Contract analysis

Section 1.1 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below: "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, Fa

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Guaranty: (a) The headings of the articles, sections, and subsections of this Guaranty are for convenience of reference only, are not to be considered a part of this Guaranty, and shall not limit, modify, or affect in any way the meaning or interpretation of any of the terms or provisions of this Guaranty. (b) When the context

ARTICLE II — GUARANTY; GUARANTEED OBLIGATIONS

Section 2.1 — Guaranty of Non-Recourse Carve-Out Obligations (Loss Carve-Outs) Guarantor hereby unconditionally and irrevocably guarantees to Lender the payment and performance of all Losses actually suffered or incurred by Lender by reason of, or arising out of or in connection with, any of the following acts, events, or circumstances (each, a "Loss Carve-Out," and collectively, the "Loss Carve-Outs"): (a) Fraud or

Section 2.2 — Full Recourse Events (Springing Full Recourse Carve-Outs) Notwithstanding the non-recourse nature of the Loan and the limitations on Lender's recourse set forth in the Loan Documents, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, any applicable prepayment premium or yield maintenance amount, and all other amounts then due and owing under the

Section 2.3 — Measure of Liability (a) Loss Carve-Outs. With respect to the Loss Carve-Outs described in Section 2.1, Guarantor's liability shall be limited to the amount of actual Losses incurred by Lender as a direct result of the applicable Loss Carve-Out event; provided, however, that Guarantor's aggregate liability under Section 2.1 shall not exceed the then-outstanding principal balance of the Loan, together wi

Section 2.4 — Payment Guarantor shall pay all Guaranteed Obligations promptly upon written demand by Lender. All payments by Guarantor under this Guaranty shall be made in immediately available funds in lawful money of the United States of America, free and clear of and without deduction for any present or future taxes, levies, imposts, duties, charges, fees, deductions, or withholdings of any kind (except as require

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Lender as of the date hereof as follows:

Section 3.1 — Organization and Good Standing Guarantor is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Guarantor's Maryland State Department of Assessments and Taxation Entity Identification Number is D19483726. Guarantor is duly qualified to transact business and is in good standing in each jurisdiction where the nature of its business

Section 3.2 — Authorization and Enforceability The execution, delivery, and performance by Guarantor of this Guaranty have been duly authorized by all necessary action on the part of Guarantor, including, without limitation, the resolution duly adopted by the Board of Trustees of Guarantor at a meeting held on September 8, 2025, at which a quorum was present and acting throughout. No further consent, approval, author

Section 3.3 — No Conflicts The execution, delivery, and performance by Guarantor of this Guaranty do not and will not (a) violate or conflict with the declaration of trust, bylaws, or other organizational documents of Guarantor, (b) violate or conflict with any applicable law, statute, rule, regulation, order, writ, judgment, injunction, decree, or award of any governmental authority binding on Guarantor, or (c) resu

Section 3.4 — Litigation There is no action, suit, claim, investigation, arbitration, or proceeding (including any condemnation or eminent domain proceeding) pending or, to Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor or any of its properties, rights, or assets before or by any court, governmental authority, arbitrator, or other body that, individually or in the aggregate, would

Section 3.5 — Financial Condition The most recent annual audited consolidated financial statements of Guarantor (for the fiscal year ended December 31, 2024), audited by Whitmore Hargrove & Co., P.C., an independent registered public accounting firm, copies of which have been delivered to Lender, fairly present, in all material respects, the consolidated financial position of Guarantor and its subsidiaries as of the

Section 3.6 — REIT Status Guarantor has elected and continuously maintained its status as a real estate investment trust under Sections 856 through 860 of the Code for each taxable year since its initial election. Guarantor intends to continue to qualify as a REIT for its current taxable year and for each subsequent taxable year. Guarantor has made, and intends to continue to make, distributions to its shareholders i

Section 3.7 — Solvency Guarantor is, and after giving effect to the execution and delivery of this Guaranty and the contingent liabilities assumed hereunder will continue to be, solvent. As used herein, "solvent" means that (a) the fair value of Guarantor's assets exceeds the total amount of its liabilities (including contingent liabilities), (b) Guarantor is able to pay its debts as they become due, and (c) Guaranto

Section 3.8 — Principal Office Guarantor's chief executive office and principal place of business is located at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044.

Section 3.9 — ERISA Guarantor is not, and none of its assets constitute the assets of, an "employee benefit plan" as defined in Section 3(3) of ERISA, and neither this Guaranty nor the transactions contemplated hereby will cause a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

ARTICLE IV — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Lender that, so long as any of the Guaranteed Obligations remain outstanding or any portion of the Loan remains unpaid:

Section 4.1 — Maintenance of Existence Guarantor shall maintain its existence as a Maryland real estate investment trust in good standing under the laws of the State of Maryland, and shall maintain its qualification to do business in each jurisdiction where such qualification is required by applicable law. Guarantor shall not dissolve, liquidate, wind up, merge with or into, or consolidate with any other entity, or s

Section 4.2 — Financial Reporting Guarantor shall deliver to Lender, at the times and in the manner specified in the Loan Agreement: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated financial statements of Guarantor and its subsidiaries for such fiscal year, prepared in accordance with GAAP and audited by Whitmore Ha

Section 4.3 — Notice of Material Events Guarantor shall promptly (and in any event within ten (10) business days) notify Lender in writing of the occurrence of any event that could reasonably be expected to materially and adversely affect Guarantor's ability to perform its obligations under this Guaranty, including, without limitation, the following: (a) the filing or commencement of any litigation, claim, arbitratio

Section 4.4 — Tangible Net Worth Guarantor shall maintain a tangible net worth (determined in accordance with GAAP, consistently applied) of not less than Seven Hundred Fifty Million and No/100 Dollars ($750,000,000) at all times during the term of this Guaranty. For purposes of this Section 4.4, "tangible net worth" means total assets less total liabilities less intangible assets (including, without limitation, good

Section 4.5 — Liquidity Guarantor shall maintain minimum liquidity of not less than Fifty Million and No/100 Dollars ($50,000,000) at all times during the term of this Guaranty. For purposes of this Section 4.5, "minimum liquidity" means the sum of (a) unrestricted cash and cash equivalents of Guarantor and (b) the available undrawn commitment under Guarantor's revolving credit facility (to the extent such facility i

Section 4.6 — REIT Compliance Guarantor shall take all actions reasonably necessary to maintain its status as a REIT for federal income tax purposes under the Code, including, without limitation, (a) making distributions to shareholders in amounts sufficient to satisfy the requirements of Section 857(a) of the Code, (b) satisfying the income tests set forth in Section 856(c) of the Code, (c) satisfying the asset test

Section 4.7 — Anti-Money Laundering; OFAC Guarantor shall comply with all applicable anti-money laundering laws and regulations, including, without limitation, the USA PATRIOT Act of 2001 (Pub. L. 107-56), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and all regulations promulgated thereunder, including the regulations of the Financial Crimes Enforcement Network. Guarantor represents and warrants that neither Gu

Section 4.8 — Further Assurances Guarantor shall, from time to time upon the reasonable request of Lender, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, certificates, and agreements, and take such further actions, as Lender may reasonably request in order to effectuate the purposes of this Guaranty and to confirm, protect, and preserve th

ARTICLE V — NATURE OF GUARANTY; WAIVERS

Section 5.1 — Unconditional and Irrevocable The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall not be released, diminished, impaired, discharged, or otherwise affected by any circumstance or condition whatsoever (whether or not Guarantor shall have any knowledge or notice thereof), including, without limitation, (a) any amendment, modification, supplement, or waiv

Section 5.2 — Guaranty of Payment, Not Collection This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. The obligations of Guarantor under this Guaranty are primary obligations, and Lender shall not be required to (a) proceed first or at any time against Borrower, any other guarantor, or any other person or entity, (b) proceed first or at any time against or exhaust any coll

Section 5.3 — Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the Loan has been fully and finally repaid; provided, however, that the obligations of Guarantor under Section 2.1(h) (Environmental Liability) and the corresponding provisions of the Environmental Indemnity Agreement

Section 5.4 — Waivers by Guarantor Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by Lender; (b) notice of any loans made, credit extended, collateral received or delivered, or other action taken in reliance on this Guaranty; (c) presentment, demand for payment, protest, notice of dishonor, and notice of nonpayment with respect to the

Section 5.5 — Permitted Actions by Lender Without Affecting Guaranty Lender may, from time to time, without notice to or the consent of Guarantor and without impairing, releasing, or otherwise affecting the obligations of Guarantor under this Guaranty: (a) amend, modify, supplement, extend, renew, replace, or restructure the Loan or any of the Loan Documents (subject to Section 5.6); (b) grant to Borrower extensions

Section 5.6 — Limitation on Modifications Notwithstanding anything to the contrary in Section 5.4 or Section 5.5, any material amendment, modification, or supplement to the Loan Documents that increases Guarantor's monetary obligations under this Guaranty shall require the prior written consent of Guarantor; provided, however, that this Section 5.6 shall apply only to (a) any increase in the principal amount of the L

Section 5.7 — Subordination Guarantor hereby irrevocably and unconditionally subordinates any and all rights of subrogation, contribution, reimbursement, indemnification, or exoneration that Guarantor may now or hereafter have against Borrower, the Operating Partnership, or any collateral or security for the Loan, arising out of or in connection with this Guaranty or any payment or performance by Guarantor hereunder,

Section 5.8 — Reinstatement If any payment made by or on behalf of Borrower or Guarantor to Lender in respect of the Guaranteed Obligations is subsequently rescinded, avoided, set aside, or is required to be returned or repaid to Borrower, Guarantor, or any trustee, receiver, custodian, or other person or entity, whether in connection with any bankruptcy, insolvency, or reorganization proceeding or otherwise, then th

ARTICLE VI — EVENTS OF DEFAULT; REMEDIES

Section 6.1 — Events of Default Under Guaranty The occurrence of any of the following shall constitute an event of default under this Guaranty (each, a "Guaranty Event of Default"): (a) the failure of Guarantor to pay any Guaranteed Obligation within five (5) business days after written demand therefor by Lender; (b) any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, or o

Section 6.2 — Remedies Upon the occurrence and during the continuance of a Guaranty Event of Default, Lender may exercise any and all rights and remedies available to Lender under this Guaranty, at law, or in equity, including, without limitation: (a) bringing an action or suit against Guarantor in any court of competent jurisdiction for damages, specific performance, or any other relief to which Lender may be entitl

Section 6.3 — Cumulative Remedies All rights and remedies of Lender under this Guaranty, under the other Loan Documents, and under applicable law are cumulative and not exclusive of any other rights or remedies that Lender may have. No single or partial exercise by Lender of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Lender may exercise its r

Section 7.1 — Governing Law This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that the creation, perfection, and enforcement of the liens and security i

Section 7.2 — Jurisdiction and Venue Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, County of New York (Borough of Manhattan), in any action, suit, or proceeding arising out of or relating to this Guaranty, the Loan, or the Guaranteed Obligations, and agrees

Section 7.3 — Waiver of Jury Trial GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, BASED UPON, OR RELATING TO THIS GUARANTY, THE LOAN, THE LOAN DOCUMENTS, THE GUARANTEED OBLIGATIONS, OR ANY COUR

Section 7.4 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. For purposes hereof, the addresses of the parties are as follows: If to Guarantor: Fairwater Real Estate Investment Trust 8400 Chesapeake Center Drive, Suite 1200 Columbia