1036-00002 · Client 1036 · Closing Deliverables

cfo-officers-certificate-fairwater.docx DOCUMENT Capital Markets

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OFFICER'S CERTIFICATE

Pursuant to Section [__] of the Amended and Restated Equity Distribution Agreement

[__, 2025]

Reference is made to the Amended and Restated Equity Distribution Agreement, dated as of July 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Equity Distribution Agreement"), among Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Company" or "FREIT"), Fairwater Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"), Pemberton Zanthor & Co., as lead agent, Clarendon Securities LLC, and Veltrano Capital Partners LLC (each, an "Agent" and collectively, the "Agents").

The undersigned, Priya Ranganathan, Executive Vice President and Chief Financial Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby certifies, in her capacity as an officer of the Company and not in her individual capacity, pursuant to Section [__] of the Equity Distribution Agreement, as follows:

This Officer's Certificate is being delivered in connection with [the initial delivery under / a bring-down delivery required by] the Equity Distribution Agreement. This Officer's Certificate is being delivered as a condition to [the first sale of common shares of beneficial interest / sales] under the at-the-market equity offering program (the "ATM Program") established pursuant to the Equity Distribution Agreement and the ATM Prospectus Supplement (as defined below) filed under Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC").

The Company has filed with the SEC a universal shelf registration statement on Form S-3 (File No. 333-[__]) on July 18, 2025, which became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act, as the Company qualifies as a "well-known seasoned issuer" ("WKSI") as defined in Rule 405 under the Securities Act (such registration statement, including the exhibits thereto and the documents incorporated by reference therein at the time such registration statement became effective, as amended or supplemented as of the date hereof, the "Registration Statement"). The Registration Statement includes a base prospectus covering the offer and sale of up to $2,000,000,000 in aggregate offering price of securities, consisting of common shares of beneficial interest, preferred shares of beneficial interest, senior debt securities, subordinated debt securities, depositary shares, warrants, and units of the Company (the "Base Prospectus").

Pursuant to the Equity Distribution Agreement and Rule 424(b)(5) under the Securities Act, the Company has filed with the SEC an at-the-market prospectus supplement relating to the offer and sale from time to time of up to $500,000,000 in aggregate gross sales proceeds of common shares of beneficial interest of the Company, $0.01 par value per share (the "Common Shares"), through the Agents, acting as the Company's sales agents and/or principals (the "ATM Prospectus Supplement"). As used herein, the term "Prospectus" means the Base Prospectus and the ATM Prospectus Supplement, together with any documents incorporated by reference therein as of the date hereof.

The Company's prior universal shelf registration statement on Form S-3 (File No. 333-265410), originally effective August 1, 2022, expires on August 1, 2025, and the Registration Statement replaces such prior shelf registration statement in its entirety for purposes of the offer and sale of Common Shares under the ATM Program.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Equity Distribution Agreement.

1. Representations and Warranties

The undersigned hereby certifies that she has reviewed the Equity Distribution Agreement, the Registration Statement (including all exhibits thereto and all documents incorporated by reference therein), the Base Prospectus, the ATM Prospectus Supplement, and the documents incorporated by reference in the Registration Statement and the Prospectus, and that such review was made in connection with the delivery of this Officer's Certificate.

Based upon such review, the undersigned hereby certifies that each of the representations and warranties of the Company and the Operating Partnership contained in the Equity Distribution Agreement is true and correct in all material respects as of the date hereof (or, with respect to any such representation or warranty that is qualified by materiality or material adverse effect, true and correct in all respects as of the date hereof), with the same force and effect as though expressly made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects (or, if qualified by materiality or material adverse effect, true and correct in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certifies that the representations and warranties of the Company and the Operating Partnership regarding the following matters are true and correct in all material respects (or, where applicable, in all respects) as of the date hereof (or, where expressly relating to an earlier date, as of such earlier date):

(a) the due organization, valid existence, and good standing of the Company as a real estate investment trust under the laws of the State of Maryland, and the due organization, valid existence, and good standing of the Operating Partnership as a limited partnership under the laws of the State of Maryland, in each case with full power and authority to own, lease, and operate their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus;

(b) the due authorization, execution, and delivery of the Equity Distribution Agreement by the Company and the Operating Partnership, and the enforceability of the Equity Distribution Agreement against the Company and the Operating Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity;

(c) the accuracy and completeness of the Registration Statement and the Prospectus, including the documents incorporated by reference therein, as of their respective dates and as of the date hereof;

(d) the absence of any untrue statement of a material fact in, or omission to state a material fact required to be stated in or necessary to make the statements in, the Registration Statement and the Prospectus not misleading, as more fully set forth in Section 6 below;

(e) compliance in all material respects by the Company and the Operating Partnership with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, including, without limitation, the applicable requirements of Regulation S-K and Regulation S-X;

(f) that the Common Shares to be sold by the Company pursuant to the ATM Program have been duly authorized and, when issued and delivered by the Company and paid for by the purchasers thereof in accordance with the terms of the Equity Distribution Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights of any person; and

(g) the qualification and taxation of the Company as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for each taxable year commencing with the Company's taxable year ended December 31, 2003, through and including the Company's most recent completed taxable year, and that the Company's organization and current and proposed method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for the current taxable year and future taxable years.

2. Compliance with Covenants

The undersigned hereby certifies that the Company and the Operating Partnership have performed and complied in all material respects with all covenants, agreements, obligations, and conditions required by the Equity Distribution Agreement to be performed or complied with by each of them at or prior to the date hereof. Without limiting the generality of the foregoing, the undersigned specifically certifies that the Company and the Operating Partnership have performed and complied in all material respects with the following covenants and obligations set forth in the Equity Distribution Agreement:

(a) Maintenance of WKSI Status. The Company has maintained, and as of the date hereof continues to maintain, its status as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, and is not an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Company has not received any notice from the SEC indicating that the Company no longer qualifies as a WKSI or is or may be deemed an ineligible issuer.

(b) Timely Filing of SEC Reports. The Company has timely filed (or, where applicable, has obtained a valid extension of time and filed within such extended period) all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including, without limitation, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements, and all such filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such filings.

(c) NYSE Listing. The Common Shares of the Company are listed and admitted to trading on the New York Stock Exchange (the "NYSE") under the ticker symbol "FRWT." The Company has taken all actions necessary to maintain such listing and has not received any notification from the NYSE regarding any actual or potential delisting of the Common Shares or any failure by the Company to satisfy any continued listing requirement of the NYSE. The Common Shares to be sold under the ATM Program have been approved for listing on the NYSE, subject only to official notice of issuance.

(d) Compliance with Regulation M. The Company has complied in all material respects with the applicable provisions of Regulation M under the Exchange Act, including, without limitation, Rules 101, 102, and 104 thereunder, in connection with the offer and sale of Common Shares under the ATM Program.

(e) Delivery of Comfort Letters. The Company has caused Hargrove & Tillman LLP, the independent registered public accounting firm of the Company, to deliver to the Agents and their counsel such comfort letters (including bring-down comfort letters) as are required to be delivered under the Equity Distribution Agreement, and no matters have come to the attention of Hargrove & Tillman LLP that would prevent or delay the delivery of any such comfort letter in the form contemplated by the Equity Distribution Agreement.

(f) Delivery of Updated Opinions and Certificates. The Company and the Operating Partnership have delivered, or have caused to be delivered, all updated legal opinions, tax opinions, negative assurance letters, and certificates required to be delivered pursuant to the terms of the Equity Distribution Agreement on or prior to the date hereof, including, without limitation, any opinions of Calderwood & Harkness LLP, counsel to the Company, and any opinions of Whitfield & Corbin PLLC, tax counsel to the Company.

3. No Material Adverse Change

The undersigned hereby certifies that, since the date of the most recent financial statements of the Company and its consolidated subsidiaries that are incorporated by reference in the Registration Statement and the Prospectus (being the unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, as filed in the Company's Quarterly Report on Form 10-Q for such quarter), there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial condition, results of operations, business, properties, management, or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Registration Statement and the Prospectus (including the documents incorporated by reference therein).

As of the date hereof, the Company's portfolio consists of 47 multifamily communities comprising approximately 14,800 apartment units located across the states of Maryland, Virginia, North Carolina, Georgia, and Florida. The undersigned confirms that the operations and financial condition of these assets remain consistent in all material respects with the disclosures set forth in the Registration Statement and the Prospectus (including the documents incorporated by reference therein), and that there has been no material adverse change in the occupancy rates, rental revenue, net operating income, or condition of such assets since the date of the most recent financial statements incorporated by reference in the Registration Statement and the Prospectus.

As of the date hereof, the total consolidated indebtedness of the Company and its subsidiaries is approximately $1,405,000,000, consisting of (i) $750,000,000 in aggregate principal amount of senior unsecured notes issued by the Operating Partnership in various series, (ii) $175,000,000 drawn on the Operating Partnership's $600,000,000 unsecured revolving credit facility (with $425,000,000 of available and undrawn capacity), and (iii) approximately $480,000,000 in aggregate principal amount of secured mortgage indebtedness encumbering certain of the Company's multifamily properties. The undersigned confirms that there have been no material adverse changes to the Company's or the Operating Partnership's debt profile, capital structure, or compliance with financial covenants and other covenants contained in any of its debt instruments or credit agreements since the date of the most recent financial statements incorporated by reference in the Registration Statement and the Prospectus.

The undersigned further confirms that, as of the date hereof, the Operating Partnership's senior unsecured notes maintain a credit rating of BBB with a stable outlook from Brindoval Advisory Group and a credit rating of Baa2 with a stable outlook from Pinnacle Rating Services. To the knowledge of the undersigned, no downgrade, suspension, withdrawal, or placement on "credit watch" or "ratings watch" (with negative implications) of any such credit rating is pending or has been threatened by either Brindoval Advisory Group or Pinnacle Rating Services.

4. No Stop Order or Proceedings

The undersigned hereby certifies as follows:

(a) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and, to the knowledge of the undersigned, no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted, are pending, or are threatened by the SEC.

(b) No order preventing or suspending the use of the Base Prospectus or the ATM Prospectus Supplement, or any amendment or supplement thereto, has been issued by the SEC and, to the knowledge of the undersigned, no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC.

(c) No notice from the SEC under Section 8(e) of the Securities Act in connection with the Registration Statement or otherwise relating to the offer and sale of Common Shares under the ATM Program has been received by the Company. In addition, the Company has not received any notice from the SEC of any pending investigation or review of the Company's SEC filings that could reasonably be expected to result in the issuance of a stop order or an order preventing or suspending the use of the Prospectus.

5. No Proceedings Affecting the Offering

The undersigned hereby certifies that there are no pending or, to the knowledge of the undersigned, threatened legal or governmental actions, suits, proceedings, inquiries, or investigations (whether at law, in equity, or before any arbitral panel, federal, state, local, or foreign court, commission, regulatory body, administrative agency, or other governmental or quasi-governmental body) to which the Company or any of its subsidiaries is a party or of which any of the properties or assets of the Company or any of its subsidiaries is the subject that:

(a) are required to be described in the Registration Statement or the Prospectus (including the documents incorporated by reference therein) pursuant to the requirements of the Securities Act, the Exchange Act, or the rules and regulations of the SEC promulgated thereunder, or pursuant to Item 103 of Regulation S-K, and are not so described; or

(b) question the validity of the Equity Distribution Agreement or the right, power, or authority of the Company or the Operating Partnership to enter into, deliver, or perform its obligations under the Equity Distribution Agreement, or the issuance and sale of Common Shares under the ATM Program, or any action taken or to be taken by the Company or the Operating Partnership pursuant to the Equity Distribution Agreement.

6. Accuracy of Registration Statement and Prospectus

The undersigned hereby certifies as follows:

(a) The Registration Statement, at the time it became effective under the Securities Act and at each time any amendment thereto became or becomes effective, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) The Prospectus (including the ATM Prospectus Supplement and any documents incorporated or deemed to be incorporated by reference therein), as of the date thereof and as of the date hereof, did not and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The certifications set forth in clauses (a) and (b) above do not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent specifically for use in the Registration Statement or the Prospectus, it being understood that the only such information furnished by or on behalf of any Agent consists of the information described in the Equity Distribution Agreement as information furnished by the Agents.

7. Incorporation by Reference Documents

The undersigned hereby certifies that each document, if any, filed or to be filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the Prospectus and prior to the termination of the offering of Common Shares under the ATM Program, that is incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when so filed, complied or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such document. Without limiting the foregoing, each such document so incorporated by reference, when read together with the other documents incorporated by reference in the Registration Statement and the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

8. Bring-Down Delivery Schedule

For the avoidance of doubt, and as specified in the Equity Distribution Agreement, this Officer's Certificate (or a substantially similar certificate) is required to be delivered on each of the following dates (each, a "Bring-Down Date"):

(a) on the date of the first sale of Common Shares under the ATM Program following the effectiveness of the Registration Statement;

(b) on or prior to the date of filing by the Company with the SEC of each Annual Report on Form 10-K and each Quarterly Report on Form 10-Q;

(c) on or prior to the date of filing by the Company with the SEC of any Current Report on Form 8-K containing amended or new financial information (other than information furnished pursuant to Item 7.01 or Item 8.01 of Form 8-K, unless the Company reasonably determines that such information is material);

(d) on the date of filing with the SEC of any prospectus supplement (other than the ATM Prospectus Supplement) relating to the Common Shares offered under the ATM Program;

(e) on such other dates as any Agent or counsel to the Agents, Dunmore Caldwell LLP, may reasonably request; and

(f) at such other times as are specified in the Equity Distribution Agreement.

On each such Bring-Down Date, a new Officer's Certificate substantially in the form hereof shall be delivered by the Company, or this Officer's Certificate shall be deemed reaffirmed and delivered as of such Bring-Down Date, in each case as provided in and in accordance with the terms and conditions of the Equity Distribution Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Priya Ranganathan

Title: Executive Vice President and Chief Financial Officer

Date: ________

Note Regarding Exhibits and Annexes: No exhibits or annexes are attached to or form a part of this Officer's Certificate. Reference is made to the Equity Distribution Agreement, the Registration Statement (including all exhibits thereto), the Base Prospectus, and the ATM Prospectus Supplement for the full terms, conditions, representations, warranties, covenants, and other provisions referenced herein. This Officer's Certificate is attached as Exhibit [__] to the Equity Distribution Agreement.

OFFICER'S CERTIFICATE
Pursuant to Section [__] of the Amended and Restated Equity Distribution Agreement
[__, 2025]
Reference is made to the Amended and Restated Equity Distribution Agreement, dated as of July 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Equity Distribution Agreement"), among Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Company" or "FREIT"), Fairwater Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"), Pemberton Zanthor & Co., as lead agent, Clarendon Securities LLC, and Veltrano Capital Partners LLC (each, an "Agent" and collectively, the "Agents").
The undersigned, Priya Ranganathan, Executive Vice President and Chief Financial Officer of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby certifies, in her capacity as an officer of the Company and not in her individual capacity, pursuant to Section [__] of the Equity Distribution Agreement, as follows:
This Officer's Certificate is being delivered in connection with [the initial delivery under / a bring-down delivery required by] the Equity Distribution Agreement. This Officer's Certificate is being delivered as a condition to [the first sale of common shares of beneficial interest / sales] under the at-the-market equity offering program (the "ATM Program") established pursuant to the Equity Distribution Agreement and the ATM Prospectus Supplement (as defined below) filed under Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC").
The Company has filed with the SEC a universal shelf registration statement on Form S-3 (File No. 333-[__]) on July 18, 2025, which became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act, as the Company qualifies as a "well-known seasoned issuer" ("WKSI") as defined in Rule 405 under the Securities Act (such registration statement, including the exhibits thereto and the documents incorporated by reference therein at the time such registration statement became effective, as amended or supplemented as of the date hereof, the "Registration Statement"). The Registration Statement includes a base prospectus covering the offer and sale of up to $2,000,000,000 in aggregate offering price of securities, consisting of common shares of beneficial interest, preferred shares of beneficial interest, senior debt securities, subordinated debt securities, depositary shares, warrants, and units of the Company (the "Base Prospectus").
Pursuant to the Equity Distribution Agreement and Rule 424(b)(5) under the Securities Act, the Company has filed with the SEC an at-the-market prospectus supplement relating to the offer and sale from time to time of up to $500,000,000 in aggregate gross sales proceeds of common shares of beneficial interest of the Company, $0.01 par value per share (the "Common Shares"), through the Agents, acting as the Company's sales agents and/or principals (the "ATM Prospectus Supplement"). As used herein, the term "Prospectus" means the Base Prospectus and the ATM Prospectus Supplement, together with any documents incorporated by reference therein as of the date hereof.
The Company's prior universal shelf registration statement on Form S-3 (File No. 333-265410), originally effective August 1, 2022, expires on August 1, 2025, and the Registration Statement replaces such prior shelf registration statement in its entirety for purposes of the offer and sale of Common Shares under the ATM Program.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Equity Distribution Agreement.
1. Representations and Warranties
The undersigned hereby certifies that she has reviewed the Equity Distribution Agreement, the Registration Statement (including all exhibits thereto and all documents incorporated by reference therein), the Base Prospectus, the ATM Prospectus Supplement, and the documents incorporated by reference in the Registration Statement and the Prospectus, and that such review was made in connection with the delivery of this Officer's Certificate.
Based upon such review, the undersigned hereby certifies that each of the representations and warranties of the Company and the Operating Partnership contained in the Equity Distribution Agreement is true and correct in all material respects as of the date hereof (or, with respect to any such representation or warranty that is qualified by materiality or material adverse effect, true and correct in all respects as of the date hereof), with the same force and effect as though expressly made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects (or, if qualified by materiality or material adverse effect, true and correct in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certifies that the representations and warranties of the Company and the Operating Partnership regarding the following matters are true and correct in all material respects (or, where applicable, in all respects) as of the date hereof (or, where expressly relating to an earlier date, as of such earlier date):
(a) the due organization, valid existence, and good standing of the Company as a real estate investment trust under the laws of the State of Maryland, and the due organization, valid existence, and good standing of the Operating Partnership as a limited partnership under the laws of the State of Maryland, in each case with full power and authority to own, lease, and operate their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus;
(b) the due authorization, execution, and delivery of the Equity Distribution Agreement by the Company and the Operating Partnership, and the enforceability of the Equity Distribution Agreement against the Company and the Operating Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity;
(c) the accuracy and completeness of the Registration Statement and the Prospectus, including the documents incorporated by reference therein, as of their respective dates and as of the date hereof;
(d) the absence of any untrue statement of a material fact in, or omission to state a material fact required to be stated in or necessary to make the statements in, the Registration Statement and the Prospectus not misleading, as more fully set forth in Section 6 below;
(e) compliance in all material respects by the Company and the Operating Partnership with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, including, without limitation, the applicable requirements of Regulation S-K and Regulation S-X;
(f) that the Common Shares to be sold by the Company pursuant to the ATM Program have been duly authorized and, when issued and delivered by the Company and paid for by the purchasers thereof in accordance with the terms of the Equity Distribution Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights of any person; and
(g) the qualification and taxation of the Company as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for each taxable year commencing with the Company's taxable year ended December 31, 2003, through and including the Company's most recent completed taxable year, and that the Company's organization and current and proposed method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for the current taxable year and future taxable years.
2. Compliance with Covenants
The undersigned hereby certifies that the Company and the Operating Partnership have performed and complied in all material respects with all covenants, agreements, obligations, and conditions required by the Equity Distribution Agreement to be performed or complied with by each of them at or prior to the date hereof. Without limiting the generality of the foregoing, the undersigned specifically certifies that the Company and the Operating Partnership have performed and complied in all material respects with the following covenants and obligations set forth in the Equity Distribution Agreement:
(a) Maintenance of WKSI Status. The Company has maintained, and as of the date hereof continues to maintain, its status as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, and is not an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Company has not received any notice from the SEC indicating that the Company no longer qualifies as a WKSI or is or may be deemed an ineligible issuer.
(b) Timely Filing of SEC Reports. The Company has timely filed (or, where applicable, has obtained a valid extension of time and filed within such extended period) all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including, without limitation, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements, and all such filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such filings.
(c) NYSE Listing. The Common Shares of the Company are listed and admitted to trading on the New York Stock Exchange (the "NYSE") under the ticker symbol "FRWT." The Company has taken all actions necessary to maintain such listing and has not received any notification from the NYSE regarding any actual or potential delisting of the Common Shares or any failure by the Company to satisfy any continued listing requirement of the NYSE. The Common Shares to be sold under the ATM Program have been approved for listing on the NYSE, subject only to official notice of issuance.
(d) Compliance with Regulation M. The Company has complied in all material respects with the applicable provisions of Regulation M under the Exchange Act, including, without limitation, Rules 101, 102, and 104 thereunder, in connection with the offer and sale of Common Shares under the ATM Program.
(e) Delivery of Comfort Letters. The Company has caused Hargrove & Tillman LLP, the independent registered public accounting firm of the Company, to deliver to the Agents and their counsel such comfort letters (including bring-down comfort letters) as are required to be delivered under the Equity Distribution Agreement, and no matters have come to the attention of Hargrove & Tillman LLP that would prevent or delay the delivery of any such comfort letter in the form contemplated by the Equity Distribution Agreement.
(f) Delivery of Updated Opinions and Certificates. The Company and the Operating Partnership have delivered, or have caused to be delivered, all updated legal opinions, tax opinions, negative assurance letters, and certificates required to be delivered pursuant to the terms of the Equity Distribution Agreement on or prior to the date hereof, including, without limitation, any opinions of Calderwood & Harkness LLP, counsel to the Company, and any opinions of Whitfield & Corbin PLLC, tax counsel to the Company.
3. No Material Adverse Change
The undersigned hereby certifies that, since the date of the most recent financial statements of the Company and its consolidated subsidiaries that are incorporated by reference in the Registration Statement and the Prospectus (being the unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, as filed in the Company's Quarterly Report on Form 10-Q for such quarter), there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial condition, results of operations, business, properties, management, or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Registration Statement and the Prospectus (including the documents incorporated by reference therein).
As of the date hereof, the Company's portfolio consists of 47 multifamily communities comprising approximately 14,800 apartment units located across the states of Maryland, Virginia, North Carolina, Georgia, and Florida. The undersigned confirms that the operations and financial condition of these assets remain consistent in all material respects with the disclosures set forth in the Registration Statement and the Prospectus (including the documents incorporated by reference therein), and that there has been no material adverse change in the occupancy rates, rental revenue, net operating income, or condition of such assets since the date of the most recent financial statements incorporated by reference in the Registration Statement and the Prospectus.
As of the date hereof, the total consolidated indebtedness of the Company and its subsidiaries is approximately $1,405,000,000, consisting of (i) $750,000,000 in aggregate principal amount of senior unsecured notes issued by the Operating Partnership in various series, (ii) $175,000,000 drawn on the Operating Partnership's $600,000,000 unsecured revolving credit facility (with $425,000,000 of available and undrawn capacity), and (iii) approximately $480,000,000 in aggregate principal amount of secured mortgage indebtedness encumbering certain of the Company's multifamily properties. The undersigned confirms that there have been no material adverse changes to the Company's or the Operating Partnership's debt profile, capital structure, or compliance with financial covenants and other covenants contained in any of its debt instruments or credit agreements since the date of the most recent financial statements incorporated by reference in the Registration Statement and the Prospectus.
The undersigned further confirms that, as of the date hereof, the Operating Partnership's senior unsecured notes maintain a credit rating of BBB with a stable outlook from Brindoval Advisory Group and a credit rating of Baa2 with a stable outlook from Pinnacle Rating Services. To the knowledge of the undersigned, no downgrade, suspension, withdrawal, or placement on "credit watch" or "ratings watch" (with negative implications) of any such credit rating is pending or has been threatened by either Brindoval Advisory Group or Pinnacle Rating Services.
4. No Stop Order or Proceedings
The undersigned hereby certifies as follows:
(a) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and, to the knowledge of the undersigned, no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted, are pending, or are threatened by the SEC.
(b) No order preventing or suspending the use of the Base Prospectus or the ATM Prospectus Supplement, or any amendment or supplement thereto, has been issued by the SEC and, to the knowledge of the undersigned, no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC.
(c) No notice from the SEC under Section 8(e) of the Securities Act in connection with the Registration Statement or otherwise relating to the offer and sale of Common Shares under the ATM Program has been received by the Company. In addition, the Company has not received any notice from the SEC of any pending investigation or review of the Company's SEC filings that could reasonably be expected to result in the issuance of a stop order or an order preventing or suspending the use of the Prospectus.
5. No Proceedings Affecting the Offering
The undersigned hereby certifies that there are no pending or, to the knowledge of the undersigned, threatened legal or governmental actions, suits, proceedings, inquiries, or investigations (whether at law, in equity, or before any arbitral panel, federal, state, local, or foreign court, commission, regulatory body, administrative agency, or other governmental or quasi-governmental body) to which the Company or any of its subsidiaries is a party or of which any of the properties or assets of the Company or any of its subsidiaries is the subject that:
(a) are required to be described in the Registration Statement or the Prospectus (including the documents incorporated by reference therein) pursuant to the requirements of the Securities Act, the Exchange Act, or the rules and regulations of the SEC promulgated thereunder, or pursuant to Item 103 of Regulation S-K, and are not so described; or
(b) question the validity of the Equity Distribution Agreement or the right, power, or authority of the Company or the Operating Partnership to enter into, deliver, or perform its obligations under the Equity Distribution Agreement, or the issuance and sale of Common Shares under the ATM Program, or any action taken or to be taken by the Company or the Operating Partnership pursuant to the Equity Distribution Agreement.
6. Accuracy of Registration Statement and Prospectus
The undersigned hereby certifies as follows:
(a) The Registration Statement, at the time it became effective under the Securities Act and at each time any amendment thereto became or becomes effective, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) The Prospectus (including the ATM Prospectus Supplement and any documents incorporated or deemed to be incorporated by reference therein), as of the date thereof and as of the date hereof, did not and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The certifications set forth in clauses (a) and (b) above do not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent specifically for use in the Registration Statement or the Prospectus, it being understood that the only such information furnished by or on behalf of any Agent consists of the information described in the Equity Distribution Agreement as information furnished by the Agents.
7. Incorporation by Reference Documents
The undersigned hereby certifies that each document, if any, filed or to be filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the Prospectus and prior to the termination of the offering of Common Shares under the ATM Program, that is incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when so filed, complied or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such document. Without limiting the foregoing, each such document so incorporated by reference, when read together with the other documents incorporated by reference in the Registration Statement and the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
8. Bring-Down Delivery Schedule
For the avoidance of doubt, and as specified in the Equity Distribution Agreement, this Officer's Certificate (or a substantially similar certificate) is required to be delivered on each of the following dates (each, a "Bring-Down Date"):
(a) on the date of the first sale of Common Shares under the ATM Program following the effectiveness of the Registration Statement;
(b) on or prior to the date of filing by the Company with the SEC of each Annual Report on Form 10-K and each Quarterly Report on Form 10-Q;
(c) on or prior to the date of filing by the Company with the SEC of any Current Report on Form 8-K containing amended or new financial information (other than information furnished pursuant to Item 7.01 or Item 8.01 of Form 8-K, unless the Company reasonably determines that such information is material);
(d) on the date of filing with the SEC of any prospectus supplement (other than the ATM Prospectus Supplement) relating to the Common Shares offered under the ATM Program;
(e) on such other dates as any Agent or counsel to the Agents, Dunmore Caldwell LLP, may reasonably request; and
(f) at such other times as are specified in the Equity Distribution Agreement.
On each such Bring-Down Date, a new Officer's Certificate substantially in the form hereof shall be delivered by the Company, or this Officer's Certificate shall be deemed reaffirmed and delivered as of such Bring-Down Date, in each case as provided in and in accordance with the terms and conditions of the Equity Distribution Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Priya Ranganathan
Title: Executive Vice President and Chief Financial Officer
Date: ________
Note Regarding Exhibits and Annexes: No exhibits or annexes are attached to or form a part of this Officer's Certificate. Reference is made to the Equity Distribution Agreement, the Registration Statement (including all exhibits thereto), the Base Prospectus, and the ATM Prospectus Supplement for the full terms, conditions, representations, warranties, covenants, and other provisions referenced herein. This Officer's Certificate is attached as Exhibit [__] to the Equity Distribution Agreement.

OFFICER'S CERTIFICATE

FAIRWATER REAL ESTATE INVESTMENT TRUST

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