Contract analysis

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 liab

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

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

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 tend

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 pay

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

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

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

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 a

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;

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 R

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, inc

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 Pa

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

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 conditio

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

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

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 L