Contract analysis

Section 1.1 — Defined Terms As used in this Mortgage, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement. "Borrower" or "Mortgagor" means Fairwater Sun Belt [_] LLC, a Delaware limited liability company, being the applicable single-purpose entity for the county-specific instrument in which this

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) terms not defined herein shall have the meanings ascribed to them in the Loan Agreement; (b) all references to "this Mortgage" shall include all amendments, restatements, supplements, and modifications hereof; (c) the singular shall include the plural and vice versa, and each gender shall include every other gender; (d) the words "include,

Section 2.1 — Grant of Mortgage Lien For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of the Secured Obligations, the Mortgagor hereby irrevocably GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, MORTGAGES, PLEDGES, SETS OVER, and HYPOTHECATES to the Mortgagee, and its successors and assigns forever, the following described proper

Section 2.2 — Habendum TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, appurtenances, and immunities thereunto belonging or in any way appertaining, unto the Mortgagee, its successors and assigns, forever, subject to the terms and conditions of this Mortgage and the other Loan Documents; provided, however, that if the Mortgagor shall pay and perform all of the Secured Obligations in

Section 2.3 — Security Interest Under Texas Uniform Commercial Code In addition to the mortgage lien created hereby, the Mortgagor hereby grants to the Mortgagee a continuing first-priority security interest under the Texas Business and Commerce Code (the "Texas UCC") in and to all Personal Property, Fixtures, Leases, Rents, accounts, deposit accounts, general intangibles, chattel paper, instruments, investment prope

Section 2.4 — Secured Obligations This Mortgage and the lien, security interest, and assignment created hereunder secure the full and timely payment and performance of all Secured Obligations, including, without limitation: (a) all principal of the Loan in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000.00); (b) all interest thereon at the fixed rate of 6.25% per annum (and

ARTICLE III REPRESENTATIONS, WARRANTIES, AND COVENANTS OF MORTGAGOR

Section 3.1 — Title and Authority The Mortgagor represents, warrants, and covenants to the Mortgagee as follows: (a) The Mortgagor is a Delaware limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of Texas. The Mortgagor's sole member is Fairwater Operating Partnership

Section 3.2 — Single-Purpose Entity Covenants (a) The Mortgagor is a single-purpose entity formed for the sole purpose of owning, holding, and operating the Mortgaged Property, and the Mortgagor has not engaged and shall not engage in any business or activity other than the ownership, operation, management, leasing, and maintenance of the Mortgaged Property and activities incidental thereto. (b) The Mortgagor shall a

Section 3.3 — Payment of Secured Obligations The Mortgagor shall timely pay, or cause to be paid, all amounts due under the Note, the Loan Agreement, and the other Loan Documents in accordance with the terms thereof, including, without limitation, all monthly installments of principal and interest (currently approximately $1,477,846.00 per month, based on the thirty (30)-year amortization schedule at the fixed rate o

Section 3.4 — Maintenance and Repair (a) The Mortgagor shall keep and maintain the Mortgaged Property in good order, condition, and repair, shall make all necessary repairs and replacements thereto (structural and non-structural, ordinary and extraordinary, foreseen and unforeseen), and shall not commit or suffer to be committed any waste of the Mortgaged Property. The Mortgagor shall not remove, demolish, materially

Section 3.5 — Insurance (a) The Mortgagor shall obtain and maintain, at its sole cost and expense, such insurance coverages as are required by the Loan Agreement, including, without limitation: (i) property/casualty insurance (on an "all risk" or "special form" basis) covering the Improvements and Personal Property in an amount not less than the full replacement cost of the Improvements; (ii) commercial general liabi

Section 3.6 — Payment of Taxes and Impositions (a) The Mortgagor shall pay, or cause to be paid, all real property taxes, personal property taxes, assessments (general and special), water and sewer charges, utility charges, and all other taxes, charges, levies, and impositions of every kind and nature (collectively, "Impositions") now or hereafter assessed, levied, confirmed, or imposed against the Mortgaged Property

Section 3.7 — Compliance with Laws The Mortgagor shall promptly comply with, and shall cause the Mortgaged Property to comply with, all federal, state, and local laws, statutes, rules, regulations, codes, ordinances, orders, directives, and requirements applicable to the Mortgaged Property or any part thereof or to the ownership, use, occupancy, operation, management, maintenance, or condition of the Mortgaged Proper

Section 3.8 — Environmental Matters (a) The Mortgagor represents and warrants that, to its knowledge after due inquiry and investigation (including the review of Phase I Environmental Site Assessments prepared in connection with the closing of the Loan), no hazardous substances, hazardous materials, toxic substances, pollutants, contaminants, petroleum products, asbestos-containing materials, polychlorinated biphenyl

Section 3.9 — No Liens or Encumbrances (a) The Mortgagor shall not create, incur, assume, suffer, or permit to exist any lien, encumbrance, charge, or claim against or on the Mortgaged Property or any part thereof, other than the Permitted Encumbrances and the lien and security interest created by this Mortgage and the other Loan Documents. (b) The Mortgagor shall promptly discharge or bond over (in accordance with a

Section 3.10 — Transfer Restrictions (a) The Mortgagor shall not, without the prior written consent of the Mortgagee, sell, convey, transfer, assign, pledge, encumber, or otherwise dispose of the Mortgaged Property or any part thereof or any interest therein (whether legal or equitable), or permit any change in the ownership or control of the Mortgagor or any direct or indirect equity interest therein, except as expr

Section 3.11 — Property Management (a) The Mortgaged Property shall at all times be managed and operated by Fairwater Residential Management LLC (EIN 52-2953810) pursuant to the Property Management Agreement effective as of July 1, 2025, or by such replacement property manager as may be approved in writing by the Mortgagee in accordance with the Loan Agreement. (b) The Mortgagor shall not terminate, amend, modify, or

Section 3.12 — Further Assurances The Mortgagor shall, at its sole cost and expense, execute and deliver, or cause to be executed and delivered, to the Mortgagee such further instruments, documents, certificates, and agreements as the Mortgagee may from time to time reasonably request to perfect, protect, and maintain the first-priority lien and security interest of this Mortgage, including, without limitation, any U

Section 3.13 — Reserves The Mortgagor shall fund and maintain such reserve accounts as are required under the Loan Agreement and the Cash Management Agreement, including, without limitation, reserves for (a) real property taxes and assessments, (b) insurance premiums, (c) capital expenditures and replacements, (d) leasing commissions, and (e) such other purposes as may be required by the Loan Agreement. All reserve d

Section 3.14 — Estoppel Certificates The Mortgagor shall, within ten (10) business days after written request by the Mortgagee (or within such other period as may be specified in the Loan Agreement), execute and deliver to the Mortgagee, or to any person or entity designated by the Mortgagee, a written estoppel certificate in the form required by the Loan Agreement, confirming (a) the outstanding principal balance of

ARTICLE IV ASSIGNMENT OF LEASES AND RENTS

Section 4.1 — Assignment As additional security for the Secured Obligations, the Mortgagor hereby absolutely and unconditionally assigns, transfers, sets over, and conveys to the Mortgagee all of the Mortgagor's right, title, and interest in, to, and under (a) all Leases now existing or hereafter entered into with respect to the Mortgaged Property or any part thereof, together with all extensions, renewals, modificat

Section 4.2 — Revocable License to Collect Rents Notwithstanding the absolute assignment of Leases and Rents set forth in Section 4.1 above, the Mortgagee hereby grants to the Mortgagor a revocable license to collect, receive, use, and enjoy the Rents from the Mortgaged Property, subject to the terms and conditions of the Cash Management Agreement and the other Loan Documents. The license granted herein shall be revo

Section 4.3 — Lease Covenants (a) The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to residential leases entered into in the ordinary course of business): (i) enter into any lease, sublease, license, concession, or other occupancy agreement, or any material amendment, modification, extension, or renewal

Section 4.4 — Mortgagee's Rights Upon Default (a) Upon the occurrence and during the continuance of an Event of Default, and without limiting any other rights or remedies of the Mortgagee hereunder, under the other Loan Documents, at law, or in equity, the Mortgagee may, at its option, without notice to or demand upon the Mortgagor (except as required by applicable law): (i) enter upon and take possession of the Mort

Section 4.5 — Subordination, Non-Disturbance, and Attornment The Mortgagee agrees to enter into subordination, non-disturbance, and attornment agreements ("SNDA Agreements") with tenants under commercial leases (if any) at the Mortgaged Property, on such terms and in such form as the Mortgagee may require, upon the reasonable request of the Mortgagor or such tenants. With respect to residential apartment leases, the

Section 5.1 — Cash Management Agreement This Article V is subject to, and shall be interpreted in accordance with, the Cash Management Agreement of even date herewith, which sets forth the detailed terms and conditions governing the collection, deposit, and application of Rents and other revenues from the Mortgaged Property. To the extent of any conflict between this Article V and the Cash Management Agreement, the C

Section 5.2 — Application of Rents During Cash Management Period During any Cash Management Period, all Rents and other revenues from the Mortgaged Property shall be collected and applied in accordance with the waterfall order of priority set forth in the Cash Management Agreement, which generally provides for application in the following order: (a) first, to the payment of monthly debt service on the Loan (principal

ARTICLE VI CASUALTY AND CONDEMNATION

Section 6.1 — Casualty (a) Notice. The Mortgagor shall promptly notify the Mortgagee in writing of any fire, casualty, or other damage or destruction affecting the Mortgaged Property or any material portion thereof, and shall provide such information and documentation regarding the casualty as the Mortgagee may reasonably request. (b) Insurance Proceeds. All insurance proceeds received or receivable on account of any

Section 6.2 — Condemnation (a) Notice. The Mortgagor shall promptly notify the Mortgagee in writing of any actual, threatened, or contemplated taking, condemnation, or exercise of the power of eminent domain (whether temporary or permanent, partial or complete) affecting the Mortgaged Property or any portion thereof, and of the institution of any proceedings therefor, and shall deliver to the Mortgagee copies of all

Section 6.3 — Application of Proceeds (a) All insurance proceeds and condemnation awards held by the Mortgagee shall be invested in such investments as the Mortgagee may approve and shall be disbursed, to the extent applied to restoration, in accordance with the disbursement procedures set forth in the Loan Agreement. (b) To the extent that insurance proceeds or condemnation awards are applied to the reduction of the

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default Each of the following shall constitute an "Event of Default" hereunder: (a) any "Event of Default" as defined in the Loan Agreement; and (b) without limiting the generality of the foregoing, the following Texas-law specific defaults: (i) failure of the Mortgagor to pay any real property taxes, assessments, or other Impositions prior to such taxes or assessments becoming delinquent, res

Section 7.2 — Acceleration Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may, at its option, by written notice to the Mortgagor, declare all Secured Obligations to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind (all of which are hereby expressly waived by the Mortgagor to t

Section 7.3 — Foreclosure (a) Generally. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may institute proceedings to foreclose this Mortgage pursuant to the laws of the State of Texas, including, at the Mortgagee's