receive as interest an amount that would exceed the Maximum Lawful Rate, such amount that would be excessive interest shall be applied first to the reduction of the unpaid principal balance of this Note, second to the reduction of any other amounts due and payable under the Loan Documents (other than interest), and any remaining excess shall be refunded to Maker. All interest paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period of the indebtedness evidenced by this Note (including any period of extension or renewal) so that the interest for such full period shall not exceed the Maximum Lawful Rate.
The provisions of this Section 9 shall override and control all other provisions of this Note, the Loan Agreement, and the other Loan Documents to the extent of any conflict.
10. Waivers by Maker
Maker and each endorser, surety, and guarantor hereof, if any, hereby jointly and severally waive, to the fullest extent permitted by applicable law:
(a) presentment for payment of this Note;
(b) demand for payment;
(c) protest and notice of protest;
(d) notice of dishonor;
(e) notice of acceleration;
(f) notice of intent to accelerate;
(g) diligence in collection or in the pursuit of any remedy;
(h) any defense arising by reason of any extension of time for payment, modification, or any indulgence granted by Lender from time to time, whether with or without notice to or consent of Maker or any other party;
(i) any defense arising by reason of any release, substitution, or exchange of any collateral securing the indebtedness evidenced by this Note;
(j) any right to require Lender to proceed against any particular collateral or to exhaust any particular remedy before proceeding against Maker or any other party liable for the indebtedness evidenced by this Note; and
(k) the right to a trial by jury in any action, proceeding, claim, or counterclaim, whether in contract or in tort, at law or in equity, arising out of, connected with, or in any way related to this Note, the Loan Agreement, the other Loan Documents, or the transactions contemplated hereby or thereby.
THE WAIVER OF JURY TRIAL SET FORTH IN CLAUSE (k) ABOVE HAS BEEN KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY MAKER AFTER CONSULTATION WITH LEGAL COUNSEL. MAKER ACKNOWLEDGES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.
11. Loan Documents
This Note is one of the "Loan Documents" as defined in and referred to in the Loan Agreement. The Loan Documents include, without limitation, the following:
(a) the Loan Agreement;
(b) this Note;
(c) the Mortgages (fourteen (14) separate instruments covering the Mortgaged Properties located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee);
(d) the Assignments of Leases and Rents (fourteen (14) separate instruments, each corresponding to a Mortgaged Property);
(e) the Guaranty Agreement executed by Guarantor;
(f) the Environmental Indemnity Agreement executed by Maker and Guarantor;
(g) the Cash Management Agreement among Maker, Lender, and the Cash Management Bank;
(h) all UCC financing statements and fixture filings executed by Maker in favor of Lender; and
(i) all other documents, instruments, and agreements executed and delivered by Maker, Guarantor, or any other party in connection with the loan evidenced by this Note, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern and control; provided, however, that any such conflict or inconsistency shall not limit, impair, or otherwise affect the unconditional obligation of Maker to pay the principal of and interest on this Note in accordance with the terms hereof.
12. Transfer and Assignment; CMBS Securitization
Lender may, at any time and from time to time, without the consent of or notice to Maker (except as may be required by the Loan Agreement), sell, transfer, pledge, hypothecate, participate, or assign this Note and any or all of its rights, interests, and obligations under the Loan Agreement and the other Loan Documents, in whole or in part, to any person or entity, including without limitation in connection with a securitization transaction or the issuance of one or more series of commercial mortgage-backed securities.
Maker acknowledges and agrees that Lender intends, and Maker has been advised at or prior to the closing of the loan evidenced by this Note, that this Note, together with the Loan Agreement and the other Loan Documents, may be included in a pool of mortgage loans to be securitized through one or more real estate mortgage investment conduit ("REMIC") trusts or other securitization vehicles (the indicative trust designation for the anticipated securitization being CLRN 2025-C14, subject to pooling and final structuring). Maker agrees to reasonably cooperate with Lender and its assignees in connection with any such securitization transaction, including by providing such certificates, representations, financial statements, and other information as may reasonably be required by Lender, any rating agency, or any other party to such securitization transaction, all as more fully set forth in the Loan Agreement.
Upon any such transfer, assignment, or securitization, all references to "Lender" in this Note shall be deemed to include and refer to any successor holder, assignee, trustee, master servicer, special servicer, or other entity acting on behalf of such successor holder or trustee, in each case in accordance with the applicable pooling and servicing agreement, trust and servicing agreement, or similar governing document.
13. Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be given in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. Unless and until changed in accordance with the Loan Agreement, notices to the parties shall be addressed as follows:
If to Maker:
c/o Fairwater Operating Partnership, L.P. 8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
Attention: Naomi T. Sinclair, Chief Financial Officer
With a copy to:
David A. Whitfield, General Counsel (at the same address)
If to Lender:
Clarendon Metropolitan Insurance Company 1 MetroTech Center Brooklyn, New York 11201
Attention: Garrett W. Hollister, Head of CMBS Originations
14. Governing Law
This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply). Maker hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of (i) any court of the State of New York sitting in the Borough of Manhattan, City of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate courts thereof, for the purpose of any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any of the other Loan Documents, (b) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (c) waives any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
15. Severability
If any term, provision, covenant, or condition of this Note is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such term, provision, covenant, or condition shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the original intent of the parties, and the remainder of the terms, provisions, covenants, and conditions of this Note shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
16. Amendments
This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument executed by Maker and Lender (or, in connection with a securitization of the loan evidenced by this Note, by such other parties as may be required under the applicable pooling and servicing agreement, trust and servicing agreement, or similar governing document, including any required rating agency confirmation). Any purported amendment, modification, supplement, or waiver that does not comply with this Section 16 shall be void and of no force or effect.
17. Joint and Several Liability
The obligations of each entity constituting Maker hereunder are joint and several. Each Co-Maker shall be jointly and severally liable for the entire outstanding principal balance of this Note, all interest accrued thereon, and all other amounts due and payable hereunder, under the Loan Agreement, and under the other Loan Documents, regardless of the Allocated Loan Amount (as set forth in Exhibit B attached hereto) attributable to the Mortgaged Property owned by such Co-Maker.
The entities constituting Maker and their respective Mortgaged Properties are as follows:
Each Co-Maker is a Delaware limited liability company. No Co-Maker shall be released from its joint and several liability hereunder by reason of the release, sale, exchange, or other disposition of any Mortgaged Property or any collateral securing this Note, or by reason of any partial payment, compromise, or settlement of the indebtedness evidenced hereby, except to the extent expressly provided in the Loan Agreement.
18. Captions
The section headings and captions contained in this Note are inserted for convenience of reference only and shall not be deemed a part of, or used in the interpretation or construction of, this Note.
19. Time of the Essence
Time is of the essence with respect to all dates, time periods, and deadlines set forth in this Note, including without limitation each Payment Date, the Maturity Date, and all other dates by which Maker is required to perform any obligation hereunder.
20. Successors and Assigns
This Note shall be binding upon Maker, each Co-Maker, and their respective successors and assigns (to the extent assignment is permitted by the Loan Agreement) and shall inure to the benefit of Lender and its successors and assigns. Maker shall not assign or transfer this Note or any of its obligations hereunder without the prior written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion except as otherwise expressly provided in the Loan Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
SIGNATURE PAGES TO PROMISSORY NOTE
IN WITNESS WHEREOF, Maker has duly executed and delivered this Promissory Note as of the date first written above.
FAIRWATER SUN BELT I LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT II LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT III LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT IV LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT V LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT VI LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT VII LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT VIII LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT IX LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT X LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT XI LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT XII LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT XIII LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
FAIRWATER SUN BELT XIV LLC, a Delaware limited liability company
By: Fairwater Operating Partnership, L.P.,
its sole member
By: Fairwater Real Estate Investment Trust,
its general partner
By: ________
Name: Jonathan R. Calder
Title: Chief Executive Officer
Address: c/o Fairwater Real Estate Investment Trust
8400 Chesapeake Center Drive, Suite 1200 Columbia, Maryland 21044
EXHIBIT A
AMORTIZATION SCHEDULE
The following amortization schedule sets forth the application of each Monthly Payment during the ten (10) year term of this Note (Payment Nos. 1 through 120), based on an original principal balance of $240,000,000.00, a fixed Interest Rate of 6.25% per annum, a Monthly Payment of $1,477,846.00, and a 30/360 day count convention. The Monthly Payment is calculated to fully amortize the original principal balance over a thirty (30) year (360-month) schedule. Because the term of this Note is ten (10) years, a Balloon Payment of the remaining unamortized principal balance is due on the Maturity Date.
Note: Monthly interest is calculated as Outstanding Principal Balance x 6.25% x (30/360). Dollar amounts are rounded to the nearest whole dollar for presentation purposes.
Balloon Payment due on the Maturity Date (Payment No. 120): The remaining unamortized principal balance of approximately $202,572,562, plus all accrued and unpaid interest to the Maturity Date, plus all other amounts then due and payable under this Note, the Loan Agreement, and the other Loan Documents.
This Amortization Schedule is provided for illustrative and reference purposes. In the event of any conflict between this Exhibit A and the terms of the Note, the terms of the Note shall govern. Actual application of payments may vary as a result of partial month interest at origination, application of casualty or condemnation proceeds, defeasance, or other adjustments as contemplated by the Note and the Loan Agreement. All amounts are approximate and subject to rounding.
EXHIBIT B
ALLOCATED LOAN AMOUNTS
The following table sets forth each Co-Maker's allocated portion of the $240,000,000.00 loan evidenced by this Note. Allocated Loan Amounts have been determined on a pro rata basis relative to the appraised value of each Co-Maker's respective Mortgaged Property as compared to the aggregate appraised value of the entire portfolio of Mortgaged Properties ($385,000,000.00). The aggregate loan-to-value ratio for the portfolio is approximately 62.3%.
State Summary:
IMPORTANT NOTE: The Allocated Loan Amounts set forth in this Exhibit B are for informational and reference purposes only and are included solely for the convenience of the parties in connection with potential property releases, partial defeasances, and related administrative matters under the Loan Agreement. The Allocated Loan Amounts do not limit, reduce, or otherwise affect the joint and several liability of each Co-Maker for the full principal amount of this Note and all other amounts due and payable hereunder, under the Loan Agreement, and under the other Loan Documents. Each Co-Maker is jointly and severally liable for the entire outstanding principal balance of this Note regardless of the Allocated Loan Amount attributable to the Mortgaged Property owned by such Co-Maker.
PROMISSORY NOTE — $240,000,000 — Fairwater Sun Belt Portfolio Calderwood & Harkness LLP | Matter No. 1036-00001 Draft v.3 — November 14, 2025 DRAFT — FOR DISCUSSION PURPOSES ONLY
Co-Maker | Property Name | Location
Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, Texas
Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, Texas
Fairwater Sun Belt III LLC | Cypress Bend | Katy, Texas
Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, Texas
Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, Texas
Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, Georgia
Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, Georgia
Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, Georgia
Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, Florida
Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, Florida
Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, Florida
Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, North Carolina
Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, North Carolina
Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, Tennessee
Payment No. | Payment Date | Monthly Payment | Interest Portion | Principal Portion | Outstanding Balance
0 | Closing Date | — | — | — | $240,000,000
1 | Jan. 1, 2026 | $1,477,846 | $1,250,000 | $227,846 | $239,772,154
2 | Feb. 1, 2026 | $1,477,846 | $1,248,813 | $229,033 | $239,543,121
3 | Mar. 1, 2026 | $1,477,846 | $1,247,620 | $230,226 | $239,312,895
4 | Apr. 1, 2026 | $1,477,846 | $1,246,421 | $231,425 | $239,081,470
5 | May 1, 2026 | $1,477,846 | $1,245,216 | $232,630 | $238,848,840
6 | Jun. 1, 2026 | $1,477,846 | $1,244,004 | $233,842 | $238,614,998
7 | Jul. 1, 2026 | $1,477,846 | $1,242,786 | $235,060 | $238,379,938
8 | Aug. 1, 2026 | $1,477,846 | $1,241,562 | $236,284 | $238,143,654
9 | Sep. 1, 2026 | $1,477,846 | $1,240,331 | $237,515 | $237,906,139
10 | Oct. 1, 2026 | $1,477,846 | $1,239,094 | $238,752 | $237,667,387
11 | Nov. 1, 2026 | $1,477,846 | $1,237,851 | $239,995 | $237,427,392
12 | Dec. 1, 2026 | $1,477,846 | $1,236,601 | $241,245 | $237,186,147
13 | Jan. 1, 2027 | $1,477,846 | $1,235,344 | $242,502 | $236,943,645
14 | Feb. 1, 2027 | $1,477,846 | $1,234,081 | $243,765 | $236,699,880
15 | Mar. 1, 2027 | $1,477,846 | $1,232,812 | $245,034 | $236,454,846
16 | Apr. 1, 2027 | $1,477,846 | $1,231,536 | $246,310 | $236,208,536
17 | May 1, 2027 | $1,477,846 | $1,230,253 | $247,593 | $235,960,943
18 | Jun. 1, 2027 | $1,477,846 | $1,228,963 | $248,883 | $235,712,060
19 | Jul. 1, 2027 | $1,477,846 | $1,227,667 | $250,179 | $235,461,881
20 | Aug. 1, 2027 | $1,477,846 | $1,226,364 | $251,482 | $235,210,399
21 | Sep. 1, 2027 | $1,477,846 | $1,225,054 | $252,792 | $234,957,607
22 | Oct. 1, 2027 | $1,477,846 | $1,223,737 | $254,109 | $234,703,498
23 | Nov. 1, 2027 | $1,477,846 | $1,222,414 | $255,432 | $234,448,066
24 | Dec. 1, 2027 | $1,477,846 | $1,221,084 | $256,762 | $234,191,304
25 | Jan. 1, 2028 | $1,477,846 | $1,219,747 | $258,099 | $233,933,205
26 | Feb. 1, 2028 | $1,477,846 | $1,218,402 | $259,444 | $233,673,761
27 | Mar. 1, 2028 | $1,477,846 | $1,217,051 | $260,795 | $233,412,966
28 | Apr. 1, 2028 | $1,477,846 | $1,215,693 | $262,153 | $233,150,813
29 | May 1, 2028 | $1,477,846 | $1,214,327 | $263,519 | $232,887,294
30 | Jun. 1, 2028 | $1,477,846 | $1,212,955 | $264,891 | $232,622,403
31 | Jul. 1, 2028 | $1,477,846 | $1,211,575 | $266,271 | $232,356,132
32 | Aug. 1, 2028 | $1,477,846 | $1,210,188 | $267,658 | $232,088,474
33 | Sep. 1, 2028 | $1,477,846 | $1,208,794 | $269,052 | $231,819,422
34 | Oct. 1, 2028 | $1,477,846 | $1,207,393 | $270,453 | $231,548,969
35 | Nov. 1, 2028 | $1,477,846 | $1,205,984 | $271,862 | $231,277,107
36 | Dec. 1, 2028 | $1,477,846 | $1,204,568 | $273,278 | $231,003,829
37 | Jan. 1, 2029 | $1,477,846 | $1,203,145 | $274,701 | $230,729,128
38 | Feb. 1, 2029 | $1,477,846 | $1,201,714 | $276,132 | $230,452,996
39 | Mar. 1, 2029 | $1,477,846 | $1,200,276 | $277,570 | $230,175,426
40 | Apr. 1, 2029 | $1,477,846 | $1,198,830 | $279,016 | $229,896,410
41 | May 1, 2029 | $1,477,846 | $1,197,377 | $280,469 | $229,615,941
42 | Jun. 1, 2029 | $1,477,846 | $1,195,916 | $281,930 | $229,334,011
43 | Jul. 1, 2029 | $1,477,846 | $1,194,448 | $283,398 | $229,050,613
44 | Aug. 1, 2029 | $1,477,846 | $1,192,972 | $284,874 | $228,765,739
45 | Sep. 1, 2029 | $1,477,846 | $1,191,488 | $286,358 | $228,479,381
46 | Oct. 1, 2029 | $1,477,846 | $1,189,997 | $287,849 | $228,191,532
47 | Nov. 1, 2029 | $1,477,846 | $1,188,498 | $289,348 | $227,902,184
48 | Dec. 1, 2029 | $1,477,846 | $1,186,990 | $290,856 | $227,611,328
49 | Jan. 1, 2030 | $1,477,846 | $1,185,476 | $292,370 | $227,318,958
50 | Feb. 1, 2030 | $1,477,846 | $1,183,953 | $293,893 | $227,025,065
51 | Mar. 1, 2030 | $1,477,846 | $1,182,422 | $295,424 | $226,729,641
52 | Apr. 1, 2030 | $1,477,846 | $1,180,883 | $296,963 | $226,432,678
53 | May 1, 2030 | $1,477,846 | $1,179,337 | $298,509 | $226,134,169
54 | Jun. 1, 2030 | $1,477,846 | $1,177,782 | $300,064 | $225,834,105
55 | Jul. 1, 2030 | $1,477,846 | $1,176,219 | $301,627 | $225,532,478
56 | Aug. 1, 2030 | $1,477,846 | $1,174,648 | $303,198 | $225,229,280
57 | Sep. 1, 2030 | $1,477,846 | $1,173,069 | $304,777 | $224,924,503
58 | Oct. 1, 2030 | $1,477,846 | $1,171,482 | $306,364 | $224,618,139
59 | Nov. 1, 2030 | $1,477,846 | $1,169,886 | $307,960 | $224,310,179
60 | Dec. 1, 2030 | $1,477,846 | $1,168,282 | $309,564 | $224,000,615
61 | Jan. 1, 2031 | $1,477,846 | $1,166,670 | $311,176 | $223,689,439
62 | Feb. 1, 2031 | $1,477,846 | $1,165,049 | $312,797 | $223,376,642
63 | Mar. 1, 2031 | $1,477,846 | $1,163,420 | $314,426 | $223,062,216
64 | Apr. 1, 2031 | $1,477,846 | $1,161,782 | $316,064 | $222,746,152
65 | May 1, 2031 | $1,477,846 | $1,160,136 | $317,710 | $222,428,442
66 | Jun. 1, 2031 | $1,477,846 | $1,158,481 | $319,365 | $222,109,077
67 | Jul. 1, 2031 | $1,477,846 | $1,156,818 | $321,028 | $221,788,049
68 | Aug. 1, 2031 | $1,477,846 | $1,155,146 | $322,700 | $221,465,349
69 | Sep. 1, 2031 | $1,477,846 | $1,153,465 | $324,381 | $221,140,968
70 | Oct. 1, 2031 | $1,477,846 | $1,151,776 | $326,070 | $220,814,898
71 | Nov. 1, 2031 | $1,477,846 | $1,150,078 | $327,768 | $220,487,130
72 | Dec. 1, 2031 | $1,477,846 | $1,148,371 | $329,475 | $220,157,655
73 | Jan. 1, 2032 | $1,477,846 | $1,146,654 | $331,192 | $219,826,463
74 | Feb. 1, 2032 | $1,477,846 | $1,144,929 | $332,917 | $219,493,546
75 | Mar. 1, 2032 | $1,477,846 | $1,143,195 | $334,651 | $219,158,895
76 | Apr. 1, 2032 | $1,477,846 | $1,141,453 | $336,393 | $218,822,502
77 | May 1, 2032 | $1,477,846 | $1,139,701 | $338,145 | $218,484,357
78 | Jun. 1, 2032 | $1,477,846 | $1,137,940 | $339,906 | $218,144,451
79 | Jul. 1, 2032 | $1,477,846 | $1,136,169 | $341,677 | $217,802,774
80 | Aug. 1, 2032 | $1,477,846 | $1,134,389 | $343,457 | $217,459,317
81 | Sep. 1, 2032 | $1,477,846 | $1,132,601 | $345,245 | $217,114,072
82 | Oct. 1, 2032 | $1,477,846 | $1,130,803 | $347,043 | $216,767,029
83 | Nov. 1, 2032 | $1,477,846 | $1,128,995 | $348,851 | $216,418,178
84 | Dec. 1, 2032 | $1,477,846 | $1,127,178 | $350,668 | $216,067,510
85 | Jan. 1, 2033 | $1,477,846 | $1,125,352 | $352,494 | $215,715,016
86 | Feb. 1, 2033 | $1,477,846 | $1,123,516 | $354,330 | $215,360,686
87 | Mar. 1, 2033 | $1,477,846 | $1,121,670 | $356,176 | $215,004,510
88 | Apr. 1, 2033 | $1,477,846 | $1,119,815 | $358,031 | $214,646,479
89 | May 1, 2033 | $1,477,846 | $1,117,950 | $359,896 | $214,286,583
90 | Jun. 1, 2033 | $1,477,846 | $1,116,076 | $361,770 | $213,924,813
91 | Jul. 1, 2033 | $1,477,846 | $1,114,192 | $363,654 | $213,561,159
92 | Aug. 1, 2033 | $1,477,846 | $1,112,298 | $365,548 | $213,195,611
93 | Sep. 1, 2033 | $1,477,846 | $1,110,394 | $367,452 | $212,828,159
94 | Oct. 1, 2033 | $1,477,846 | $1,108,480 | $369,366 | $212,458,793
95 | Nov. 1, 2033 | $1,477,846 | $1,106,556 | $371,290 | $212,087,503
96 | Dec. 1, 2033 | $1,477,846 | $1,104,622 | $373,224 | $211,714,279
97 | Jan. 1, 2034 | $1,477,846 | $1,102,679 | $375,167 | $211,339,112
98 | Feb. 1, 2034 | $1,477,846 | $1,100,725 | $377,121 | $210,961,991
99 | Mar. 1, 2034 | $1,477,846 | $1,098,760 | $379,086 | $210,582,905
100 | Apr. 1, 2034 | $1,477,846 | $1,096,786 | $381,060 | $210,201,845
101 | May 1, 2034 | $1,477,846 | $1,094,801 | $383,045 | $209,818,800
102 | Jun. 1, 2034 | $1,477,846 | $1,092,806 | $385,040 | $209,433,760
103 | Jul. 1, 2034 | $1,477,846 | $1,090,801 | $387,045 | $209,046,715
104 | Aug. 1, 2034 | $1,477,846 | $1,088,785 | $389,061 | $208,657,654
105 | Sep. 1, 2034 | $1,477,846 | $1,086,758 | $391,088 | $208,266,566
106 | Oct. 1, 2034 | $1,477,846 | $1,084,722 | $393,124 | $207,873,442
107 | Nov. 1, 2034 | $1,477,846 | $1,082,674 | $395,172 | $207,478,270
108 | Dec. 1, 2034 | $1,477,846 | $1,080,616 | $397,230 | $207,081,040
109 | Jan. 1, 2035 | $1,477,846 | $1,078,547 | $399,299 | $206,681,741
110 | Feb. 1, 2035 | $1,477,846 | $1,076,467 | $401,379 | $206,280,362
111 | Mar. 1, 2035 | $1,477,846 | $1,074,377 | $403,469 | $205,876,893
112 | Apr. 1, 2035 | $1,477,846 | $1,072,275 | $405,571 | $205,471,322
113 | May 1, 2035 | $1,477,846 | $1,070,163 | $407,683 | $205,063,639
114 | Jun. 1, 2035 | $1,477,846 | $1,068,040 | $409,806 | $204,653,833
115 | Jul. 1, 2035 | $1,477,846 | $1,065,905 | $411,941 | $204,241,892
116 | Aug. 1, 2035 | $1,477,846 | $1,063,760 | $414,086 | $203,827,806
117 | Sep. 1, 2035 | $1,477,846 | $1,061,603 | $416,243 | $203,411,563
118 | Oct. 1, 2035 | $1,477,846 | $1,059,435 | $418,411 | $202,993,152
119 | Nov. 1, 2035 | $1,477,846 | $1,057,256 | $420,590 | $202,572,562
120 | Maturity Date | Balloon | — | — | $0
Co-Maker | Property | Location | Appraised Value | Allocated Loan Amount
Fairwater Sun Belt I LLC | Ridgewater at Lakeline | Austin, TX | $32,500,000 | $20,259,740
Fairwater Sun Belt II LLC | Sagebrush Commons | San Antonio, TX | $24,800,000 | $15,461,039
Fairwater Sun Belt III LLC | Cypress Bend | Katy, TX | $30,200,000 | $18,826,494
Fairwater Sun Belt IV LLC | Willowbrook Terrace | Sugar Land, TX | $29,100,000 | $18,140,779
Fairwater Sun Belt V LLC | Heritage at Stonebriar | Frisco, TX | $35,800,000 | $22,316,883
Fairwater Sun Belt VI LLC | Peachtree Crossings | Alpharetta, GA | $28,600,000 | $17,829,091
Fairwater Sun Belt VII LLC | Cumberland Ridge | Smyrna, GA | $24,200,000 | $15,087,013
Fairwater Sun Belt VIII LLC | Sugarloaf Station | Duluth, GA | $23,400,000 | $14,588,571
Fairwater Sun Belt IX LLC | Bayshore Landings | Tampa, FL | $33,800,000 | $21,069,870
Fairwater Sun Belt X LLC | Solara at Millenia | Orlando, FL | $30,600,000 | $19,075,714
Fairwater Sun Belt XI LLC | Riverside Preserve | Jacksonville, FL | $22,400,000 | $13,964,935
Fairwater Sun Belt XII LLC | Stonewall Flats | Charlotte, NC | $28,200,000 | $17,580,000
Fairwater Sun Belt XIII LLC | Crabtree Pointe | Raleigh, NC | $26,400,000 | $16,458,701
Fairwater Sun Belt XIV LLC | Harpeth Valley | Nashville, TN | $15,000,000 | $9,341,169
TOTAL | $385,000,000 | $240,000,000
State | Number of Properties | Aggregate Appraised Value | Aggregate Allocated Loan Amount
Texas | 5 | $152,400,000 | $95,004,936
Georgia | 3 | $76,200,000 | $47,504,675
Florida | 3 | $86,800,000 | $54,110,519
North Carolina | 2 | $54,600,000 | $34,038,701
Tennessee | 1 | $15,000,000 | $9,341,169
Total | 14 | $385,000,000 | $240,000,000