Contract analysis

Section 1.1. Definitions. Capitalized terms used but not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Loan Agreement. As used in this Guaranty, the following terms shall have the meanings set forth below: (a) "Borrower" means Harbor Point Development JV, LLC, a Delaware limited liability company, and its successors and permitted assigns. (b) "Completion Guaranty" means the

Section 1.2. Rules of Construction. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) words of any gender include each other gender, (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (d) the words "herein," "hereof," "hereby," "hereunder," and similar terms refer to this Guaranty as a whole and not to a

ARTICLE II GUARANTY; SCOPE OF GUARANTEED OBLIGATIONS

Section 2.1. Non-Recourse Carve-Out Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt payment and performance of all Guaranteed Obligations (as defined herein), as and when the same shall become due, whether by acceleration, declaration, demand, or otherwise. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. G

Section 2.2. Full Recourse Events (Springing Full Recourse). Notwithstanding the non-recourse nature of the Loan, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, late charges, prepayment premiums (if any), fees, costs, expenses, and all other amounts owing under or in connection with the Loan Documents, shall immediately and automatically become fully recourse to G

Section 2.3. Loss Recourse Events (Recourse for Losses). In addition to and not in limitation of Section 2.2 hereof, Guarantor shall be liable for, and shall pay, reimburse, and indemnify Lender for, all Losses actually suffered or incurred by Lender by reason of, arising out of, or in connection with any of the following acts, omissions, events, or circumstances caused by, attributable to, or within the control of a

ARTICLE III NATURE OF GUARANTY

Section 3.1. Unconditional Guaranty. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and 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, and shall not be subject to any defense, setoff, counterclaim, recoupment, or te

Section 3.2. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full and the Loan has been satisfied in its entirety. This Guaranty shall survive the expiration or termination of the Loan Agreement and the other Loan Documents and shall continue in full force and effect with respect to any

Section 3.3. Primary Obligation. Lender may proceed directly and immediately against Guarantor to enforce this Guaranty without first pursuing or exhausting any right or remedy that Lender may have against Borrower, any other guarantor or indemnitor, or any collateral or security for the Loan. Lender shall not be required to (a) file any claim against Borrower or participate in any proceeding involving Borrower, (b)

Section 3.4. Independent Obligation. The obligations of Guarantor under this Guaranty are independent of the obligations of Borrower under the Loan Documents. A separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty regardless of whether any action is brought against Borrower or whether Borrower is joined in any such action against Guarantor. Guarantor's liability hereunde

Section 3.5. Guaranty Not Affected by Certain Events. The liability of Guarantor under this Guaranty shall not be affected, reduced, released, diminished, impaired, or otherwise modified by any of the following, whether or not Guarantor has notice thereof or consents thereto: (a) Any extension, renewal, modification, amendment, restatement, supplement, acceleration, increase, decrease, or forbearance of the Loan or a

ARTICLE IV WAIVERS BY GUARANTOR

Section 4.1. Waiver of Defenses. Guarantor hereby knowingly, voluntarily, and unconditionally waives, to the fullest extent permitted by applicable law: (a) All suretyship defenses and all defenses available to sureties and guarantors under applicable law, including, without limitation, all defenses available under the laws of the State of Maryland, the State of Delaware, and any other applicable jurisdiction. (b) Pr

Section 4.2. Waiver of Subrogation. Guarantor hereby unconditionally and irrevocably waives, until the full and indefeasible payment and satisfaction of all obligations of Borrower under the Loan Documents and all Guaranteed Obligations hereunder, any and all rights of subrogation, reimbursement, exoneration, indemnification, contribution, or any other claim or right of recourse that Guarantor may now or hereafter ha

Section 4.3. Waiver of Notices. Guarantor hereby waives any requirement that Lender give any notice of any kind, including, without limitation, (a) notice of Lender's acceptance of this Guaranty, (b) notice of any adverse change in the financial condition of Borrower, Guarantor, or any other person or entity, (c) notice of the existence, creation, or incurrence of any new or additional obligations of Borrower under t

ARTICLE V REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby makes the following representations and warranties to Lender as of the date hereof and as of each date upon which Lender makes an advance under the Loan:

Section 5.1. Organization and Good Standing. Guarantor is a Maryland real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Guarantor is registered with the Maryland State Department of Assessments and Taxation under Identification Number D19847321 and is qualified to do business and in good standing in each other jurisdiction where the character o

Section 5.2. Authority and Due Execution. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each other Loan Document to which it is a party. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary action on the part of Guarantor, including, without limitation, the approval of Guarantor's Board of T

Section 5.3. No Conflict. The execution, delivery, and performance by Guarantor of this Guaranty and the other Loan Documents to which it is a party do not and will not (a) violate or conflict with Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (b) violate or conflict with any agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Guarantor is a pa

Section 5.4. Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materia

Section 5.5. Financial Condition. The most recent consolidated financial statements of Guarantor delivered to Lender (including, without limitation, the audited financial statements for the fiscal year ended December 31, 2024, and the unaudited interim financial statements for the quarter ended September 30, 2025) are true, complete, and correct in all material respects as of the dates indicated therein and fairly pr

Section 5.6. Litigation. There is no pending or, to the actual knowledge of Guarantor (after due inquiry), threatened litigation, action, proceeding, arbitration, or governmental investigation before or by any court, administrative agency, or other governmental authority against or affecting Guarantor that, individually or in the aggregate, could reasonably be expected to (a) result in a material adverse change in th

Section 5.7. No Bankruptcy. No petition in bankruptcy, insolvency, reorganization, or receivership has been filed by or, to the actual knowledge of Guarantor, against Guarantor, and no order for relief has been entered with respect to Guarantor under the Bankruptcy Code or any similar statute. Guarantor is solvent, is paying its debts as they become due, has assets the fair value of which exceeds its total liabilitie

Section 5.8. REIT Status. Guarantor has duly elected to be treated as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and Guarantor has satisfied all requirements necessary to qualify as a real estate investment trust under the Code for each taxable year since its initial election. Guarantor maintains compliance with all applicable REIT qual

Section 5.9. Benefit. Guarantor acknowledges and represents that (a) Guarantor derives substantial direct and indirect economic benefit from the Loan by reason of its indirect ownership, through Fairwater HP Manager, LLC, of a thirty percent (30%) membership interest in Borrower, (b) Guarantor has an equity commitment to the joint venture in the amount of Seventy-Two Million and 00/100 Dollars ($72,000,000.00), to be

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

Section 6.1. Financial Reporting. Guarantor shall deliver to Lender each of the following: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, a complete copy of Guarantor's consolidated audited financial statements for such fiscal year, including a balance sheet, income statement, statement of cash flows, and statement of changes in equity, pr

Section 6.2. Net Worth and Liquidity Covenants. Guarantor shall maintain at all times during the term of the Loan (including any extension thereof): (a) Minimum Net Worth. A minimum consolidated net worth (as determined in accordance with generally accepted accounting principles) of not less than the amount set forth in the applicable schedule to the Loan Agreement, which amount shall be established and agreed upon b

Section 6.3. Notice of Material Events. Guarantor shall promptly, and in any event within five (5) business days of obtaining knowledge thereof, deliver written notice to Lender of each of the following: (a) Any default or event of default under the Loan Documents or under this Guaranty; (b) Any material litigation, action, proceeding, investigation, or claim commenced or, to the actual knowledge of Guarantor, threat

Section 6.4. Maintenance of Existence. Guarantor shall at all times maintain its existence as a Maryland real estate investment trust and shall remain in good standing under the laws of the State of Maryland and in each other jurisdiction where the character of its properties or the nature of its business requires such qualification. Guarantor shall maintain all licenses, permits, and governmental approvals necessary

Section 6.5. Compliance with Laws. Guarantor shall comply in all material respects with all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, and orders, including, without limitation, all securities laws and regulations (including the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission and the New York

Section 6.6. No Voluntary Dissolution. Guarantor shall not, without the prior written consent of Lender, voluntarily dissolve, wind up, liquidate, merge, consolidate, or convert into a different form of entity; provided, however, that Guarantor may, without Lender's consent, merge or consolidate with or into another entity if (a) the surviving or resulting entity expressly assumes in writing all of Guarantor's obliga

ARTICLE VII EVENTS OF DEFAULT UNDER GUARANTY

Section 7.1. Events of Default. Each of the following shall constitute an event of default under this Guaranty (each, an "Event of Default"): (a) Payment Default. The failure by Guarantor to pay any amount due and payable under this Guaranty within five (5) business days after Lender delivers written demand to Guarantor for such payment. (b) Breach of Representations. Any representation or warranty made by Guarantor

Section 8.1. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default under this Guaranty, Lender may, at its option and without further notice to or demand upon Guarantor (except as expressly required herein), exercise any and all rights and remedies available to Lender at law or in equity, including, without limitation, (a) commencing an action against Guarantor for specific per

Section 8.2. Costs and Expenses. Guarantor shall promptly pay and reimburse Lender for all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs of collection and enforcement) incurred by Lender in connection with (a) the enforcement of this Guaranty or any provision hereof, (b) the collection of

Section 8.3. Interest on Overdue Amounts. Any amounts due from Guarantor under this Guaranty that are not paid when due (whether upon demand, acceleration, or otherwise) shall bear interest from the date such amounts become due until the date of actual payment in full at the default rate of interest specified in the Loan Agreement (the "Default Rate"), compounded monthly. If no Default Rate is specified in the Loan A

ARTICLE IX MISCELLANEOUS PROVISIONS

Section 9.1. Governing Law. This Guaranty and the rights and obligations of the parties hereto 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 conflicts-of-law rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other tha