Contract analysis

Section 1.1 — Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below: (a) "Completion" or "Lien-Free Completion" means the occurrence of all of the following conditions: (i) the completion of construction of the Improvements in substantial accordance with the Approved Plans and Specifications, including all residential units, ground-floor retail space, structured parking,

Section 1.2 — Rules of Construction. In this Guaranty, unless the context otherwise requires: (a) references to "Sections," "Articles," and "Exhibits" are references to sections, articles, and exhibits of this Guaranty; (b) words in the singular include the plural and vice versa; (c) the word "including" and words of similar import shall be construed to mean "including, without limitation," and shall not be construed

ARTICLE 2 — GUARANTY OF COMPLETION

Section 2.1 — Guaranty of Lien-Free Completion. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender that the Improvements shall achieve Lien-Free Completion on or before the Completion Date. This guaranty of Lien-Free Completion is a primary obligation of Guarantor and is not contingent upon or conditioned upon any action, inaction, or default by Borrower or any other person or entity.

Section 2.2 — Obligation to Fund Completion Costs. If at any time during the construction of the Improvements, Lender determines in its reasonable judgment (based upon the reports of the construction consultant engaged by Lender, the monthly draw requests submitted by Borrower, or other information available to Lender) that the remaining undisbursed proceeds of the Loan, together with any undisbursed equity commitmen

Section 2.3 — Standard of Performance. In connection with the performance of its obligations under this Guaranty, Guarantor shall exercise the same standard of care in overseeing, managing, and directing the construction of the Improvements as would be exercised by a reasonably prudent, experienced developer of Class A mixed-use residential and retail projects in the Baltimore metropolitan area. Guarantor acknowledge

Section 2.4 — Cost Overruns. Guarantor hereby guarantees payment of all cost overruns incurred in connection with the construction of the Improvements to the extent that such cost overruns exceed the amounts available under the Loan and committed equity under the Capital Contribution Agreement and the Operating Agreement. Cost overruns guaranteed by Guarantor hereunder shall include, without limitation: (a) overruns

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Absolute and Unconditional. This Guaranty is absolute, unconditional, and continuing. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment, or termination for any reason whatsoever, including without limitation any claim of waiver, release, surrender, alteration, or compromise. The obligations of Guarantor hereunder shall not be affected, modifie

Section 3.2 — Guaranty of Payment and Performance, Not Collection. This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Lender shall not be required to pursue any remedies against Borrower, any co-guarantor, or any collateral before making demand on Guarantor under this Guaranty. Lender may proceed directly against Guarantor upon any failure to achieve Lien-Free Completion

Section 3.3 — Continuing Guaranty. This Guaranty shall remain in full force and effect until the earlier of: (a) the date on which Lien-Free Completion has been achieved and all Guaranteed Obligations have been fully and finally satisfied, as confirmed in writing by Lender; or (b) the date on which the Loan has been indefeasibly paid in full and all amounts due and owing under the Loan Agreement and the other Loan Do

Section 3.4 — Reinstatement. If at any time any payment made by Guarantor under this Guaranty or any amount received by Lender in respect of the Guaranteed Obligations is rescinded, avoided, or must be returned by Lender for any reason whatsoever (including without limitation as a result of any bankruptcy, insolvency, or reorganization proceeding, or any claim of preference, fraudulent transfer, or fraudulent conveya

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — Comprehensive Waivers. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each of the following: (a) notice of acceptance of this Guaranty by Lender; (b) notice of any advances, disbursements, or other transactions under the Loan or the Loan Documents, whether now existing or hereafter arising; (c) presentment, demand, protest, and notice of disho

Section 4.2 — Waiver of Suretyship Defenses. Guarantor hereby expressly and unconditionally waives all suretyship defenses available under the laws of the State of Maryland or any other applicable jurisdiction, including without limitation any defense based upon impairment of collateral, any defense based upon the failure of Lender to disclose information to Guarantor, and any defense based upon the failure of Lender

Section 4.3 — No marshaling. Lender shall have no obligation to marshal any assets in favor of Guarantor or any other person or entity, or to proceed against Guarantor, Borrower, any co-guarantor, or any collateral in any particular order or manner. Guarantor hereby waives any right to require Lender to marshal assets, and Lender may proceed against Guarantor, Borrower, any collateral, and any other person or entity

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Lender as follows as of the date of this Guaranty:

Section 5.1 — Organization and Good Standing. Guarantor is a duly organized and validly existing Maryland real estate investment trust in good standing under the laws of the State of Maryland. Guarantor's Maryland State Department of Assessments and Taxation Identification Number is D19847321. Guarantor's registered agent is National Registered Agents of Maryland, Inc., 311 West Saratoga Street, Baltimore, Maryland 2

Section 5.2 — Authority and Authorization. Guarantor has full trust power and authority to execute and deliver this Guaranty and to perform each and every obligation of Guarantor hereunder. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary action on the part of Guarantor, including all requisite approvals of the Board of Trustees of Guarantor. No other t

Section 5.3 — Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (rega

Section 5.4 — No Conflicts. The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (a) violate, conflict with, or result in a breach of any provision of Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws; (b) violate, conflict with, or result in a breach or default under any material agreement, instrument, or document to which Guarantor is a party

Section 5.5 — Litigation. There is no action, suit, proceeding, investigation, or inquiry pending or, to Guarantor's knowledge, threatened against or affecting Guarantor before any court, governmental agency, or arbitrator that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Guarantor's financial condition or its ability to perform its obligations under this Guaran

Section 5.6 — Financial Condition. The most recent audited financial statements of Guarantor for the fiscal year ended December 31, 2024 (reporting total assets of approximately $4.1 billion and total revenues of approximately $612 million), which have been delivered to Lender, were prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and fairly present in all material re

Section 5.7 — REIT Status. Guarantor has duly elected and currently qualifies as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Guarantor intends to continue to maintain its qualification as a REIT for each taxable year during the term of this Guaranty. The execution, delivery, and performance of Guarantor's obligations under this Guaranty

Section 5.8 — Solvency. Guarantor is currently solvent and will not be rendered insolvent by the execution, delivery, and performance of this Guaranty or any of the transactions contemplated hereby. As of the date hereof, and after giving effect to the obligations undertaken by Guarantor under this Guaranty: (a) the fair value of Guarantor's assets exceeds the total amount of Guarantor's liabilities (including contin

ARTICLE 6 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Lender as follows:

Section 6.1 — Construction Oversight. Guarantor shall cause Borrower, acting through Fairwater HP Manager, LLC as Managing Member and development manager, to diligently prosecute the construction of the Improvements in accordance with the Approved Plans and Specifications, the GMP Contract with Pinnacle General Contractors, Inc., and all applicable governmental approvals, including PUD Ordinance No. 24-0417. Guaranto

Section 6.2 — Financial Reporting. Guarantor shall deliver to Lender the following financial information and reports: (a) within ninety (90) days after the end of each fiscal year of Guarantor, annual audited financial statements of Guarantor prepared in accordance with GAAP and audited by a nationally recognized independent certified public accounting firm; (b) within forty-five (45) days after the end of each fisca

Section 6.3 — Maintenance of Net Worth / Liquidity. Guarantor shall at all times maintain the minimum tangible net worth and minimum liquidity thresholds as specified in the Loan Agreement. Without limiting the foregoing, Guarantor shall provide prompt written notice to Lender of any material adverse change in Guarantor's financial condition, including any reduction in tangible net worth or liquidity that would cause

Section 6.4 — Compliance with Laws. Guarantor shall comply, and shall cause Borrower and Fairwater Manager to comply, with all applicable federal, state, and local laws, rules, regulations, orders, ordinances, and governmental approvals, including without limitation all laws and regulations relating to Guarantor's qualification and continued status as a REIT under the Code. Guarantor shall cause the Improvements to b

Section 6.5 — Insurance. Guarantor shall cause Borrower to obtain and maintain in full force and effect at all times during the construction of the Improvements all insurance required under the Loan Agreement, including without limitation the following coverages: (a) Builder's Risk Insurance: All-risk builder's risk insurance covering the Improvements during construction for the full replacement cost thereof, with no

Section 6.6 — Preservation of Existence. Guarantor shall preserve and maintain its existence and good standing as a Maryland real estate investment trust under the laws of the State of Maryland and shall not merge with or into, consolidate with, or convert into any other entity, or dissolve, wind up, or liquidate, in whole or in part, without the prior written consent of Lender; provided, however, that Guarantor may

Section 6.7 — Notice of Default or Lien. Guarantor shall promptly (and in any event within five (5) business days) notify Lender in writing of: (a) any default or event of default under the Loan Agreement, or any event or condition that with the giving of notice or the passage of time, or both, would constitute a default or event of default under the Loan Agreement; (b) the filing of any mechanics' lien, materialmen'

Section 6.8 — Equity Commitments. Guarantor shall cause Fairwater HP Manager, LLC to fund all required capital contributions under the Capital Contribution Agreement and the Operating Agreement in a timely manner and in accordance with the terms thereof. Without limiting the foregoing, Guarantor shall cause Fairwater Manager to fund the initial capital call in the amount of Eighteen Million and No/100 Dollars ($18,00

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default under Guaranty. Each of the following shall constitute an event of default under this Guaranty (each, an "Event of Default"): (a) Failure to Fund Completion Shortfall. The failure of Guarantor to deposit any Completion Shortfall with Lender or Borrower within fifteen (15) business days of Lender's written demand therefor in accordance with Section 2.2 of this Guaranty; (b) Failure to A

Section 7.2 — Remedies. Upon the occurrence of an Event of Default under this Guaranty, Lender may exercise any one or more of the following remedies, in any order and without limitation: (a) demand immediate performance by Guarantor of all Guaranteed Obligations, including the obligation to fund any Completion Shortfall and to cause Lien-Free Completion; (b) bring an action for specific performance of Guarantor's ob

Section 7.3 — Lender's Right to Cure. If Guarantor fails to perform any of its obligations under this Guaranty, including the obligation to cause Lien-Free Completion or to fund a Completion Shortfall, Lender may (but shall have no obligation to) take any action that Lender deems necessary or advisable to achieve Lien-Free Completion of the Improvements, including without limitation: (a) entering upon the Property an

Section 7.4 — Interest on Unpaid Amounts. Any amounts owed by Guarantor under this Guaranty that are not paid when due (whether upon demand, upon the Completion Date, or otherwise) shall bear interest from the date such amounts become due until paid in full at the default rate of interest specified in the Loan Agreement. Such interest shall be computed on the basis of a 360-day year and the actual number of days elap

ARTICLE 8 — SUBORDINATION OF GUARANTOR'S CLAIMS

Section 8.1 — Subordination. Until all Guaranteed Obligations have been fully and finally satisfied and the Loan has been indefeasibly paid in full (including the repayment of all principal, interest, fees, and other amounts due and owing under the Loan Agreement and the other Loan Documents), Guarantor hereby irrevocably and unconditionally subordinates any and all claims, rights, and interests that Guarantor may no

Section 8.2 — No Subrogation Until Full Payment. Notwithstanding anything to the contrary in this Guaranty, at law, or in equity, Guarantor shall not exercise, and hereby waives, any rights of subrogation, contribution, reimbursement, indemnification, or other similar rights against Borrower, any co-guarantor, or any other person or entity, and shall not seek or be entitled to any repayment, reimbursement, or recover

Section 9.1 — Governing Law. This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, without giving effect to any choice of law or conflict of law provisions thereof that would cause the application of the laws of any other jurisdiction. To the extent that any provision of this Guaranty is governed by or subject to the provisions of any federal law, suc

Section 9.2 — Jurisdiction and Venue. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the District of Maryland and the Circuit Court for Baltimore City, Maryland, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty or the transactions contemplated hereby. Guarantor hereby irrevocably and uncondit

Section 9.3 — Waiver of Jury Trial. GUARANTOR AND LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEED

Section 9.4 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Guaranty shall be in writing and shall be deemed to have been duly given and received (a) upon delivery if delivered personally, (b) on the first business day following the date of dispatch if sent by a nationally recognized overnight courier service (with confirmation of delivery), (c

Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless in writing and signed by both Lender and Guarantor. No waiver of any default or Event of Default under this Guaranty shall constitute a waiver of any other or subsequent default or Event of Default. No delay or failure on the part of Lender in exercising any right, power,

Section 9.6 — Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Lender may, without notice to or consent of Guarantor, assign, transfer, or grant participations in its rights under this Guaranty to any person or entity that is an assignee or participant of any portion of the Loan, and upon any s

Section 9.7 — Entire Agreement. This Guaranty, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement among the parties with respect to the Guaranteed Obligations and the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, with respect to such subject

Section 9.8 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of such invalid, i

Section 9.9 — Headings. The article and section headings contained in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of