Contract analysis

1. FAIRWATER SUN BELT I LLC, a Delaware limited liability company;

2. FAIRWATER SUN BELT II LLC, a Delaware limited liability company;

3. FAIRWATER SUN BELT III LLC, a Delaware limited liability company;

4. FAIRWATER SUN BELT IV LLC, a Delaware limited liability company;

5. FAIRWATER SUN BELT V LLC, a Delaware limited liability company;

6. FAIRWATER SUN BELT VI LLC, a Delaware limited liability company;

7. FAIRWATER SUN BELT VII LLC, a Delaware limited liability company;

8. FAIRWATER SUN BELT VIII LLC, a Delaware limited liability company;

9. FAIRWATER SUN BELT IX LLC, a Delaware limited liability company;

10. FAIRWATER SUN BELT X LLC, a Delaware limited liability company;

11. FAIRWATER SUN BELT XI LLC, a Delaware limited liability company;

12. FAIRWATER SUN BELT XII LLC, a Delaware limited liability company;

13. FAIRWATER SUN BELT XIII LLC, a Delaware limited liability company; and

14. FAIRWATER SUN BELT XIV LLC, a Delaware limited liability company, each having its principal place of business c/o Fairwater Real Estate Investment Trust, 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044 (each, an "SPE Indemnitor" and collectively, "Borrower"); GUARANTOR: FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust, having its principal office at 8400 Chesapeak

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. "Borrower" means, collectively, Fairwater Sun Belt I LLC, Fairwater Sun Belt II LLC, Fairwater Sun Belt III LLC, Fairwater Sun Belt IV LLC, Fairwater Sun Belt V LLC, Fairwater Sun

Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) Terms not defined herein but defined in the Loan Agreement shall have the meanings assigned to them in the Loan Agreement. In the event of any conflict between a definition set forth herein and a definition set forth in the Loan Agreement, the definition set forth herein shall control for purposes of this Agreement. (b) The definitions of t

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Environmental Representations of Borrower. Each SPE Indemnitor hereby represents and warrants to Indemnitee, as of the date hereof, with respect to the Property owned by such SPE Indemnitor (and Borrower collectively represents and warrants as to all of the Properties), as follows: (a) No Hazardous Substances. To the best of Borrower's knowledge after diligent inquiry, no Hazardous Substances are present

Section 2.2 Environmental Representations of Guarantor. Guarantor hereby represents and warrants to Indemnitee, as of the date hereof, as follows: (a) To the best of Guarantor's knowledge after diligent inquiry, there is no environmental condition, contamination, violation, or other matter affecting any Property that has not been fully disclosed in the environmental reports listed on Exhibit C and the other due dilig

ARTICLE III ENVIRONMENTAL COVENANTS

Section 3.1 Compliance with Environmental Laws. Indemnitors shall at all times comply, and shall cause all tenants, subtenant, occupants, licensees, contractors, subcontractors, operators, and agents (including, without limitation, Fairwater Residential Management LLC as Property Manager) to comply, with all Environmental Laws applicable to the Properties and the ownership, use, operation, maintenance, and management

Section 3.2 Prohibition on Hazardous Substances. No Hazardous Substances shall be generated, manufactured, refined, produced, processed, transported, treated, stored, handled, distributed, disposed of, released, or otherwise placed, deposited, or allowed to exist on, in, under, or at any Property, except for Permitted Hazardous Substances used in the ordinary course of operating and maintaining the Properties as mult

Section 3.3 Notice of Environmental Matters. Indemnitors shall promptly notify Indemnitee in writing (and in any event within five (5) business days after obtaining knowledge thereof) of any of the following: (a) Any Release or threatened Release of Hazardous Substances on, from, under, or at any Property, or any migration of Hazardous Substances from any adjacent or nearby property onto any Property, in quantities o

Section 3.4 Environmental Assessments and Investigations. (a) Assessments Upon Reasonable Grounds. Indemnitee shall have the right, at Indemnitors' sole cost and expense (following not less than five (5) business days' prior written notice, except in the case of an emergency, in which case no prior notice shall be required), to conduct or cause to be conducted environmental assessments, inspections, investigations, t

Section 3.5 Remediation Obligations. (a) Indemnitors shall promptly undertake and diligently pursue to completion, at Indemnitors' sole cost and expense, any Clean-Up required by any Environmental Law, ordered or directed by any governmental authority, or reasonably determined by Indemnitee to be necessary to protect the value of any Property or to prevent a violation of any Environmental Law. Such Clean-Up shall be

Section 3.6 Tenant Environmental Requirements. (a) All leases, license agreements, and occupancy agreements entered into by any Indemnitor or Property Manager with respect to any Property after the date hereof shall contain provisions: (i) requiring the tenant, licensee, or occupant to comply with all applicable Environmental Laws; (ii) prohibiting the tenant, licensee, or occupant from bringing onto, using, storing,

Section 3.7 Mold Prevention and Remediation. (a) Indemnitors shall, and shall cause Property Manager to, maintain appropriate moisture control and mold prevention practices at each Property, including proper ventilation, HVAC maintenance, prompt repair of water leaks and water intrusion, and regular inspection for evidence of mold growth, moisture accumulation, and water damage. (b) In the event mold or mold-like sub

Section 4.1 Scope of Indemnification. Indemnitors, jointly and severally, hereby agree to indemnify, defend (with counsel reasonably acceptable to Indemnitee), and hold harmless Indemnitee from and against any and all Environmental Liabilities arising from or in any way relating to any of the following: (a) Any breach of any of the environmental representations and warranties set forth in Article II of this Agreement

Section 4.2 Costs and Expenses. In addition to, and without limitation of, the indemnification obligations set forth in Section 4.1, Indemnitors shall promptly reimburse Indemnitee for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees, environmental consultants' fees, engineers' fees, and expert fees) incurred by Indemnitee in connection with: (a) Investigating

Section 4.3 Strict Liability / No Fault Requirement. The indemnification, defense, and hold harmless obligations of the Indemnitors under this Article IV shall be absolute, unconditional, and irrevocable, and shall apply regardless of any one or more of the following: (a) Whether any Indemnitor caused, contributed to, or had any involvement in the environmental condition, Release, violation, or other matter giving ri

Section 4.4 Defense of Claims. (a) Indemnitors shall have the right to control the defense of any Claim covered by the indemnification obligations hereunder, provided that: (i) Indemnitors shall give Indemnitee prompt written notice of the assumption of such defense and shall retain counsel that is reasonably satisfactory to Indemnitee; (ii) Indemnitee shall be given a reasonable opportunity to participate in the def

ARTICLE V SURVIVAL AND NON-RECOURSE CARVE-OUT

Section 5.1 Survival. The representations, warranties, covenants, agreements, indemnification obligations, and all other obligations of Indemnitors under this Environmental Indemnity Agreement shall survive, and shall not be affected, limited, diminished, or terminated by, any one or more of the following: (a) The repayment, satisfaction, discharge, or cancellation of the Loan, the Note, and the other Loan Documents,

Section 5.2 Relationship to Non-Recourse Provisions. (a) Notwithstanding anything to the contrary contained in the Loan Agreement, the Guaranty, the Note, any Security Instrument, or any other Loan Document, the obligations of each Indemnitor under this Environmental Indemnity Agreement constitute independent, absolute, and unconditional personal obligations of each such Indemnitor. The obligations of Guarantor hereu

Section 5.3 Securitization; Successors and Assigns. (a) All obligations of Indemnitors under this Agreement shall run with and bind the Properties and shall inure to the benefit of Indemnitee and its successors and assigns, including, without limitation, any trustee, master servicer, primary servicer, special servicer, operating advisor, certificate holder, noteholder, or other Person who acquires any interest in the

ARTICLE VI GUARANTOR OBLIGATIONS

Section 6.1 Guarantor's Undertaking. Fairwater Real Estate Investment Trust, as Guarantor, hereby unconditionally and irrevocably guarantees to Indemnitee the full and punctual performance and observance by each SPE Indemnitor of all obligations, covenants, agreements, representations, warranties, and undertakings of such SPE Indemnitor under this Agreement, including, without limitation, all indemnification obligati

Section 6.2 Waivers by Guarantor. Guarantor hereby expressly and unconditionally waives, to the fullest extent permitted by applicable law: (a) Notice of acceptance of this Agreement by Indemnitee and notice of the existence, creation, incurrence, or assumption of any obligation or liability hereunder or under any Loan Document; (b) Presentment, demand for payment or performance, protest, and notice of protest, notic

Section 6.3 Guarantor's Financial Condition. Guarantor hereby represents and warrants to Indemnitee that, as of the date hereof: (a) Guarantor has a tangible net worth (determined in accordance with generally accepted accounting principles consistently applied) of not less than Seven Hundred Fifty Million Dollars ($750,000,000), which amount is consistent with the minimum tangible net worth covenant set forth in the

Section 6.4 REIT Status Considerations. (a) Notwithstanding any other provision of this Agreement, no provision of this Agreement shall be construed to limit, restrict, or prohibit Guarantor's ability to make distributions to its shareholders that are required to maintain Guarantor's qualification as a REIT under Sections 856 through 860 of the Code, including the requirement that Guarantor distribute at least ninety

ARTICLE VII SUBROGATION AND CONTRIBUTION

Section 7.1 Waiver of Subrogation. Indemnitors hereby irrevocably waive any and all rights of subrogation, reimbursement, indemnification, contribution, exoneration, or similar claims against any prior owner, operator, or occupant of any Property (including, without limitation, Meridian Sunstone Holdings LLC and its affiliates, successors, and assigns), or against any other Person, that could delay, impair, reduce, o

Section 7.2 Contribution Among Indemnitors. (a) As between and among the fourteen (14) SPE Indemnitors, contribution obligations with respect to Environmental Liabilities arising under this Agreement shall be allocated on the basis of the relative appraised value of each Property as set forth on Exhibit A attached hereto, with each SPE Indemnitor bearing a proportionate share of any aggregate Environmental Liability