1036-00001 · Banking & Finance practice group · Transaction Documents

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PREPARED BY AND UPON RECORDATION RETURN TO:

Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022

Attention: Philip Hartmann

Calderwood & Harkness Matter No. 1036-00001

ENVIRONMENTAL INDEMNITY AGREEMENT

Loan Amount: $240,000,000

Dated as of November 28, 2025

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of November 28, 2025, by and among:

INDEMNITORS (collectively, "Borrower"):

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 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044 (NYSE: FWTR; EIN: 52-2847193) ("Guarantor");

in favor of:

INDEMNITEE:

CLARENDON METROPOLITAN INSURANCE COMPANY, a New York domiciled insurance company, having its principal office at 1 MetroTech Center, Brooklyn, New York 11201 (NAIC No. 38921), and its successors and assigns, including any trustee, servicer, special servicer, or certificate holder of the anticipated CMBS securitization trust CLRN 2025-C14 or any successor trust ("Indemnitee" or "Lender").

Borrower, Guarantor, and Indemnitee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties." Borrower and Guarantor are collectively referred to herein as the "Indemnitors."

RECITALS

A. The Loan. Indemnitee (as "Lender") and Borrower (as "Borrower") have entered into 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"), pursuant to which Lender has agreed to make a loan to Borrower in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) (the "Loan"). The Loan is evidenced by that certain Promissory Note of even date herewith in the principal amount of $240,000,000 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Note"), bearing interest at a fixed rate of 6.25% per annum, with a term of ten (10) years maturing on December 1, 2035, and a thirty (30)-year amortization schedule.

B. The Properties. The Loan is secured by, among other things, first-priority mortgage liens on fourteen (14) multifamily residential properties comprising approximately four thousand two hundred (4,200) units located across the states of Texas, Georgia, Florida, North Carolina, and Tennessee (collectively, the "Properties" or the "Sun Belt Portfolio"), as more particularly described on Exhibit A attached hereto and incorporated herein by reference.

C. The Security Instruments. In connection with the Loan, each SPE Indemnitor has executed and delivered to Lender a mortgage, deed to secure debt, and/or deed of trust, as applicable under the laws of the state in which the applicable Property is located (together with any amendments, modifications, supplements, consolidations, replacements, and restatements thereof, collectively, the "Security Instruments"), which Security Instruments have been or will be recorded in the applicable county recording offices in the states of Texas, Georgia, Florida, North Carolina, and Tennessee. In addition, each SPE Indemnitor has executed and delivered assignments of leases and rents, UCC-1 financing statements, and other collateral documents as required under the Loan Agreement.

D. The Guaranty. In connection with the Loan, Fairwater Real Estate Investment Trust has executed and delivered that certain Non-Recourse Carve-Out Guaranty Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty"), pursuant to which Guarantor has guaranteed certain non-recourse carve-out obligations of Borrower under the Loan Documents, including, without limitation, environmental liabilities.

E. Condition to Loan. Lender has required the execution and delivery of this Environmental Indemnity Agreement by each Indemnitor as a condition precedent to the making of the Loan and the disbursement of Loan proceeds.

F. Property Ownership Structure. Each Property is owned by a separate SPE Indemnitor. All fourteen (14) SPE Indemnitors are wholly owned subsidiaries of Fairwater Operating Partnership, L.P. (EIN: 52-2847201), a Delaware limited partnership ("Operating Partnership"), of which Fairwater Real Estate Investment Trust is the sole general partner holding a 99.2% partnership interest. Each SPE Indemnitor was formed as a single-purpose, bankruptcy-remote entity in accordance with the organizational requirements set forth in the Loan Agreement. The Properties were acquired by the SPE Indemnitors from Meridian Sunstone Holdings LLC and its affiliates pursuant to a portfolio acquisition that closed on June 30, 2025.

G. REIT Status. Guarantor has elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is required to distribute at least ninety percent (90%) of its taxable income to maintain such status.

NOW, THEREFORE, in consideration of the foregoing recitals, the making of the Loan by Indemnitee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

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 Belt VI LLC, Fairwater Sun Belt VII LLC, Fairwater Sun Belt VIII LLC, Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC, each a Delaware limited liability company.

"Claim" means any demand, claim, cause of action, suit, proceeding, hearing, order, directive, investigation, notice of violation, citation, summons, subpoena, or similar assertion or action by any governmental authority, quasi-governmental entity, or third party (including any private litigant) relating to or arising from Environmental Laws, Hazardous Substances, or environmental conditions at, on, under, from, or affecting any Property, whether administrative, civil, criminal, or otherwise.

"Clean-Up" means any investigation, study, assessment, sampling, monitoring, containment, clean-up, remediation, removal, corrective action, response action, closure, abatement, restoration, reclamation, or other action required or recommended under any Environmental Law or by any governmental authority with jurisdiction over any Property or any Hazardous Substances thereon, including any operation and maintenance activities, institutional or engineering controls, deed restrictions, or other measures implemented in connection therewith.

"Environmental Law" means all applicable federal, state, and local laws, statutes, codes, ordinances, rules, regulations, standards, policies, orders, directives, guidance documents, permits, licenses, authorizations, and requirements, in each case as the same may be amended, supplemented, or replaced from time to time, pertaining to the environment, natural resources, human health and safety (as related to exposure to Hazardous Substances), or Hazardous Substances, including but not limited to: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; (b) the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; (c) the Federal Water Pollution Control Act (the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; (d) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (e) the Toxic Substances Control Act ("TSCA"), 15 U.S.C. §§ 2601 et seq.; (f) the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. §§ 136 et seq.; (g) the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (h) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §§ 11001 et seq.; (i) the Occupational Safety and Health Act ("OSHA"), 29 U.S.C. §§ 651 et seq. (to the extent relating to Hazardous Substances); (j) the Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 U.S.C. §§ 4851 et seq.; and (k) all corresponding and analogous state environmental laws and regulations of the states of Texas (including the Texas Solid Waste Disposal Act, the Texas Clean Air Act, and the Texas Water Code), Georgia (including the Georgia Hazardous Waste Management Act and the Georgia Comprehensive Solid Waste Management Act), Florida (including the Florida Environmental Reorganization Act and Chapter 376 of the Florida Statutes), North Carolina (including the North Carolina Solid Waste Management Act and the North Carolina Oil Pollution and Hazardous Substances Control Act), and Tennessee (including the Tennessee Solid Waste Disposal Act and the Tennessee Hazardous Waste Management Act), as well as all applicable local ordinances, rules, and regulations of the counties and municipalities in which the Properties are located.

"Environmental Liabilities" means any and all losses, liabilities, obligations, damages (including consequential and punitive damages to the extent awarded to third parties), costs, expenses (including, without limitation, reasonable attorneys' fees, environmental consultants' fees, engineers' fees, laboratory fees, and court costs), fines, penalties, charges, judgments, awards, amounts paid in settlement, and claims, in each case arising from or related to: (a) the presence, existence, Release, threatened Release, or migration of Hazardous Substances on, under, from, or affecting any Property or any adjoining or nearby property; (b) any violation of or non-compliance with any Environmental Law with respect to any Property or the operation thereof; (c) any Clean-Up obligations with respect to any Property; or (d) any Claims.

"Guarantor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.

"Hazardous Substances" means all substances, materials, wastes, pollutants, or contaminants that are defined, listed, classified, designated, characterized, or regulated as hazardous, toxic, radioactive, dangerous, or as a pollutant or contaminant under any Environmental Law, including, without limitation: (a) petroleum and petroleum products, including crude oil, refined petroleum products, and any fractions, derivatives, or additives thereof; (b) natural gas, synthetic gas, and any mixtures thereof; (c) asbestos and asbestos-containing materials in any form or condition; (d) polychlorinated biphenyls ("PCBs") and equipment or materials containing PCBs; (e) lead and lead-based paint; (f) radon gas; (g) mold, mildew, fungi, and mycotoxins, to the extent regulated under applicable Environmental Laws or to the extent presenting a health hazard at the applicable Property; (h) per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acid ("PFOA") and perfluorooctane sulfonate ("PFOS"); (i) urea formaldehyde foam insulation; (j) any substance listed on the National Priorities List under CERCLA or any analogous state list; (k) any substance for which a reportable quantity has been established pursuant to CERCLA or EPCRA; and (l) any other substance, material, or waste that is or becomes regulated under any Environmental Law or that may give rise to liability under any Environmental Law.

"Indemnitee" means Clarendon Metropolitan Insurance Company, a New York domiciled insurance company, and its successors and assigns, including, without limitation, any securitization trust (including CLRN 2025-C14 or any successor trust), master servicer, primary servicer, special servicer, operating advisor, trustee, certificate holder, noteholder, and their respective affiliates, subsidiaries, directors, officers, employees, agents, representatives, and any other Person who may hold or acquire any interest in the Loan or the Loan Documents.

"Indemnitors" means, collectively, Borrower and Guarantor, jointly and severally.

"Loan Agreement" means the Loan Agreement dated as of the date hereof, among Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, the Loan Agreement, the Note, the Security Instruments, the Guaranty, this Environmental Indemnity Agreement, all assignments of leases and rents, all UCC financing statements, and all other documents, instruments, and agreements executed and delivered in connection with the Loan.

"Note" means the Promissory Note in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) dated as of the date hereof, made by Borrower payable to the order of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Operating Partnership" means Fairwater Operating Partnership, L.P. (EIN: 52-2847201), a Delaware limited partnership, of which Guarantor is the sole general partner.

"Permitted Hazardous Substances" means Hazardous Substances that are customarily used in the ordinary course of operating and maintaining multifamily residential properties of the type, character, and quality comparable to the Properties (including, by way of example only, cleaning supplies, janitorial products, pool maintenance chemicals, landscaping materials and pesticides, paints, solvents, and lubricants), in each case: (a) in such quantities as are customary and reasonable for such purposes; (b) stored, used, handled, and disposed of in a manner consistent with all applicable Environmental Laws and good property management practices; and (c) not giving rise to any reportable Release or any remediation obligation under any Environmental Law.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity.

"Properties" means the fourteen (14) multifamily residential properties described on Exhibit A attached hereto and incorporated herein by reference, each secured by a Security Instrument, comprising approximately four thousand two hundred (4,200) residential apartment units located in the states of Texas (five (5) properties), Georgia (three (3) properties), Florida (three (3) properties), North Carolina (two (2) properties), and Tennessee (one (1) property), together with all buildings, structures, improvements, fixtures, equipment, and appurtenances thereto, and all easements, rights-of-way, and other interests appurtenant thereto. Each Property is individually referred to herein as a "Property."

"Property Manager" means Fairwater Residential Management LLC (EIN: 52-2953810), a Delaware limited liability company and wholly owned subsidiary of Operating Partnership, in its capacity as property manager of the Properties under the property management agreements effective July 1, 2025, or any successor property manager approved in accordance with the Loan Agreement.

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, migrating, seeping, filtering, flowing, or disposing of Hazardous Substances into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, containers, tanks, or other receptacles containing or previously containing Hazardous Substances, whether sudden or gradual, intentional or unintentional, known or unknown.

"Security Instruments" means, collectively, the mortgages, deeds to secure debt, and/or deeds of trust, as applicable, executed and delivered by the applicable SPE Indemnitor to Lender and encumbering the applicable Property to secure the Loan, together with all amendments, modifications, supplements, consolidations, replacements, and restatements thereof.

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 terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular section, article, or provision hereof unless expressly so stated.

(c) Section headings and article headings used herein are for convenience of reference only, are not part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

(d) References to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation.

(e) References to any Person shall include such Person's successors and permitted assigns.

(f) This Agreement shall be construed in accordance with the laws of the State of New York, as further set forth in Section 8.1, without giving effect to the principles of conflicts of law thereunder.

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 on, in, under, or at the Property in violation of any Environmental Law, except for Permitted Hazardous Substances used in the ordinary course of operating and maintaining the Property as a multifamily residential community.

(b) No Prior or Ongoing Releases. To the best of Borrower's knowledge after diligent inquiry, there has been no prior or ongoing Release of Hazardous Substances on, from, under, or at the Property, or from the Property onto any adjacent or nearby property, in quantities or concentrations that would require reporting, investigation, or remediation under any Environmental Law.

(c) No Storage Tanks or Abandoned Wells. There are no underground storage tanks, above-ground storage tanks (other than water heaters, HVAC equipment, and pool chemical storage systems of the type customarily found at multifamily residential properties), or abandoned wells of any kind located on or at the Property.

(d) No Asbestos or Lead-Based Paint Violations. The Property does not contain asbestos-containing materials or lead-based paint in violation of any applicable federal, state, or local law, regulation, or ordinance. Each of the Properties in the Sun Belt Portfolio was constructed between 2014 and 2021, as more particularly described on Exhibit A, and accordingly all Properties were constructed after 1978, thereby substantially reducing or eliminating the risk of lead-based paint. No asbestos-containing materials were used in the construction of the Property.

(e) No Pending or Threatened Claims. There are no pending or, to the best of Borrower's knowledge after diligent inquiry, threatened Claims, actions, suits, proceedings, investigations, hearings, or notices of violation by any governmental authority or any third party relating to Environmental Laws or Hazardous Substances with respect to the Property.

(f) No Governmental Orders. The Property is not subject to any outstanding governmental orders, consent decrees, consent orders, administrative orders, court orders, or other directives of any governmental authority requiring or relating to any Clean-Up or remediation of Hazardous Substances or any other action under Environmental Law.

(g) Environmental Permits. All environmental permits, licenses, approvals, authorizations, registrations, and certifications required under Environmental Laws for the current use, operation, and maintenance of the Property (including, without limitation, any permits related to stormwater discharge, wastewater treatment, and air emissions from emergency generators, if applicable) have been duly obtained, are in full force and effect, are not subject to any pending or threatened revocation, suspension, modification, or non-renewal, and Borrower and Property Manager are in compliance with the terms and conditions thereof.

(h) No Landfill or Waste Disposal. The Property has not been used, in whole or in part, as a landfill, dump site, waste disposal facility, waste transfer station, or waste recycling facility, and no portion of the Property is located on or adjacent to (within one-quarter mile of) any active or closed landfill or waste disposal facility listed on any federal or state database.

(i) Environmental Reports. The Phase I Environmental Site Assessments (and any Phase II Environmental Site Assessments, if applicable) listed on Exhibit C attached hereto, which have been delivered to Indemnitee in connection with the Loan, are true, correct, and complete in all material respects as of their respective dates. Borrower is not aware of any material fact, circumstance, or condition relating to the environmental status of any Property that was not disclosed in or is inconsistent with such environmental reports.

(j) No PCBs, Radioactive Materials, or PFAS Contamination. To the best of Borrower's knowledge after diligent inquiry, no polychlorinated biphenyls (PCBs), radioactive materials, or per- and polyfluoroalkyl substances (PFAS) are present on, in, under, or at the Property at levels or concentrations that would require investigation, remediation, or other corrective action under any Environmental Law.

(k) Property Management Compliance. Fairwater Residential Management LLC, in its capacity as Property Manager of each Property under the property management agreements effective July 1, 2025, is conducting the management and operation of each Property in compliance with all applicable Environmental Laws and has implemented appropriate environmental management practices and procedures consistent with prudent multifamily residential property management.

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 diligence materials delivered to Indemnitee in connection with the Loan.

(b) Guarantor confirms that each SPE Indemnitor has been duly authorized to execute and deliver this Agreement, to make the representations and warranties set forth in Section 2.1, and to perform its obligations hereunder, and that such authorization has been obtained in accordance with the organizational documents of each SPE Indemnitor, Operating Partnership, and Guarantor.

(c) Guarantor has reviewed, or has caused to be reviewed on its behalf, the environmental reports listed on Exhibit C and is not aware of any material inaccuracy, incompleteness, or omission therein.

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 thereof. Indemnitors shall obtain, maintain in full force and effect, and comply with all environmental permits, licenses, approvals, authorizations, registrations, and certifications required under any Environmental Law with respect to each Property. Indemnitors shall not take or permit any action that would cause any environmental permit to be revoked, suspended, modified, or rendered ineffective.

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 multifamily residential communities. Without limiting the generality of the foregoing:

(a) No underground storage tanks or above-ground storage tanks (other than those customarily found at multifamily residential properties, such as water heaters, pool chemical storage containers, and HVAC equipment) shall be installed, maintained, or operated on any Property without the prior written consent of Indemnitee, which consent may be withheld in Indemnitee's sole and absolute discretion.

(b) No dry-cleaning operations, gasoline service stations, automobile repair facilities, industrial manufacturing operations, or other commercial activities involving the routine use, storage, or disposal of Hazardous Substances (other than Permitted Hazardous Substances) shall be conducted on any Property.

(c) Indemnitors shall not permit any tenant, occupant, or other Person to use any portion of any Property for the storage, treatment, generation, or disposal of Hazardous Substances in violation of Environmental Laws or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

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 or concentrations that may require reporting, investigation, or remediation under any Environmental Law;

(b) Any Claim, notice of violation, citation, enforcement action, investigation, inquiry, information request, or similar communication from any governmental authority or any third party relating to Environmental Laws, Hazardous Substances, or environmental conditions with respect to any Property;

(c) Any discovery of previously unknown environmental conditions at any Property, including the discovery of any underground storage tanks, contaminated soil, contaminated groundwater, asbestos-containing materials, lead-based paint, mold conditions requiring professional remediation, or PFAS contamination;

(d) Any pending or proposed changes to Environmental Laws at the federal, state, or local level that could reasonably be expected to have a material adverse effect on the Properties or the obligations of Indemnitors under this Agreement or the Loan Documents; and

(e) Any report, notice, or filing made by or on behalf of any Indemnitor or Property Manager to any governmental authority under any Environmental Law with respect to any Property, including any Tier II reporting under EPCRA or any release notification under CERCLA or applicable state law.

Each such notice shall include a description in reasonable detail of the event or condition, the Property or Properties affected, the actions taken or proposed to be taken by Indemnitors, and copies of all relevant notices, reports, correspondence, and other documents received from or submitted to any governmental authority.

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, tests, sampling, monitoring, and studies of any Property (including invasive testing and subsurface investigations) upon reasonable grounds to believe that an environmental condition, a Release of Hazardous Substances, a violation of Environmental Laws, or any other matter that could give rise to Environmental Liabilities exists or may exist at such Property. Such reasonable grounds shall include, without limitation, the receipt of any notice, report, or complaint from any governmental authority, any tenant, or any third party, or the observation of any condition or circumstance that could reasonably indicate the presence of Hazardous Substances or a violation of Environmental Laws.

(b) Indemnitor-Retained Assessments. If Indemnitee reasonably determines that an environmental condition may exist at any Property, Indemnitee may, in addition to or in lieu of exercising its rights under subsection (a) above, require Indemnitors, at Indemnitors' sole cost and expense, to retain a qualified environmental consultant or engineer (which consultant or engineer shall be reasonably acceptable to Indemnitee) to conduct a Phase I Environmental Site Assessment and/or a Phase II Environmental Site Assessment of such Property, in accordance with the then-current ASTM standards (E1527 and E1903, or any successor standards), and to deliver to Indemnitee a copy of all resulting reports, findings, recommendations, and correspondence within the timeframe reasonably specified by Indemnitee.

(c) Routine Assessments. Indemnitee shall have the right, at Indemnitee's own expense (absent reasonable grounds for concern as described in subsection (a) above), to conduct or cause to be conducted routine environmental assessments, inspections, and walk-throughs of the Properties upon reasonable prior written notice to Indemnitors. Indemnitors shall cooperate with and shall cause Property Manager to cooperate with all such assessments, including by providing access to all portions of each Property and by making available all relevant records, documents, and personnel. No such routine assessment shall unreasonably interfere with the operation of the Properties or the rights of tenants therein.

(d) Access and Cooperation. Indemnitors shall, and shall cause Property Manager and all tenants (to the extent permitted by the applicable lease) to, provide Indemnitee and its agents, consultants, and contractors with reasonable access to the Properties for the purpose of conducting any environmental assessment, inspection, investigation, or test authorized under this Section 3.4. Indemnitors shall cooperate fully and promptly with all such activities, including by making available all records, documents, plans, permits, and other information relating to environmental conditions at the Properties.

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 conducted in accordance with all applicable Environmental Laws and in a manner designed to achieve the least restrictive cleanup standards applicable to the then-current use of the Property as a multifamily residential community.

(b) All remediation activities shall be conducted to the satisfaction of the applicable governmental authority having jurisdiction and to the reasonable satisfaction of Indemnitee. Indemnitors shall not select any remediation approach or remediation standard that relies on institutional controls, engineering controls, deed restrictions, or use limitations that could adversely affect the value or the marketability of the Property without the prior written consent of Indemnitee, which consent may be withheld in Indemnitee's sole and absolute discretion.

(c) Indemnitors shall provide Indemnitee with copies of all remediation plans, workplans, corrective action plans, progress reports, monitoring reports, laboratory results, closure reports, no-further-action letters, and all correspondence with governmental authorities relating to any Clean-Up, promptly upon the preparation or receipt thereof. Indemnitors shall not enter into any consent decree, consent order, voluntary cleanup agreement, or similar arrangement with any governmental authority with respect to any Property without the prior written consent of Indemnitee (not to be unreasonably withheld, conditioned, or delayed).

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, generating, treating, or disposing of Hazardous Substances at the Property other than in customary household quantities and in accordance with all applicable Environmental Laws; and (iii) granting the landlord the right to inspect the premises for compliance with Environmental Laws and to take corrective action at the tenant's expense in the event of non-compliance.

(b) Indemnitors shall use commercially reasonable efforts to enforce the environmental provisions in all leases, license agreements, and occupancy agreements and shall promptly notify Indemnitee of any material tenant violation of environmental obligations or any tenant activity that could reasonably be expected to give rise to a Release of Hazardous Substances or a violation of Environmental Laws.

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 substances are discovered at any Property in concentrations or conditions that may adversely affect indoor air quality, tenant health, or the structural integrity of the improvements, Indemnitors shall promptly undertake and diligently pursue remediation of such mold conditions in accordance with applicable standards and guidelines, including the guidelines published by the U.S. Environmental Protection Agency, the applicable state health department, and any applicable local requirements. Indemnitors shall promptly notify Indemnitee of any mold condition requiring professional remediation and shall provide Indemnitee with copies of all remediation plans and completion reports.

ARTICLE IV

INDEMNIFICATION

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, whether known or unknown at the time made;

(b) The presence, existence, Release, threatened Release, discharge, migration, or disposal of any Hazardous Substances on, in, under, from, or affecting any Property or any adjacent or nearby property as a result of conditions at any Property, regardless of when such condition first arose or originated (including, without limitation, pre-acquisition conditions originating prior to the Borrower's acquisition of the Properties from Meridian Sunstone Holdings LLC on June 30, 2025, and conditions that may have originated during or prior to the construction of any Property);

(c) Any violation of, non-compliance with, or liability under any Environmental Law with respect to any Property or the ownership, use, operation, maintenance, or management thereof, whether by Borrower, Guarantor, Property Manager, any tenant, any prior owner (including Meridian Sunstone Holdings LLC), any prior operator, or any other Person;

(d) Any Clean-Up or remediation of any Property, including any costs of investigation, monitoring, sampling, testing, removal, containment, treatment, transportation, disposal, restoration, and any operation and maintenance activities associated therewith;

(e) Any Claim brought, asserted, or threatened by any governmental authority or any third party (including any tenant, occupant, visitor, neighbor, or other Person) relating to Hazardous Substances, environmental conditions, or Environmental Laws with respect to any Property;

(f) Any diminution in value of any Property, or any impairment of the marketability of any Property, resulting from or attributable to actual or suspected environmental contamination or environmental conditions at such Property;

(g) Any personal injury, bodily injury, illness, disease, death, or property damage to any third party (including any tenant, occupant, employee, contractor, invitee, visitor, or neighbor) resulting from or arising out of exposure to Hazardous Substances at, on, under, from, or migrating from any Property;

(h) Any fines, penalties, assessments, charges, sanctions, or other monetary obligations imposed by any governmental authority under any Environmental Law with respect to any Property;

(i) All costs and expenses of investigation, monitoring, testing, sampling, assessment, remediation, removal, containment, treatment, transportation, and disposal of Hazardous Substances at or from any Property; and

(j) All reasonable attorneys' fees, environmental consultants' fees, engineers' fees, laboratory fees, expert witness fees, court costs, arbitration costs, mediation costs, and all other costs and expenses incurred by Indemnitee in connection with any of the foregoing, including costs incurred in enforcing the indemnification obligations set forth in this Article IV.

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, evaluating, monitoring, or responding to any actual or potential Environmental Liability, including any costs of environmental assessments, inspections, sampling, testing, or investigations conducted by or on behalf of Indemnitee pursuant to Section 3.4(a) or otherwise;

(b) Enforcing, or seeking to enforce, the obligations of any Indemnitor under this Agreement, whether by litigation, arbitration, administrative proceedings, or otherwise;

(c) Participating in, monitoring, or responding to any governmental or judicial proceedings, investigations, hearings, or enforcement actions related to Environmental Liabilities affecting any Property; and

(d) Protecting, preserving, or realizing upon the collateral securing the Loan in connection with any environmental condition at any Property, including any costs incurred in connection with any foreclosure, deed in lieu of foreclosure, or other realization upon the Security Instruments.

All amounts payable under this Section 4.2 shall be due and payable within thirty (30) days after written demand therefor by Indemnitee, accompanied by reasonable documentation of the costs and expenses incurred.

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 rise to the Environmental Liability;

(b) Whether the environmental condition existed prior to the Indemnitors' ownership or acquisition of the Properties, including conditions originating during the ownership of Meridian Sunstone Holdings LLC or any predecessor owner, operator, or occupant, and including conditions that may have existed prior to June 30, 2025;

(c) Whether any Indemnitor had actual or constructive knowledge of the environmental condition, Release, violation, or other matter at any time;

(d) Any fault, negligence, gross negligence, willful misconduct, or strict liability (or absence thereof) of any Indemnitor;

(e) Any act, omission, negligence, or misconduct of any tenant, subtenant, occupant, licensee, invitee, contractor, prior owner (including Meridian Sunstone Holdings LLC), prior operator, or any other Person;

(f) Any change in Environmental Laws or the interpretation thereof after the date hereof that increases or extends the scope of liability or the applicable cleanup standards;

(g) Any comparative or contributory negligence of Indemnitee;

(h) The accuracy, completeness, or adequacy of any environmental report, Phase I Environmental Site Assessment, Phase II Environmental Site Assessment, or other environmental study or investigation delivered to Indemnitee in connection with the Loan, whether or not such report was relied upon by Indemnitee; or

(i) Any defense or claim that would otherwise be available to any Indemnitor at law or in equity, including the defense of statute of limitations, laches, waiver, or estoppel.

The indemnification obligations under this Agreement are intended to provide Indemnitee with the broadest possible protection against Environmental Liabilities, and this Section 4.3 shall be interpreted and applied in a manner consistent with that intent.

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 defense of such Claim, at Indemnitors' sole cost and expense, including the right to retain separate counsel if Indemnitee reasonably determines that a conflict of interest exists or may arise; and (iii) Indemnitors shall keep Indemnitee fully informed of the status and progress of any such Claim, including by providing copies of all material pleadings, correspondence, and reports.

(b) No settlement, compromise, consent decree, or other disposition of any Claim shall be agreed to or entered into by any Indemnitor without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Indemnitee may withhold its consent in its sole discretion if any proposed settlement or disposition: (i) would impose any obligation on Indemnitee or any successor owner of the Property; (ii) would involve any admission of liability on behalf of Indemnitee; (iii) would impose any institutional controls, engineering controls, deed restrictions, or use limitations on any Property; or (iv) would not include a complete and unconditional release of Indemnitee from all liability with respect to the subject matter of such Claim.

(c) If Indemnitors fail to timely assume the defense of any Claim within thirty (30) days after receipt of written notice thereof (or within such shorter period as may be required to avoid a default or adverse determination), or if Indemnitors fail to diligently prosecute such defense, Indemnitee shall have the right (but not the obligation) to defend, settle, or otherwise dispose of such Claim, and Indemnitors shall reimburse Indemnitee for all costs and expenses (including reasonable attorneys' fees) incurred in connection therewith.

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, whether in whole or in part;

(b) Any foreclosure of any Security Instrument, any trustee's sale, any exercise of a power of sale, any deed in lieu of foreclosure, any other realization upon or transfer of any Property or any interest therein, or any acquisition of title to any Property by Indemnitee or any other Person;

(c) Any voluntary or involuntary transfer, sale, conveyance, or other disposition of any Property or any interest therein by any Indemnitor;

(d) Any release, reconveyance, satisfaction, discharge, or cancellation of any Security Instrument or any other Loan Document;

(e) The expiration or termination of the Loan Agreement or any other Loan Document;

(f) Any bankruptcy, insolvency, reorganization, composition, arrangement, receivership, assignment for the benefit of creditors, dissolution, liquidation, winding up, or similar proceeding involving any Indemnitor, including the discharge or dischargeability of any Indemnitor's obligations in any bankruptcy proceeding; or

(g) Any other event, circumstance, or action that would or might otherwise constitute a legal or equitable defense to the obligations of Indemnitors hereunder or a discharge or release of a surety or guarantor.

The obligations of Indemnitors under this Agreement are intended to survive indefinitely and shall continue in full force and effect without regard to the passage of time, except to the extent that the applicable statute of limitations under governing law has expired, provided that the indemnification obligations hereunder shall in no event expire prior to the date that is three (3) years after the latest to occur of: (x) the date on which the Loan is repaid in full, and (y) the date on which Indemnitee or its successors and assigns no longer hold any interest in any Property.

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 hereunder constitute independent, absolute, and unconditional personal obligations of Guarantor.

(b) The indemnification obligations of Indemnitors hereunder are full recourse obligations and are not limited by, and shall not be reduced or affected by: (i) any provision limiting recourse to the collateral securing the Loan; (ii) any non-recourse provisions contained in the Loan Agreement, the Note, any Security Instrument, or any other Loan Document; (iii) the value, adequacy, or sufficiency of the collateral securing the Loan; or (iv) any deficiency or impairment of the collateral securing the Loan.

(c) The obligations of Indemnitors under this Agreement are in addition to, and not in limitation or substitution of, any environmental indemnification obligations contained in the Guaranty (including any non-recourse carve-out provisions relating to environmental matters), the Loan Agreement, any Security Instrument, or any other Loan Document. For the avoidance of doubt, environmental liability constitutes one of the enumerated non-recourse carve-out categories in the Guaranty, and the provisions of this Agreement shall be read in conjunction with, and as supplementing, the relevant provisions of the Guaranty.

(d) Indemnitee shall not be required to proceed first against any Indemnitor, any collateral, or any other security before enforcing its rights under this Agreement against any other Indemnitor or Guarantor, and Indemnitee may enforce its rights hereunder independently of, concurrently with, or in any sequence with, its rights under the Guaranty, the Loan Agreement, the Security Instruments, and the other Loan Documents.

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 Loan or the Loan Documents pursuant to any securitization, resecuritization, sale, assignment, participation, or other transfer (including the anticipated CMBS securitization trust CLRN 2025-C14 or any successor or replacement trust).

(b) Indemnitors hereby acknowledge and consent to the assignment, pledge, transfer, and/or securitization of the Loan, the Loan Documents, and this Agreement by Indemnitee without any requirement for further consent, notice, or approval from any Indemnitor. No such assignment, pledge, transfer, or securitization shall release or diminish the obligations of any Indemnitor under this Agreement.

(c) In the event of any securitization of the Loan, the term "Indemnitee" as used in this Agreement shall be deemed to include the securitization trust, the trustee thereof, the master servicer, the primary servicer, the special servicer, the operating advisor, the certificate holders, and each of their respective successors, assigns, directors, officers, employees, agents, and representatives, and each such Person shall be entitled to the benefits and protections of this Agreement as if named herein as a party.

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 obligations, all payment obligations, all remediation obligations, and all obligations to defend, hold harmless, and reimburse Indemnitee. Guarantor's obligations hereunder are primary, direct, absolute, unconditional, and independent of the obligations of each SPE Indemnitor and are not contingent upon, and shall not be affected by, the enforceability or validity of the obligations of any SPE Indemnitor or the adequacy of any security or collateral. Guarantor is jointly and severally liable with each SPE Indemnitor for all obligations of such SPE Indemnitor under this Agreement.

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, notice of dishonor, and notice of non-performance or non-payment with respect to any obligation hereunder or any obligation under any Loan Document;

(c) Any requirement that Indemnitee first proceed against, make demand upon, or exhaust any remedies against any SPE Indemnitor or any other Person, or against any collateral, security, or other guarantee for any obligation hereunder, before proceeding against Guarantor;

(d) Any defense based upon, arising out of, or relating to any modification, amendment, supplement, extension, renewal, restatement, waiver, release, substitution, exchange, or other change in or of the Loan Documents or any collateral or security therefor, whether or not Guarantor received notice of or consented to such modification, amendment, supplement, extension, renewal, restatement, waiver, release, substitution, exchange, or other change;

(e) Any defense arising from the bankruptcy, insolvency, reorganization, dissolution, liquidation, receivership, or similar proceeding of any SPE Indemnitor, Operating Partnership, or any other Person, including any defense arising from any discharge or dischargeability of the obligations of any SPE Indemnitor in any bankruptcy proceeding;

(f) Any right of subrogation against any SPE Indemnitor, Operating Partnership, or any other Person, and any right of contribution or reimbursement from any SPE Indemnitor, Operating Partnership, or any other Person, in each case until all obligations of Guarantor under this Agreement have been indefeasibly satisfied in full;

(g) Any defense based upon or arising from the failure of Indemnitee to provide notice of any default or event of default under any Loan Document;

(h) Any defense based upon the election of remedies by Indemnitee, including any election to proceed by judicial or non-judicial foreclosure, to exercise or not exercise any power of sale, or to pursue or not pursue any claim or remedy;

(i) Any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof, to the extent such waiver is permitted by applicable law; and

(j) Any other defense, setoff, recoupment, counterclaim, or discharge that would or might otherwise be available to Guarantor at law, in equity, or by statute.

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 Loan Agreement and the Guaranty. As of the most recent quarterly reporting period ended September 30, 2025, Guarantor's tangible net worth was approximately $812,000,000.

(b) Guarantor has the financial capacity and resources to perform all of its obligations under this Agreement, including the indemnification obligations set forth in Article IV. As context for this representation, Guarantor's total enterprise value is approximately $3.2 billion, its market capitalization (based on the closing price of its common shares on the New York Stock Exchange) is approximately $1.85 billion, and its consolidated total assets as of September 30, 2025, were approximately $4.7 billion.

(c) Guarantor is not insolvent, and the execution and delivery of this Agreement and the performance of its obligations hereunder will not render Guarantor insolvent or unable to pay its debts as they mature.

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 percent (90%) of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) for each taxable year.

(b) The environmental indemnification obligations of Guarantor under this Agreement are subordinate to REIT distribution requirements only to the extent, and for such period of time, as may be required by applicable law. For the avoidance of doubt, nothing in this Section 6.4 shall be construed to excuse, limit, delay, or modify Guarantor's indemnification obligations under this Agreement except to the minimum extent mandated by applicable law, and Guarantor acknowledges that environmental indemnification obligations may be due and payable concurrently with REIT distribution obligations.

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, or otherwise adversely affect the indemnification obligations owed by Indemnitors to Indemnitee under this Agreement. Nothing in this Section 7.1 shall be construed to limit or restrict the rights of any Indemnitor to pursue claims against prior owners, operators, or other third parties after all obligations owed to Indemnitee under this Agreement have been fully satisfied; provided, however, that the exercise of any such rights shall not affect or diminish, and shall at all times be subordinate to, the obligations owed by Indemnitors to Indemnitee under this Agreement and the other Loan Documents.

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 equal to the ratio of the appraised value of its Property to the total appraised value of all Properties (total

PREPARED BY AND UPON RECORDATION RETURN TO:
Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022
Attention: Philip Hartmann
Calderwood & Harkness Matter No. 1036-00001
ENVIRONMENTAL INDEMNITY AGREEMENT
Loan Amount: $240,000,000
Dated as of November 28, 2025
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of November 28, 2025, by and among:
INDEMNITORS (collectively, "Borrower"):
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 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044 (NYSE: FWTR; EIN: 52-2847193) ("Guarantor");
in favor of:
INDEMNITEE:
CLARENDON METROPOLITAN INSURANCE COMPANY, a New York domiciled insurance company, having its principal office at 1 MetroTech Center, Brooklyn, New York 11201 (NAIC No. 38921), and its successors and assigns, including any trustee, servicer, special servicer, or certificate holder of the anticipated CMBS securitization trust CLRN 2025-C14 or any successor trust ("Indemnitee" or "Lender").
Borrower, Guarantor, and Indemnitee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties." Borrower and Guarantor are collectively referred to herein as the "Indemnitors."
RECITALS
A. The Loan. Indemnitee (as "Lender") and Borrower (as "Borrower") have entered into 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"), pursuant to which Lender has agreed to make a loan to Borrower in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) (the "Loan"). The Loan is evidenced by that certain Promissory Note of even date herewith in the principal amount of $240,000,000 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Note"), bearing interest at a fixed rate of 6.25% per annum, with a term of ten (10) years maturing on December 1, 2035, and a thirty (30)-year amortization schedule.
B. The Properties. The Loan is secured by, among other things, first-priority mortgage liens on fourteen (14) multifamily residential properties comprising approximately four thousand two hundred (4,200) units located across the states of Texas, Georgia, Florida, North Carolina, and Tennessee (collectively, the "Properties" or the "Sun Belt Portfolio"), as more particularly described on Exhibit A attached hereto and incorporated herein by reference.
C. The Security Instruments. In connection with the Loan, each SPE Indemnitor has executed and delivered to Lender a mortgage, deed to secure debt, and/or deed of trust, as applicable under the laws of the state in which the applicable Property is located (together with any amendments, modifications, supplements, consolidations, replacements, and restatements thereof, collectively, the "Security Instruments"), which Security Instruments have been or will be recorded in the applicable county recording offices in the states of Texas, Georgia, Florida, North Carolina, and Tennessee. In addition, each SPE Indemnitor has executed and delivered assignments of leases and rents, UCC-1 financing statements, and other collateral documents as required under the Loan Agreement.
D. The Guaranty. In connection with the Loan, Fairwater Real Estate Investment Trust has executed and delivered that certain Non-Recourse Carve-Out Guaranty Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty"), pursuant to which Guarantor has guaranteed certain non-recourse carve-out obligations of Borrower under the Loan Documents, including, without limitation, environmental liabilities.
E. Condition to Loan. Lender has required the execution and delivery of this Environmental Indemnity Agreement by each Indemnitor as a condition precedent to the making of the Loan and the disbursement of Loan proceeds.
F. Property Ownership Structure. Each Property is owned by a separate SPE Indemnitor. All fourteen (14) SPE Indemnitors are wholly owned subsidiaries of Fairwater Operating Partnership, L.P. (EIN: 52-2847201), a Delaware limited partnership ("Operating Partnership"), of which Fairwater Real Estate Investment Trust is the sole general partner holding a 99.2% partnership interest. Each SPE Indemnitor was formed as a single-purpose, bankruptcy-remote entity in accordance with the organizational requirements set forth in the Loan Agreement. The Properties were acquired by the SPE Indemnitors from Meridian Sunstone Holdings LLC and its affiliates pursuant to a portfolio acquisition that closed on June 30, 2025.
G. REIT Status. Guarantor has elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is required to distribute at least ninety percent (90%) of its taxable income to maintain such status.
NOW, THEREFORE, in consideration of the foregoing recitals, the making of the Loan by Indemnitee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
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 Belt VI LLC, Fairwater Sun Belt VII LLC, Fairwater Sun Belt VIII LLC, Fairwater Sun Belt IX LLC, Fairwater Sun Belt X LLC, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC, each a Delaware limited liability company.
"Claim" means any demand, claim, cause of action, suit, proceeding, hearing, order, directive, investigation, notice of violation, citation, summons, subpoena, or similar assertion or action by any governmental authority, quasi-governmental entity, or third party (including any private litigant) relating to or arising from Environmental Laws, Hazardous Substances, or environmental conditions at, on, under, from, or affecting any Property, whether administrative, civil, criminal, or otherwise.
"Clean-Up" means any investigation, study, assessment, sampling, monitoring, containment, clean-up, remediation, removal, corrective action, response action, closure, abatement, restoration, reclamation, or other action required or recommended under any Environmental Law or by any governmental authority with jurisdiction over any Property or any Hazardous Substances thereon, including any operation and maintenance activities, institutional or engineering controls, deed restrictions, or other measures implemented in connection therewith.
"Environmental Law" means all applicable federal, state, and local laws, statutes, codes, ordinances, rules, regulations, standards, policies, orders, directives, guidance documents, permits, licenses, authorizations, and requirements, in each case as the same may be amended, supplemented, or replaced from time to time, pertaining to the environment, natural resources, human health and safety (as related to exposure to Hazardous Substances), or Hazardous Substances, including but not limited to: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; (b) the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; (c) the Federal Water Pollution Control Act (the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; (d) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (e) the Toxic Substances Control Act ("TSCA"), 15 U.S.C. §§ 2601 et seq.; (f) the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. §§ 136 et seq.; (g) the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (h) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §§ 11001 et seq.; (i) the Occupational Safety and Health Act ("OSHA"), 29 U.S.C. §§ 651 et seq. (to the extent relating to Hazardous Substances); (j) the Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 U.S.C. §§ 4851 et seq.; and (k) all corresponding and analogous state environmental laws and regulations of the states of Texas (including the Texas Solid Waste Disposal Act, the Texas Clean Air Act, and the Texas Water Code), Georgia (including the Georgia Hazardous Waste Management Act and the Georgia Comprehensive Solid Waste Management Act), Florida (including the Florida Environmental Reorganization Act and Chapter 376 of the Florida Statutes), North Carolina (including the North Carolina Solid Waste Management Act and the North Carolina Oil Pollution and Hazardous Substances Control Act), and Tennessee (including the Tennessee Solid Waste Disposal Act and the Tennessee Hazardous Waste Management Act), as well as all applicable local ordinances, rules, and regulations of the counties and municipalities in which the Properties are located.
"Environmental Liabilities" means any and all losses, liabilities, obligations, damages (including consequential and punitive damages to the extent awarded to third parties), costs, expenses (including, without limitation, reasonable attorneys' fees, environmental consultants' fees, engineers' fees, laboratory fees, and court costs), fines, penalties, charges, judgments, awards, amounts paid in settlement, and claims, in each case arising from or related to: (a) the presence, existence, Release, threatened Release, or migration of Hazardous Substances on, under, from, or affecting any Property or any adjoining or nearby property; (b) any violation of or non-compliance with any Environmental Law with respect to any Property or the operation thereof; (c) any Clean-Up obligations with respect to any Property; or (d) any Claims.
"Guarantor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.
"Hazardous Substances" means all substances, materials, wastes, pollutants, or contaminants that are defined, listed, classified, designated, characterized, or regulated as hazardous, toxic, radioactive, dangerous, or as a pollutant or contaminant under any Environmental Law, including, without limitation: (a) petroleum and petroleum products, including crude oil, refined petroleum products, and any fractions, derivatives, or additives thereof; (b) natural gas, synthetic gas, and any mixtures thereof; (c) asbestos and asbestos-containing materials in any form or condition; (d) polychlorinated biphenyls ("PCBs") and equipment or materials containing PCBs; (e) lead and lead-based paint; (f) radon gas; (g) mold, mildew, fungi, and mycotoxins, to the extent regulated under applicable Environmental Laws or to the extent presenting a health hazard at the applicable Property; (h) per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acid ("PFOA") and perfluorooctane sulfonate ("PFOS"); (i) urea formaldehyde foam insulation; (j) any substance listed on the National Priorities List under CERCLA or any analogous state list; (k) any substance for which a reportable quantity has been established pursuant to CERCLA or EPCRA; and (l) any other substance, material, or waste that is or becomes regulated under any Environmental Law or that may give rise to liability under any Environmental Law.
"Indemnitee" means Clarendon Metropolitan Insurance Company, a New York domiciled insurance company, and its successors and assigns, including, without limitation, any securitization trust (including CLRN 2025-C14 or any successor trust), master servicer, primary servicer, special servicer, operating advisor, trustee, certificate holder, noteholder, and their respective affiliates, subsidiaries, directors, officers, employees, agents, representatives, and any other Person who may hold or acquire any interest in the Loan or the Loan Documents.
"Indemnitors" means, collectively, Borrower and Guarantor, jointly and severally.
"Loan Agreement" means the Loan Agreement dated as of the date hereof, among Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, the Loan Agreement, the Note, the Security Instruments, the Guaranty, this Environmental Indemnity Agreement, all assignments of leases and rents, all UCC financing statements, and all other documents, instruments, and agreements executed and delivered in connection with the Loan.
"Note" means the Promissory Note in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) dated as of the date hereof, made by Borrower payable to the order of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Operating Partnership" means Fairwater Operating Partnership, L.P. (EIN: 52-2847201), a Delaware limited partnership, of which Guarantor is the sole general partner.
"Permitted Hazardous Substances" means Hazardous Substances that are customarily used in the ordinary course of operating and maintaining multifamily residential properties of the type, character, and quality comparable to the Properties (including, by way of example only, cleaning supplies, janitorial products, pool maintenance chemicals, landscaping materials and pesticides, paints, solvents, and lubricants), in each case: (a) in such quantities as are customary and reasonable for such purposes; (b) stored, used, handled, and disposed of in a manner consistent with all applicable Environmental Laws and good property management practices; and (c) not giving rise to any reportable Release or any remediation obligation under any Environmental Law.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity.
"Properties" means the fourteen (14) multifamily residential properties described on Exhibit A attached hereto and incorporated herein by reference, each secured by a Security Instrument, comprising approximately four thousand two hundred (4,200) residential apartment units located in the states of Texas (five (5) properties), Georgia (three (3) properties), Florida (three (3) properties), North Carolina (two (2) properties), and Tennessee (one (1) property), together with all buildings, structures, improvements, fixtures, equipment, and appurtenances thereto, and all easements, rights-of-way, and other interests appurtenant thereto. Each Property is individually referred to herein as a "Property."
"Property Manager" means Fairwater Residential Management LLC (EIN: 52-2953810), a Delaware limited liability company and wholly owned subsidiary of Operating Partnership, in its capacity as property manager of the Properties under the property management agreements effective July 1, 2025, or any successor property manager approved in accordance with the Loan Agreement.
"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, migrating, seeping, filtering, flowing, or disposing of Hazardous Substances into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, containers, tanks, or other receptacles containing or previously containing Hazardous Substances, whether sudden or gradual, intentional or unintentional, known or unknown.
"Security Instruments" means, collectively, the mortgages, deeds to secure debt, and/or deeds of trust, as applicable, executed and delivered by the applicable SPE Indemnitor to Lender and encumbering the applicable Property to secure the Loan, together with all amendments, modifications, supplements, consolidations, replacements, and restatements thereof.
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 terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular section, article, or provision hereof unless expressly so stated.
(c) Section headings and article headings used herein are for convenience of reference only, are not part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
(d) References to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation.
(e) References to any Person shall include such Person's successors and permitted assigns.
(f) This Agreement shall be construed in accordance with the laws of the State of New York, as further set forth in Section 8.1, without giving effect to the principles of conflicts of law thereunder.
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 on, in, under, or at the Property in violation of any Environmental Law, except for Permitted Hazardous Substances used in the ordinary course of operating and maintaining the Property as a multifamily residential community.
(b) No Prior or Ongoing Releases. To the best of Borrower's knowledge after diligent inquiry, there has been no prior or ongoing Release of Hazardous Substances on, from, under, or at the Property, or from the Property onto any adjacent or nearby property, in quantities or concentrations that would require reporting, investigation, or remediation under any Environmental Law.
(c) No Storage Tanks or Abandoned Wells. There are no underground storage tanks, above-ground storage tanks (other than water heaters, HVAC equipment, and pool chemical storage systems of the type customarily found at multifamily residential properties), or abandoned wells of any kind located on or at the Property.
(d) No Asbestos or Lead-Based Paint Violations. The Property does not contain asbestos-containing materials or lead-based paint in violation of any applicable federal, state, or local law, regulation, or ordinance. Each of the Properties in the Sun Belt Portfolio was constructed between 2014 and 2021, as more particularly described on Exhibit A, and accordingly all Properties were constructed after 1978, thereby substantially reducing or eliminating the risk of lead-based paint. No asbestos-containing materials were used in the construction of the Property.
(e) No Pending or Threatened Claims. There are no pending or, to the best of Borrower's knowledge after diligent inquiry, threatened Claims, actions, suits, proceedings, investigations, hearings, or notices of violation by any governmental authority or any third party relating to Environmental Laws or Hazardous Substances with respect to the Property.
(f) No Governmental Orders. The Property is not subject to any outstanding governmental orders, consent decrees, consent orders, administrative orders, court orders, or other directives of any governmental authority requiring or relating to any Clean-Up or remediation of Hazardous Substances or any other action under Environmental Law.
(g) Environmental Permits. All environmental permits, licenses, approvals, authorizations, registrations, and certifications required under Environmental Laws for the current use, operation, and maintenance of the Property (including, without limitation, any permits related to stormwater discharge, wastewater treatment, and air emissions from emergency generators, if applicable) have been duly obtained, are in full force and effect, are not subject to any pending or threatened revocation, suspension, modification, or non-renewal, and Borrower and Property Manager are in compliance with the terms and conditions thereof.
(h) No Landfill or Waste Disposal. The Property has not been used, in whole or in part, as a landfill, dump site, waste disposal facility, waste transfer station, or waste recycling facility, and no portion of the Property is located on or adjacent to (within one-quarter mile of) any active or closed landfill or waste disposal facility listed on any federal or state database.
(i) Environmental Reports. The Phase I Environmental Site Assessments (and any Phase II Environmental Site Assessments, if applicable) listed on Exhibit C attached hereto, which have been delivered to Indemnitee in connection with the Loan, are true, correct, and complete in all material respects as of their respective dates. Borrower is not aware of any material fact, circumstance, or condition relating to the environmental status of any Property that was not disclosed in or is inconsistent with such environmental reports.
(j) No PCBs, Radioactive Materials, or PFAS Contamination. To the best of Borrower's knowledge after diligent inquiry, no polychlorinated biphenyls (PCBs), radioactive materials, or per- and polyfluoroalkyl substances (PFAS) are present on, in, under, or at the Property at levels or concentrations that would require investigation, remediation, or other corrective action under any Environmental Law.
(k) Property Management Compliance. Fairwater Residential Management LLC, in its capacity as Property Manager of each Property under the property management agreements effective July 1, 2025, is conducting the management and operation of each Property in compliance with all applicable Environmental Laws and has implemented appropriate environmental management practices and procedures consistent with prudent multifamily residential property management.
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 diligence materials delivered to Indemnitee in connection with the Loan.
(b) Guarantor confirms that each SPE Indemnitor has been duly authorized to execute and deliver this Agreement, to make the representations and warranties set forth in Section 2.1, and to perform its obligations hereunder, and that such authorization has been obtained in accordance with the organizational documents of each SPE Indemnitor, Operating Partnership, and Guarantor.
(c) Guarantor has reviewed, or has caused to be reviewed on its behalf, the environmental reports listed on Exhibit C and is not aware of any material inaccuracy, incompleteness, or omission therein.
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 thereof. Indemnitors shall obtain, maintain in full force and effect, and comply with all environmental permits, licenses, approvals, authorizations, registrations, and certifications required under any Environmental Law with respect to each Property. Indemnitors shall not take or permit any action that would cause any environmental permit to be revoked, suspended, modified, or rendered ineffective.
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 multifamily residential communities. Without limiting the generality of the foregoing:
(a) No underground storage tanks or above-ground storage tanks (other than those customarily found at multifamily residential properties, such as water heaters, pool chemical storage containers, and HVAC equipment) shall be installed, maintained, or operated on any Property without the prior written consent of Indemnitee, which consent may be withheld in Indemnitee's sole and absolute discretion.
(b) No dry-cleaning operations, gasoline service stations, automobile repair facilities, industrial manufacturing operations, or other commercial activities involving the routine use, storage, or disposal of Hazardous Substances (other than Permitted Hazardous Substances) shall be conducted on any Property.
(c) Indemnitors shall not permit any tenant, occupant, or other Person to use any portion of any Property for the storage, treatment, generation, or disposal of Hazardous Substances in violation of Environmental Laws or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.
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 or concentrations that may require reporting, investigation, or remediation under any Environmental Law;
(b) Any Claim, notice of violation, citation, enforcement action, investigation, inquiry, information request, or similar communication from any governmental authority or any third party relating to Environmental Laws, Hazardous Substances, or environmental conditions with respect to any Property;
(c) Any discovery of previously unknown environmental conditions at any Property, including the discovery of any underground storage tanks, contaminated soil, contaminated groundwater, asbestos-containing materials, lead-based paint, mold conditions requiring professional remediation, or PFAS contamination;
(d) Any pending or proposed changes to Environmental Laws at the federal, state, or local level that could reasonably be expected to have a material adverse effect on the Properties or the obligations of Indemnitors under this Agreement or the Loan Documents; and
(e) Any report, notice, or filing made by or on behalf of any Indemnitor or Property Manager to any governmental authority under any Environmental Law with respect to any Property, including any Tier II reporting under EPCRA or any release notification under CERCLA or applicable state law.
Each such notice shall include a description in reasonable detail of the event or condition, the Property or Properties affected, the actions taken or proposed to be taken by Indemnitors, and copies of all relevant notices, reports, correspondence, and other documents received from or submitted to any governmental authority.
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, tests, sampling, monitoring, and studies of any Property (including invasive testing and subsurface investigations) upon reasonable grounds to believe that an environmental condition, a Release of Hazardous Substances, a violation of Environmental Laws, or any other matter that could give rise to Environmental Liabilities exists or may exist at such Property. Such reasonable grounds shall include, without limitation, the receipt of any notice, report, or complaint from any governmental authority, any tenant, or any third party, or the observation of any condition or circumstance that could reasonably indicate the presence of Hazardous Substances or a violation of Environmental Laws.
(b) Indemnitor-Retained Assessments. If Indemnitee reasonably determines that an environmental condition may exist at any Property, Indemnitee may, in addition to or in lieu of exercising its rights under subsection (a) above, require Indemnitors, at Indemnitors' sole cost and expense, to retain a qualified environmental consultant or engineer (which consultant or engineer shall be reasonably acceptable to Indemnitee) to conduct a Phase I Environmental Site Assessment and/or a Phase II Environmental Site Assessment of such Property, in accordance with the then-current ASTM standards (E1527 and E1903, or any successor standards), and to deliver to Indemnitee a copy of all resulting reports, findings, recommendations, and correspondence within the timeframe reasonably specified by Indemnitee.
(c) Routine Assessments. Indemnitee shall have the right, at Indemnitee's own expense (absent reasonable grounds for concern as described in subsection (a) above), to conduct or cause to be conducted routine environmental assessments, inspections, and walk-throughs of the Properties upon reasonable prior written notice to Indemnitors. Indemnitors shall cooperate with and shall cause Property Manager to cooperate with all such assessments, including by providing access to all portions of each Property and by making available all relevant records, documents, and personnel. No such routine assessment shall unreasonably interfere with the operation of the Properties or the rights of tenants therein.
(d) Access and Cooperation. Indemnitors shall, and shall cause Property Manager and all tenants (to the extent permitted by the applicable lease) to, provide Indemnitee and its agents, consultants, and contractors with reasonable access to the Properties for the purpose of conducting any environmental assessment, inspection, investigation, or test authorized under this Section 3.4. Indemnitors shall cooperate fully and promptly with all such activities, including by making available all records, documents, plans, permits, and other information relating to environmental conditions at the Properties.
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 conducted in accordance with all applicable Environmental Laws and in a manner designed to achieve the least restrictive cleanup standards applicable to the then-current use of the Property as a multifamily residential community.
(b) All remediation activities shall be conducted to the satisfaction of the applicable governmental authority having jurisdiction and to the reasonable satisfaction of Indemnitee. Indemnitors shall not select any remediation approach or remediation standard that relies on institutional controls, engineering controls, deed restrictions, or use limitations that could adversely affect the value or the marketability of the Property without the prior written consent of Indemnitee, which consent may be withheld in Indemnitee's sole and absolute discretion.
(c) Indemnitors shall provide Indemnitee with copies of all remediation plans, workplans, corrective action plans, progress reports, monitoring reports, laboratory results, closure reports, no-further-action letters, and all correspondence with governmental authorities relating to any Clean-Up, promptly upon the preparation or receipt thereof. Indemnitors shall not enter into any consent decree, consent order, voluntary cleanup agreement, or similar arrangement with any governmental authority with respect to any Property without the prior written consent of Indemnitee (not to be unreasonably withheld, conditioned, or delayed).
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, generating, treating, or disposing of Hazardous Substances at the Property other than in customary household quantities and in accordance with all applicable Environmental Laws; and (iii) granting the landlord the right to inspect the premises for compliance with Environmental Laws and to take corrective action at the tenant's expense in the event of non-compliance.
(b) Indemnitors shall use commercially reasonable efforts to enforce the environmental provisions in all leases, license agreements, and occupancy agreements and shall promptly notify Indemnitee of any material tenant violation of environmental obligations or any tenant activity that could reasonably be expected to give rise to a Release of Hazardous Substances or a violation of Environmental Laws.
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 substances are discovered at any Property in concentrations or conditions that may adversely affect indoor air quality, tenant health, or the structural integrity of the improvements, Indemnitors shall promptly undertake and diligently pursue remediation of such mold conditions in accordance with applicable standards and guidelines, including the guidelines published by the U.S. Environmental Protection Agency, the applicable state health department, and any applicable local requirements. Indemnitors shall promptly notify Indemnitee of any mold condition requiring professional remediation and shall provide Indemnitee with copies of all remediation plans and completion reports.
ARTICLE IV
INDEMNIFICATION
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, whether known or unknown at the time made;
(b) The presence, existence, Release, threatened Release, discharge, migration, or disposal of any Hazardous Substances on, in, under, from, or affecting any Property or any adjacent or nearby property as a result of conditions at any Property, regardless of when such condition first arose or originated (including, without limitation, pre-acquisition conditions originating prior to the Borrower's acquisition of the Properties from Meridian Sunstone Holdings LLC on June 30, 2025, and conditions that may have originated during or prior to the construction of any Property);
(c) Any violation of, non-compliance with, or liability under any Environmental Law with respect to any Property or the ownership, use, operation, maintenance, or management thereof, whether by Borrower, Guarantor, Property Manager, any tenant, any prior owner (including Meridian Sunstone Holdings LLC), any prior operator, or any other Person;
(d) Any Clean-Up or remediation of any Property, including any costs of investigation, monitoring, sampling, testing, removal, containment, treatment, transportation, disposal, restoration, and any operation and maintenance activities associated therewith;
(e) Any Claim brought, asserted, or threatened by any governmental authority or any third party (including any tenant, occupant, visitor, neighbor, or other Person) relating to Hazardous Substances, environmental conditions, or Environmental Laws with respect to any Property;
(f) Any diminution in value of any Property, or any impairment of the marketability of any Property, resulting from or attributable to actual or suspected environmental contamination or environmental conditions at such Property;
(g) Any personal injury, bodily injury, illness, disease, death, or property damage to any third party (including any tenant, occupant, employee, contractor, invitee, visitor, or neighbor) resulting from or arising out of exposure to Hazardous Substances at, on, under, from, or migrating from any Property;
(h) Any fines, penalties, assessments, charges, sanctions, or other monetary obligations imposed by any governmental authority under any Environmental Law with respect to any Property;
(i) All costs and expenses of investigation, monitoring, testing, sampling, assessment, remediation, removal, containment, treatment, transportation, and disposal of Hazardous Substances at or from any Property; and
(j) All reasonable attorneys' fees, environmental consultants' fees, engineers' fees, laboratory fees, expert witness fees, court costs, arbitration costs, mediation costs, and all other costs and expenses incurred by Indemnitee in connection with any of the foregoing, including costs incurred in enforcing the indemnification obligations set forth in this Article IV.
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, evaluating, monitoring, or responding to any actual or potential Environmental Liability, including any costs of environmental assessments, inspections, sampling, testing, or investigations conducted by or on behalf of Indemnitee pursuant to Section 3.4(a) or otherwise;
(b) Enforcing, or seeking to enforce, the obligations of any Indemnitor under this Agreement, whether by litigation, arbitration, administrative proceedings, or otherwise;
(c) Participating in, monitoring, or responding to any governmental or judicial proceedings, investigations, hearings, or enforcement actions related to Environmental Liabilities affecting any Property; and
(d) Protecting, preserving, or realizing upon the collateral securing the Loan in connection with any environmental condition at any Property, including any costs incurred in connection with any foreclosure, deed in lieu of foreclosure, or other realization upon the Security Instruments.
All amounts payable under this Section 4.2 shall be due and payable within thirty (30) days after written demand therefor by Indemnitee, accompanied by reasonable documentation of the costs and expenses incurred.
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 rise to the Environmental Liability;
(b) Whether the environmental condition existed prior to the Indemnitors' ownership or acquisition of the Properties, including conditions originating during the ownership of Meridian Sunstone Holdings LLC or any predecessor owner, operator, or occupant, and including conditions that may have existed prior to June 30, 2025;
(c) Whether any Indemnitor had actual or constructive knowledge of the environmental condition, Release, violation, or other matter at any time;
(d) Any fault, negligence, gross negligence, willful misconduct, or strict liability (or absence thereof) of any Indemnitor;
(e) Any act, omission, negligence, or misconduct of any tenant, subtenant, occupant, licensee, invitee, contractor, prior owner (including Meridian Sunstone Holdings LLC), prior operator, or any other Person;
(f) Any change in Environmental Laws or the interpretation thereof after the date hereof that increases or extends the scope of liability or the applicable cleanup standards;
(g) Any comparative or contributory negligence of Indemnitee;
(h) The accuracy, completeness, or adequacy of any environmental report, Phase I Environmental Site Assessment, Phase II Environmental Site Assessment, or other environmental study or investigation delivered to Indemnitee in connection with the Loan, whether or not such report was relied upon by Indemnitee; or
(i) Any defense or claim that would otherwise be available to any Indemnitor at law or in equity, including the defense of statute of limitations, laches, waiver, or estoppel.
The indemnification obligations under this Agreement are intended to provide Indemnitee with the broadest possible protection against Environmental Liabilities, and this Section 4.3 shall be interpreted and applied in a manner consistent with that intent.
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 defense of such Claim, at Indemnitors' sole cost and expense, including the right to retain separate counsel if Indemnitee reasonably determines that a conflict of interest exists or may arise; and (iii) Indemnitors shall keep Indemnitee fully informed of the status and progress of any such Claim, including by providing copies of all material pleadings, correspondence, and reports.
(b) No settlement, compromise, consent decree, or other disposition of any Claim shall be agreed to or entered into by any Indemnitor without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Indemnitee may withhold its consent in its sole discretion if any proposed settlement or disposition: (i) would impose any obligation on Indemnitee or any successor owner of the Property; (ii) would involve any admission of liability on behalf of Indemnitee; (iii) would impose any institutional controls, engineering controls, deed restrictions, or use limitations on any Property; or (iv) would not include a complete and unconditional release of Indemnitee from all liability with respect to the subject matter of such Claim.
(c) If Indemnitors fail to timely assume the defense of any Claim within thirty (30) days after receipt of written notice thereof (or within such shorter period as may be required to avoid a default or adverse determination), or if Indemnitors fail to diligently prosecute such defense, Indemnitee shall have the right (but not the obligation) to defend, settle, or otherwise dispose of such Claim, and Indemnitors shall reimburse Indemnitee for all costs and expenses (including reasonable attorneys' fees) incurred in connection therewith.
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, whether in whole or in part;
(b) Any foreclosure of any Security Instrument, any trustee's sale, any exercise of a power of sale, any deed in lieu of foreclosure, any other realization upon or transfer of any Property or any interest therein, or any acquisition of title to any Property by Indemnitee or any other Person;
(c) Any voluntary or involuntary transfer, sale, conveyance, or other disposition of any Property or any interest therein by any Indemnitor;
(d) Any release, reconveyance, satisfaction, discharge, or cancellation of any Security Instrument or any other Loan Document;
(e) The expiration or termination of the Loan Agreement or any other Loan Document;
(f) Any bankruptcy, insolvency, reorganization, composition, arrangement, receivership, assignment for the benefit of creditors, dissolution, liquidation, winding up, or similar proceeding involving any Indemnitor, including the discharge or dischargeability of any Indemnitor's obligations in any bankruptcy proceeding; or
(g) Any other event, circumstance, or action that would or might otherwise constitute a legal or equitable defense to the obligations of Indemnitors hereunder or a discharge or release of a surety or guarantor.
The obligations of Indemnitors under this Agreement are intended to survive indefinitely and shall continue in full force and effect without regard to the passage of time, except to the extent that the applicable statute of limitations under governing law has expired, provided that the indemnification obligations hereunder shall in no event expire prior to the date that is three (3) years after the latest to occur of: (x) the date on which the Loan is repaid in full, and (y) the date on which Indemnitee or its successors and assigns no longer hold any interest in any Property.
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 hereunder constitute independent, absolute, and unconditional personal obligations of Guarantor.
(b) The indemnification obligations of Indemnitors hereunder are full recourse obligations and are not limited by, and shall not be reduced or affected by: (i) any provision limiting recourse to the collateral securing the Loan; (ii) any non-recourse provisions contained in the Loan Agreement, the Note, any Security Instrument, or any other Loan Document; (iii) the value, adequacy, or sufficiency of the collateral securing the Loan; or (iv) any deficiency or impairment of the collateral securing the Loan.
(c) The obligations of Indemnitors under this Agreement are in addition to, and not in limitation or substitution of, any environmental indemnification obligations contained in the Guaranty (including any non-recourse carve-out provisions relating to environmental matters), the Loan Agreement, any Security Instrument, or any other Loan Document. For the avoidance of doubt, environmental liability constitutes one of the enumerated non-recourse carve-out categories in the Guaranty, and the provisions of this Agreement shall be read in conjunction with, and as supplementing, the relevant provisions of the Guaranty.
(d) Indemnitee shall not be required to proceed first against any Indemnitor, any collateral, or any other security before enforcing its rights under this Agreement against any other Indemnitor or Guarantor, and Indemnitee may enforce its rights hereunder independently of, concurrently with, or in any sequence with, its rights under the Guaranty, the Loan Agreement, the Security Instruments, and the other Loan Documents.
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 Loan or the Loan Documents pursuant to any securitization, resecuritization, sale, assignment, participation, or other transfer (including the anticipated CMBS securitization trust CLRN 2025-C14 or any successor or replacement trust).
(b) Indemnitors hereby acknowledge and consent to the assignment, pledge, transfer, and/or securitization of the Loan, the Loan Documents, and this Agreement by Indemnitee without any requirement for further consent, notice, or approval from any Indemnitor. No such assignment, pledge, transfer, or securitization shall release or diminish the obligations of any Indemnitor under this Agreement.
(c) In the event of any securitization of the Loan, the term "Indemnitee" as used in this Agreement shall be deemed to include the securitization trust, the trustee thereof, the master servicer, the primary servicer, the special servicer, the operating advisor, the certificate holders, and each of their respective successors, assigns, directors, officers, employees, agents, and representatives, and each such Person shall be entitled to the benefits and protections of this Agreement as if named herein as a party.
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 obligations, all payment obligations, all remediation obligations, and all obligations to defend, hold harmless, and reimburse Indemnitee. Guarantor's obligations hereunder are primary, direct, absolute, unconditional, and independent of the obligations of each SPE Indemnitor and are not contingent upon, and shall not be affected by, the enforceability or validity of the obligations of any SPE Indemnitor or the adequacy of any security or collateral. Guarantor is jointly and severally liable with each SPE Indemnitor for all obligations of such SPE Indemnitor under this Agreement.
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, notice of dishonor, and notice of non-performance or non-payment with respect to any obligation hereunder or any obligation under any Loan Document;
(c) Any requirement that Indemnitee first proceed against, make demand upon, or exhaust any remedies against any SPE Indemnitor or any other Person, or against any collateral, security, or other guarantee for any obligation hereunder, before proceeding against Guarantor;
(d) Any defense based upon, arising out of, or relating to any modification, amendment, supplement, extension, renewal, restatement, waiver, release, substitution, exchange, or other change in or of the Loan Documents or any collateral or security therefor, whether or not Guarantor received notice of or consented to such modification, amendment, supplement, extension, renewal, restatement, waiver, release, substitution, exchange, or other change;
(e) Any defense arising from the bankruptcy, insolvency, reorganization, dissolution, liquidation, receivership, or similar proceeding of any SPE Indemnitor, Operating Partnership, or any other Person, including any defense arising from any discharge or dischargeability of the obligations of any SPE Indemnitor in any bankruptcy proceeding;
(f) Any right of subrogation against any SPE Indemnitor, Operating Partnership, or any other Person, and any right of contribution or reimbursement from any SPE Indemnitor, Operating Partnership, or any other Person, in each case until all obligations of Guarantor under this Agreement have been indefeasibly satisfied in full;
(g) Any defense based upon or arising from the failure of Indemnitee to provide notice of any default or event of default under any Loan Document;
(h) Any defense based upon the election of remedies by Indemnitee, including any election to proceed by judicial or non-judicial foreclosure, to exercise or not exercise any power of sale, or to pursue or not pursue any claim or remedy;
(i) Any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof, to the extent such waiver is permitted by applicable law; and
(j) Any other defense, setoff, recoupment, counterclaim, or discharge that would or might otherwise be available to Guarantor at law, in equity, or by statute.
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 Loan Agreement and the Guaranty. As of the most recent quarterly reporting period ended September 30, 2025, Guarantor's tangible net worth was approximately $812,000,000.
(b) Guarantor has the financial capacity and resources to perform all of its obligations under this Agreement, including the indemnification obligations set forth in Article IV. As context for this representation, Guarantor's total enterprise value is approximately $3.2 billion, its market capitalization (based on the closing price of its common shares on the New York Stock Exchange) is approximately $1.85 billion, and its consolidated total assets as of September 30, 2025, were approximately $4.7 billion.
(c) Guarantor is not insolvent, and the execution and delivery of this Agreement and the performance of its obligations hereunder will not render Guarantor insolvent or unable to pay its debts as they mature.
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 percent (90%) of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) for each taxable year.
(b) The environmental indemnification obligations of Guarantor under this Agreement are subordinate to REIT distribution requirements only to the extent, and for such period of time, as may be required by applicable law. For the avoidance of doubt, nothing in this Section 6.4 shall be construed to excuse, limit, delay, or modify Guarantor's indemnification obligations under this Agreement except to the minimum extent mandated by applicable law, and Guarantor acknowledges that environmental indemnification obligations may be due and payable concurrently with REIT distribution obligations.
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, or otherwise adversely affect the indemnification obligations owed by Indemnitors to Indemnitee under this Agreement. Nothing in this Section 7.1 shall be construed to limit or restrict the rights of any Indemnitor to pursue claims against prior owners, operators, or other third parties after all obligations owed to Indemnitee under this Agreement have been fully satisfied; provided, however, that the exercise of any such rights shall not affect or diminish, and shall at all times be subordinate to, the obligations owed by Indemnitors to Indemnitee under this Agreement and the other Loan Documents.
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 equal to the ratio of the appraised value of its Property to the total appraised value of all Properties (total

PREPARED BY AND UPON RECORDATION RETURN TO:

ENVIRONMENTAL INDEMNITY AGREEMENT

ENVIRONMENTAL INDEMNITY AGREEMENT

GUARANTOR:

INDEMNITEE:

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

REPRESENTATIONS AND WARRANTIES

ARTICLE III

ENVIRONMENTAL COVENANTS

ARTICLE IV

INDEMNIFICATION

ARTICLE V

SURVIVAL AND NON-RECOURSE CARVE-OUT

ARTICLE VI

GUARANTOR OBLIGATIONS

ARTICLE VII

SUBROGATION AND CONTRIBUTION

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Parties

Dates

Amounts