Contract analysis

Section 1.1 — Defined Terms As used in this Carry Guaranty, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., a nationally chartered commercial bank, in its capacity as administrative agent for and on behalf of the Lenders under the Construction Loan Agreement, together with its successors and assigns in such capacity. "Borrower" means Stonebridge Ca

Section 1.2 — Rules of Construction (a) Capitalized terms used but not otherwise defined in this Carry Guaranty shall have the meanings ascribed to such terms in the Construction Loan Agreement. (b) References to "Sections" and "Articles" herein refer to sections and articles of this Carry Guaranty unless the context otherwise requires or a specific cross-reference to another agreement is made. (c) The words "hereof,

ARTICLE 2 — GUARANTY OF CARRY COSTS

Section 2.1 — Guaranty Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, the full and punctual payment and performance of the following obligations when due, whether at stated maturity, upon acceleration, by demand, or otherwise, and whether now existing or hereafter arising (collectively, the "Guaranteed Obligations"): (a) al

Section 2.2 — Nature of Guaranty The guaranty set forth in this Article 2 is absolute, continuing, unconditional, and irrevocable. Guarantor's obligations hereunder shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, or defense based upon any claim that Guarantor may have against Borrower, any Lender, the Administrative Agent, or any other person or

Section 2.3 — Payment on Demand Upon written notice from the Administrative Agent to Guarantor that Borrower has failed to pay any Carry Cost when due (whether on any scheduled payment date, upon acceleration, or otherwise), Guarantor shall pay the full amount of such unpaid Carry Cost within five (5) business days of Guarantor's receipt of such demand. Each such demand shall specify in reasonable detail the nature a

Section 2.4 — Duration of Guaranty; Termination This Carry Guaranty shall remain in full force and effect from the date hereof until the earliest to occur of the following: (a) the indefeasible payment in full, in cash, of all Guaranteed Obligations and the termination of all commitments of the Lenders under the Construction Loan Agreement; or (b) such later date as may result from the reinstatement provisions of Sec

Section 2.5 — Acceleration In the event of acceleration of the Loan under the Construction Loan Agreement (whether by reason of an Event of Default thereunder or otherwise), all Guaranteed Obligations, including, without limitation, all Carry Costs accrued and unpaid through the date of such acceleration and all Carry Costs that would accrue from the date of acceleration through the date of actual repayment in full o

Section 2.6 — Reinstatement If at any time any payment or any portion thereof made by Borrower or Guarantor on account of any Guaranteed Obligation is rescinded or must be returned by the Administrative Agent or any Lender for any reason whatsoever (including, without limitation, by reason of any judgment, decree, or order of any court or administrative body having jurisdiction, or by reason of settlement or compromi

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof and as of the date of each advance under the Construction Loan Agreement, as follows:

Section 3.1 — Organization and Good Standing Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor is duly qualified and authorized to transact business and is in good standing in the Commonwealth of Virginia and in each other jurisdiction where the nature of its business or the ownership of its properties requires such quali

Section 3.2 — Authority and Enforceability Guarantor has full power, authority, and legal right to execute, deliver, and perform this Carry Guaranty and each of the other Loan Documents to which it is a party. The execution, delivery, and performance of this Carry Guaranty by Guarantor has been duly authorized by all necessary action on the part of Guarantor, including all necessary member and/or manager approvals an

Section 3.3 — No Conflicts The execution, delivery, and performance by Guarantor of this Carry Guaranty do not and will not (a) conflict with or violate any provision of the certificate of formation or limited liability company agreement of Guarantor, (b) conflict with, result in a breach of, or constitute a default under any law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governme

Section 3.4 — Ownership of Borrower Guarantor is the sole member of Borrower (Stonebridge Campus Holdings LLC) and holds one hundred percent (100%) of the membership interests in Borrower, free and clear of all liens and encumbrances except for the pledge of such membership interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to the Pledge Agreement. The ownership structure

Section 3.5 — Financial Condition Guarantor has delivered to the Administrative Agent the financial statements of Guarantor and its subsidiaries for the fiscal year ended December 31, 2024, and for the interim period ended June 30, 2025 (collectively, the "Delivered Financial Statements"). The Delivered Financial Statements are true, correct, and complete in all material respects and fairly present the financial cond

Section 3.6 — Litigation There is no action, suit, proceeding, arbitration, investigation, or claim pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor before any court, governmental authority, or arbitrator that, if adversely determined, would reasonably be expected to materially impair Guarantor's ability to perform its obligations under this Carry Guaranty or any other Loan Documen

Section 3.7 — Solvency As of the date hereof and after giving effect to the transactions contemplated by this Carry Guaranty and the other Loan Documents, Guarantor is solvent. Without limiting the generality of the foregoing, (a) the fair value of the assets of Guarantor exceeds, and will continue to exceed after giving effect to the obligations hereunder, the total amount of the liabilities (including contingent an

Section 3.8 — No Bankruptcy No insolvency proceedings (including, without limitation, any proceedings under Title 11 of the United States Code, any receivership, assignment for the benefit of creditors, or any similar proceeding under any applicable federal or state law) are pending or, to the best knowledge of Guarantor, threatened or contemplated by or against Guarantor.

Section 3.9 — Benefit Guarantor acknowledges that it will derive substantial direct and indirect economic benefit from the Loan to Borrower under the Construction Loan Agreement. Guarantor further acknowledges that, as the sole member of Borrower, the successful development and completion of the Project will directly enhance the value of Guarantor's investment in Borrower and Guarantor's overall business operations.

ARTICLE 4 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees that, from and after the date hereof and until the indefeasible payment in full of all Guaranteed Obligations and the termination of all commitments under the Construction Loan Agreement, Guarantor shall observe and perform the following covenants:

Section 4.1 — Financial Reporting Guarantor shall deliver to the Administrative Agent: (a) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, audited financial statements of Guarantor and its consolidated subsidiaries for such fiscal year, including a balance sheet, income statement, statement of cash flows, and statement of changes in members' equity, pr

Section 4.2 — Maintenance of Existence Guarantor shall maintain its legal existence as a limited liability company in good standing under the laws of the State of Delaware, shall maintain its qualification and good standing in the Commonwealth of Virginia, and shall maintain its qualification and good standing in each other jurisdiction where the failure to be so qualified would reasonably be expected to have a mater

Section 4.3 — Compliance with Laws Guarantor shall comply in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, and decrees of any governmental authority applicable to Guarantor, its business, its properties, or the Project, including, without limitation, all environmental, tax, employment, and data privacy laws.

Section 4.4 — No Transfer of Ownership without Consent; Change of Control (a) Guarantor shall not, without the prior written consent of the Administrative Agent (acting with the requisite Lender consent under the Construction Loan Agreement), directly or indirectly permit, suffer, or effect a Change of Control of Guarantor or Borrower. A "Change of Control" shall be defined as any direct or indirect sale, transfer, a

Section 4.5 — Notice of Default Guarantor shall promptly, and in any event within five (5) business days after obtaining knowledge thereof, notify the Administrative Agent in writing of (a) any event that constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Carry Guaranty, (b) any event that constitutes, or with the giving of notice or passage of time o

Section 4.6 — Taxes and Insurance Guarantor shall ensure that Borrower timely pays when due all real estate taxes, assessments, levies, charges, and insurance premiums required to be paid with respect to the Project under the Loan Documents. If Borrower fails to make any such payment when due, Guarantor shall pay the same directly within ten (10) business days after written notice from the Administrative Agent of suc

Section 4.7 — Further Assurances Guarantor shall, at its sole cost and expense, execute and deliver to the Administrative Agent such additional documents, instruments, agreements, and certificates as the Administrative Agent may from time to time reasonably request in order to carry out the purposes of this Carry Guaranty, to evidence or further secure the Guaranteed Obligations, or to protect the rights and remedies

ARTICLE 5 — CONSENTS AND WAIVERS

Section 5.1 — Waivers by Guarantor Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Carry Guaranty by the Administrative Agent or any Lender; (b) notice of any advance, extension of credit, draw, or disbursement made by any Lender to Borrower under the Construction Loan Agreement; (c) notice of any default or event of default by Borrower under th

Section 5.2 — Consent to Modifications Guarantor hereby consents to any modification, amendment, supplement, restatement, extension, renewal, rearrangement, increase, decrease, or waiver of the Construction Loan Agreement or any other Loan Document, without notice to or further consent of Guarantor, and this Carry Guaranty shall remain in full force and effect notwithstanding any such action. Without limiting the gen

Section 5.3 — Consent to Release of Collateral This Carry Guaranty shall not be released, diminished, impaired, reduced, or otherwise adversely affected by any release, exchange, surrender, non-perfection, or impairment of any collateral or security at any time held by the Administrative Agent or any Lender for the Loan or for any other obligation of Borrower, including, without limitation: (a) the deed of trust encu

Section 5.4 — Consent to Release of Other Guarantors This Carry Guaranty shall not be released, diminished, impaired, reduced, or otherwise adversely affected by any release, discharge, or exoneration of any other guarantor or obligor with respect to the Loan or any obligation under the Loan Documents, whether by operation of law or otherwise.

Section 5.5 — Waiver of Subrogation Until the indefeasible payment in full, in cash, of all Guaranteed Obligations and the termination of all commitments of the Lenders under the Construction Loan Agreement, Guarantor hereby irrevocably waives all rights of subrogation, reimbursement, exoneration, contribution, and indemnity that Guarantor may now or hereafter have against Borrower, and all rights to participate in o

Section 6.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Carry Guaranty: (a) Payment Default. Failure by Guarantor to make any payment of a Guaranteed Obligation within five (5) business days after written demand by the Administrative Agent in accordance with Section 2.3 hereof; (b) Misrepresentation. Any representation or warranty made by Guarantor herein or in any cert

Section 6.2 — Remedies (a) Upon the occurrence and during the continuance of an Event of Default hereunder, the Administrative Agent (acting on behalf of and for the ratable benefit of the Lenders) may, by written notice to Guarantor: (i) declare all Guaranteed Obligations immediately due and payable, whereupon the same shall become immediately due and payable by Guarantor without further notice or demand; (ii) exerc

Section 7.1 — Subordination of Guarantor's Claims Any and all indebtedness, liabilities, and claims of Guarantor against Borrower (whether now existing or hereafter arising, whether arising by loan, advance, capital contribution, dividend, distribution, or otherwise, and whether evidenced by note, account, contract, or other instrument) are hereby subordinated in right of payment, to the fullest extent permitted by a

Section 7.2 — Turnover If Guarantor receives any payment, distribution, or other value from Borrower on account of any subordinated indebtedness, liability, or claim in violation of Section 7.1 hereof, whether received directly or indirectly, and whether received in cash, property, or otherwise, such payment, distribution, or value shall be received and held in trust by Guarantor for the benefit of the Administrative

ARTICLE 8 — INDEPENDENT OBLIGATIONS; NO IMPAIRMENT

Section 8.1 — Independent Obligations This Carry Guaranty constitutes a primary obligation of Guarantor and not merely that of a surety. The obligations of Guarantor hereunder are independent of and separate from the obligations of Borrower under the Construction Loan Agreement, the Note, and the other Loan Documents. The Administrative Agent shall not be required to join Borrower as a party in any action or proceedi

Section 8.2 — No Impairment The obligations of Guarantor hereunder shall not be released, diminished, discharged, impaired, or otherwise affected by any of the following, whether or not Guarantor receives notice thereof or consents thereto: (a) any amendment, modification, supplement, restatement, extension, renewal, or waiver of or to any Loan Document, including, without limitation, any increase or decrease in the

Section 8.3 — Relationship to Completion Guaranty This Carry Guaranty is separate and independent from the Completion Guaranty executed by Guarantor of even date herewith in favor of the Administrative Agent for the ratable benefit of the Lenders. The obligations of Guarantor under this Carry Guaranty are in addition to, and not in limitation or substitution of, the obligations of Guarantor under the Completion Guara

Section 9.1 — Governing Law This Carry Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any choice of law or conflict of law provisions thereof that would cause the application of the laws of any other jurisdiction. Guarantor acknowledges that the Loan, the Project, and the Loan Documents have substantial connections to the Commonwealth of Virg

Section 9.2 — Jurisdiction and Venue Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Circuit Court of Loudoun County, Virginia, and (b) the United States District Court for the Eastern District of Virginia, Alexandria Division, in any action, suit, or proceeding arising out of or relating to this Carry Guaranty, the Guaranteed Obligations, or the transactions contempl

Section 9.3 — Waiver of Jury Trial GUARANTOR AND ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CARRY GUARANTY, THE GUARANTEED OBLIGATIONS, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAI

Section 9.4 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Carry Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) on the first business day following deposit with a nationally recognized overnight courier service (with charges prepaid), (c) on the third business day following deposit in

Section 9.5 — Amendments and Waivers No amendment, modification, termination, or waiver of any provision of this Carry Guaranty shall be effective unless set forth in a writing signed by Guarantor and the Administrative Agent (acting with the requisite Lender consent as may be required under the Construction Loan Agreement). No waiver by the Administrative Agent of any default or Event of Default shall operate as a w

Section 9.6 — Successors and Assigns This Carry Guaranty shall be binding upon Guarantor and its successors and assigns (including, without limitation, any entity resulting from any merger, consolidation, or conversion of Guarantor) and shall inure to the benefit of the Administrative Agent, the Lenders, and their respective successors, transferees, and assigns. Guarantor may not assign or delegate any of its obligat

Section 9.7 — Severability If any provision of this Carry Guaranty is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Carry Guaranty or the validity, legality, or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of

Section 9.8 — Entire Agreement This Carry Guaranty, together with the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or un

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

Section 9.10 — Counterparts This Carry Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Carry Guaranty by facsimile, portable document format (.pdf), or other electronic transm

Section 9.11 — Attorneys' Fees and Costs In the event that the Administrative Agent or any Lender takes any action to enforce this Carry Guaranty, including, without limitation, the institution of any suit, action, or proceeding, or the engagement of counsel in connection with a demand for payment under this Carry Guaranty, Guarantor shall pay to the Administrative Agent, on demand, all reasonable costs and expenses

Section 9.12 — No Third-Party Beneficiaries Except for the Lenders, who are intended third-party beneficiaries of this Carry Guaranty through the Administrative Agent, no person or entity shall have any right, benefit, or claim under or by reason of this Carry Guaranty. Nothing contained in this Carry Guaranty, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto