Contract analysis

Section 2.1 — Full Recourse Events (Loss Guaranty) Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the full and prompt payment and performance of, and agrees to indemnify, defend, and hold harmless Lender from and against, any and all Losses incurred by Lender arising out of or in connection with any of the following acts, events, or circumstances (collectively, the "Loss Guaranty O

Section 2.2 — Full Recourse Springing Events (Springing Recourse to Full Loan Amount) Notwithstanding anything to the contrary contained in the Loan Documents, the Loans shall become fully recourse obligations of Guarantor, and Guarantor shall be personally liable for the repayment of the full outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other sums, amount

Section 2.3 — Environmental Indemnity Guarantor hereby assumes and unconditionally guarantees the full and prompt payment and performance of all of the Borrowers' obligations under the Environmental Indemnity Agreement(s) executed in connection with the Loan Agreement (collectively, the "Environmental Indemnity Obligations"), including, without limitation, all obligations relating to (a) the investigation, remediatio

Section 3.1 — Absolute and Unconditional This Guaranty is and shall be absolute, unconditional, irrevocable, and continuing in nature. The obligations of Guarantor hereunder are independent of the obligations of the Borrowers under the Loan Documents, are not conditioned upon the genuineness, validity, regularity, or enforceability of the Loan Documents, and shall not be affected, modified, diminished, or impaired by

Section 3.2 — Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect until (a) all of the Guaranteed Obligations have been indefeasibly paid and performed in full, (b) all commitments of Lender under the Loan Documents have been terminated, and (c) all Loan Documents have been terminated and all Security Instruments have been released or reconveyed in accordance with thei

Section 3.3 — Guaranty of Payment and Not of Collection This Guaranty is a guaranty of payment and performance and not of collection. Lender shall not be required, as a condition of Guarantor's liability hereunder, to (a) make any demand upon, or pursue or exhaust any of its rights or remedies against, any Borrower or any other person or entity with respect to the payment or performance of any Guaranteed Obligation,

Section 4.1 — Minimum Tangible Net Worth Guarantor covenants and agrees that it shall maintain, at all times during the term of this Guaranty, a tangible Net Worth (as defined in Section 1 hereof) of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00). For purposes of this covenant, Net Worth shall be determined in accordance with GAAP, applied on a consistent basis, as of the end of each fiscal q

Section 4.2 — Minimum Liquid Assets Guarantor covenants and agrees that it shall maintain, at all times during the term of this Guaranty, Liquid Assets (as defined in Section 1 hereof) of not less than Fifty Million and No/100 Dollars ($50,000,000.00). For purposes of this covenant, Liquid Assets shall be determined as of the end of each fiscal quarter of Guarantor. In the event that Guarantor's Liquid Assets fall be

Section 4.3 — Reporting Requirements Guarantor shall deliver to Lender, or cause to be delivered to Lender, the following financial information and reports: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, audited annual consolidated financial statements of Guarantor for such fiscal year, prepared in accordance with GAAP, audited by an indep

Section 4.4 — Compliance Representation at Closing Guarantor hereby represents and warrants to Lender that, as of the date hereof (June 6, 2024): (a) Guarantor's tangible Net Worth (determined in accordance with GAAP, as described in the definition of "Net Worth" in Section 1 hereof) is in excess of Five Hundred Million and No/100 Dollars ($500,000,000.00), and Guarantor is in compliance with the minimum tangible Net

Section 5.1 — Organization and Standing Guarantor is Fairwater Real Estate Investment Trust, a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Guarantor has its principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Guarantor has the trust power, authority, and legal right to own, lease, and operate its propertie

Section 5.2 — Authorization The execution, delivery, and performance of this Guaranty and the consummation of the transactions contemplated hereby have been duly authorized by all necessary trust action of Guarantor, including, without limitation, by resolution of the Board of Trustees of Guarantor, as evidenced by the Secretary's Certificate of even date herewith delivered to Lender concurrently with the execution o

Section 5.3 — Enforceability This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent transfer, fraudulent conveyance, and other similar laws of general applicability relating to or af

Section 5.4 — No Conflicts The execution, delivery, and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereby do not and will not (a) conflict with, result in a violation or breach of, or constitute a default under (i) the Declaration of Trust, Bylaws, or other organizational documents of Guarantor, (ii) any law, statute, rule, regulation, ordinance, order, writ, judgm

Section 5.5 — No Litigation There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to Guarantor's knowledge after reasonable inquiry, threatened against or affecting Guarantor, at law or in equity, before or by any court, governmental agency, department, commission, board, bureau, instrumentality, or arbitrator, that (a) challenges the validity or enforceability of this Guar

Section 5.6 — ERISA Guarantor is not, and is not acting on behalf of, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code, or (c) an entity whose underlying assets include or are deemed to include "plan assets" (

Section 5.7 — No Foreign Person Guarantor is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code and the Treasury Regulations promulgated thereunder, is not a "foreign partner" within the meaning of Section 1446 of the Code, and is not a "foreign trust" or "foreign estate" within the meaning of Sections 7701(a)(31) and 7701(a)(30)(E) of the Code. Guarantor's United States employer identificati

Section 5.8 — OFAC; Anti-Money Laundering Guarantor is, and at all times during the term of this Guaranty shall remain, in compliance in all material respects with all applicable requirements of the Bank Secrecy Act, the USA PATRIOT Act, and all applicable anti-money laundering laws, rules, and regulations. Neither Guarantor nor, to Guarantor's knowledge, any of its trustees, directors, officers, employees, agents, o

Section 6.1 — Waivers by Guarantor Guarantor hereby waives, to the fullest extent permitted by applicable law, each and all of the following: (a) notice of acceptance of this Guaranty by Lender; (b) notice of any amendment, modification, supplement, renewal, extension, or restatement of any of the Loan Documents, or the execution and delivery of any new, additional, or supplemental Loan Documents; (c) presentment for

Section 6.2 — Consents by Guarantor Guarantor hereby consents and agrees that, without notice to, or further assent or consent of, Guarantor, and without impairing, releasing, reducing, or otherwise affecting the obligations of Guarantor under this Guaranty, Lender may, from time to time, at its sole discretion: (a) extend the time for payment of, or renew, modify, amend, supplement, restate, or otherwise alter, any

Section 14.1 — Entire Agreement This Guaranty, together with the Loan Documents, the PSA, the Lender Consent Letter, and the Assumption Agreement, constitutes the entire agreement between Guarantor and Lender with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, discussions, letters of intent, term sheets, proposals, and agree

Section 14.2 — Amendments No amendment, modification, supplement, restatement, termination, discharge, or waiver of any provision of this Guaranty shall be effective unless the same shall be set forth in a written instrument duly executed by Lender and Guarantor. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default.