PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022
GUARANTY AGREEMENT
(Non-Recourse Carve-Out Guaranty)
$240,000,000 Mortgage Loan
Dated as of November 28, 2025
By
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
as Guarantor
In Favor of
CLARENDON METROPOLITAN INSURANCE COMPANY, a New York domiciled insurance company
as Lender
Re: Loan to 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, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC (collectively, "Borrower")
GUARANTY AGREEMENT (Non-Recourse Carve-Out Guaranty)
November 28, 2025
This GUARANTY AGREEMENT (this "Guaranty") is made and entered into as of November 28, 2025, by FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Guarantor"), having its principal office at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044, in favor of CLARENDON METROPOLITAN INSURANCE COMPANY, a New York domiciled insurance company ("Lender"), having an office at 1 MetroTech Center, Brooklyn, New York 11201.
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RECITALS
A. The Loan. Lender has agreed to make a mortgage loan in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) (the "Loan") to 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, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC (collectively, "Borrower"). The Loan is evidenced by that certain Promissory Note of even date herewith in the original principal amount of $240,000,000, bearing interest at a fixed rate of 6.25% per annum (the "Note"), and is made pursuant to that certain Loan Agreement of even date herewith between Borrower and Lender (the "Loan Agreement"). The Loan is secured by, among other things, first-priority mortgage liens on fourteen (14) multifamily apartment properties located in the States of Texas, Georgia, Florida, North Carolina, and Tennessee (collectively, the "Properties"), as more particularly described in the Mortgages, Assignments of Leases and Rents, and Security Agreements executed by the applicable Borrower entity with respect to each Property (collectively, the "Mortgages"). The Loan is further evidenced, secured, and governed by the Cash Management Agreement, the Environmental Indemnity Agreement, the Assignments of Leases and Rents, the UCC Financing Statements, and each of the other instruments, documents, and agreements executed and delivered in connection therewith (collectively with the Note, the Loan Agreement, and the Mortgages, the "Loan Documents").
B. The Borrower. Borrower consists of fourteen (14) Delaware limited liability companies, being 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, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC. Each Borrower entity is organized and existing under the laws of the State of Delaware as a single-purpose, bankruptcy-remote entity formed for the sole purpose of owning, operating, and financing the Property attributable to such entity. Each such entity (each, an "SPE Borrower") is a wholly-owned subsidiary of Fairwater Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). The general partner of the Operating Partnership is Fairwater Real Estate Investment Trust (the Guarantor), which holds an approximate 99.2% partnership interest in the Operating Partnership. Various limited partners hold, in the aggregate, the remaining approximate 0.8% limited partnership interest in the Operating Partnership.
C. The Guarantor. Guarantor is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, the common shares of beneficial interest of which are publicly traded on the New York Stock Exchange under the ticker symbol "FWTR." Guarantor's headquarters are located at 8400 Chesapeake Center Drive, Suite 1200, Columbia, Maryland 21044. Guarantor's federal Employer Identification Number is 52-2847193. Guarantor has elected and currently maintains its status as a real estate investment trust ("REIT") for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and is required to distribute at least 90% of its taxable income (determined without regard to the dividends-paid deduction and excluding any net capital gain) to shareholders in order to maintain its qualification as a REIT. Guarantor, through the Operating Partnership, indirectly owns 100% of the membership interests in each SPE Borrower.
D. Purpose of Guaranty. The Loan is a non-recourse obligation of Borrower, and Lender's recourse for repayment of the Loan is limited to the Properties and the other collateral pledged under the Loan Documents, except as otherwise set forth in this Guaranty. As a condition precedent to the making of the Loan, Lender has required Guarantor to execute and deliver this Guaranty to provide recourse liability of Guarantor for certain specified matters (the "Guaranteed Obligations"), as more fully described herein. Guarantor acknowledges and agrees that (i) Lender would not make the Loan to Borrower but for the execution and delivery of this Guaranty by Guarantor, and (ii) Guarantor derives substantial direct and indirect economic benefits from the making of the Loan, including, without limitation, the financing of assets held indirectly by Guarantor through the Operating Partnership and the SPE Borrowers.
E. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. The term "Loan Documents" as used herein shall have the meaning given to such term in the Loan Agreement.
NOW, THEREFORE, in consideration of Lender making the Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:
ARTICLE I — DEFINITIONS
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, Fairwater Sun Belt XI LLC, Fairwater Sun Belt XII LLC, Fairwater Sun Belt XIII LLC, and Fairwater Sun Belt XIV LLC, each a Delaware limited liability company, and their respective successors and permitted assigns.
"Environmental Laws" has the meaning ascribed to such term in the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender.
"Full Recourse Event" has the meaning set forth in Section 2.2 hereof.
"Guaranteed Obligations" has the meaning set forth in Section 2.1 hereof and, with respect to Full Recourse Events, Section 2.2 hereof.
"Guarantor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and its successors and permitted assigns.
"Hazardous Substances" has the meaning ascribed to such term in the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender.
"Lender" means Clarendon Metropolitan Insurance Company, a New York domiciled insurance company, together with its successors and assigns, including, without limitation, any trustee of a CMBS trust (including, without limitation, the trust designated as CLRN 2025-C14 or such other securitization vehicle as may be established in connection with the securitization of the Loan), any master servicer, special servicer, or other party acting on behalf of such trust, and any subsequent holder or holders of the Loan or any interest therein.
"Loan" means the mortgage loan in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) made by Lender to Borrower pursuant to the Loan Agreement.
"Loan Agreement" means that certain Loan Agreement of even date herewith between Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement.
"Loss Carve-Out" has the meaning set forth in Section 2.1 hereof.
"Losses" means any and all claims, suits, liabilities (including strict liability), damages (including, without limitation, consequential damages, punitive damages to the extent awarded by a court of competent jurisdiction, and diminution in value), losses, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and costs of investigation and appeal), whether incurred in connection with any judicial, administrative, or alternative dispute resolution proceeding or otherwise.
"Mortgages" means the fourteen (14) Mortgage, Assignment of Leases and Rents, and Security Agreement instruments of even date herewith, each executed by the applicable SPE Borrower in favor of Lender and encumbering the corresponding Property, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Note" means that certain Promissory Note of even date herewith in the original principal amount of Two Hundred Forty Million and No/100 Dollars ($240,000,000) made by Borrower payable to the order of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Operating Partnership" means Fairwater Operating Partnership, L.P., a Delaware limited partnership, and its successors and permitted assigns.
"Properties" means the fourteen (14) multifamily apartment properties securing the Loan, as more particularly described in the Mortgages and in Exhibit A attached hereto and incorporated herein by this reference.
"SPE Covenants" means, collectively, the single-purpose entity covenants and requirements set forth in Section 5.13 of the Loan Agreement and in the Amended and Restated Limited Liability Company Agreement (or equivalent organizational document) of each SPE Borrower, as more particularly summarized on Schedule 1 attached hereto and incorporated herein by this reference.
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 so requires, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" whether or not such phrase is actually present.
(d) Unless the context clearly indicates otherwise, all references to articles, sections, subsections, exhibits, and schedules are to articles, sections, and subsections of, and exhibits and schedules to, this Guaranty.
(e) The words "hereof," "herein," "hereby," "hereunder," and words of similar import, when used in this Guaranty, shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty.
(f) References to any document or agreement, including this Guaranty, shall be deemed to include references to such document or agreement as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(g) References to any law or statute shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law or statute.
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 Intentional Misrepresentation. Any fraud or material intentional misrepresentation by Borrower, Guarantor, or any officer, director, trustee, member, manager, partner, or authorized agent of Borrower or Guarantor, in connection with the Loan, the Loan Documents, or any request for action or consent by Lender under or pursuant to the Loan Documents; provided, however, that with respect to any claim of material intentional misrepresentation (as distinguished from fraud), Guarantor's liability under this subsection (a) shall be limited to instances in which Lender has actually relied upon such material intentional misrepresentation to its detriment.
(b) Misapplication or Misappropriation of Rents. Any misapplication or misappropriation by Borrower of rents, revenues, income, security deposits, or other amounts collected from or with respect to the Properties after the occurrence of an Event of Default (as defined in the Loan Agreement) or during the continuance of a Cash Management Period (as defined in the Cash Management Agreement), to the extent that such amounts were required under the Loan Documents to be applied to the payment of debt service on the Loan, real property taxes, insurance premiums, or other charges relating to the Properties, or were required to be deposited into any reserve account, replacement reserve, or the lockbox account established under the Cash Management Agreement; provided, however, that Guarantor's liability under this subsection (b) shall be limited to rents, revenues, income, security deposits, and other amounts actually received by or on behalf of Borrower and not applied or deposited as required under the Loan Documents, and shall not extend to rents or other amounts that Borrower could have or should have collected but did not in fact collect.
(c) Misapplication of Insurance or Condemnation Proceeds. Any misapplication or conversion by Borrower of insurance proceeds or condemnation awards received with respect to any Property, to the extent that such proceeds or awards were required under the Loan Documents to be applied to the restoration of the affected Property or to the repayment of the Loan; provided, however, that Guarantor's liability under this subsection (c) shall not extend to proceeds or awards that Borrower reasonably and in good faith applied to emergency repairs or life-safety improvements at the affected Property pending receipt of Lender's direction with respect to the application of such proceeds or awards, so long as Borrower promptly notified Lender of such application and provided Lender with a reasonable accounting thereof.
(d) Waste. The commission of material waste at any Property by Borrower or any affiliate, agent, or employee of Borrower; provided, however, that Guarantor's liability under this subsection (d) shall be limited to waste that is intentional or reckless, and shall not extend to (i) waste resulting from force majeure events, casualty, or condemnation, (ii) ordinary wear and tear, or (iii) deterioration in the condition of a Property that results solely from market conditions, changes in applicable law, or Borrower's inability to re-lease vacant units.
(e) Removal of Personal Property. The removal, transfer, or disposal of any fixtures, equipment, or personal property from any Property by Borrower in violation of the applicable Mortgage or other Loan Documents, except for (i) the replacement of such fixtures, equipment, or personal property with items of equal or greater value and utility in the ordinary course of business and consistent with prudent property management practices, or (ii) the removal or disposal of items that are obsolete, worn, or no longer useful in the operation of the applicable Property.
(f) Criminal Acts. Any criminal acts committed by Borrower or any officer, director, trustee, member, manager, or authorized agent of Borrower, in each case to the extent that such criminal acts result in actual Losses to Lender or to any Property; provided, however, that Guarantor's liability under this subsection (f) shall arise only following the conviction (by plea of guilty or nolo contendere, or by verdict after trial) of the applicable person or entity in a court of competent jurisdiction, and only to the extent that there exists a direct causal nexus between the criminal act for which such person or entity was convicted and the Losses claimed by Lender.
(g) Failure to Pay Taxes, Insurance, or Assessments. The failure by Borrower to pay any real property taxes, special assessments, or insurance premiums when due and payable (after the expiration of any applicable notice and cure periods set forth in the Loan Documents) with respect to any Property, to the extent that Lender suffers actual Losses as a result of such failure; provided, however, that this subsection (g) shall not apply to the extent that (i) Borrower was required under the Loan Agreement to make monthly deposits into tax and insurance escrow accounts held by Lender, (ii) Borrower made all such required deposits, and (iii) Lender failed to timely apply such escrowed funds to the payment of the taxes, assessments, or insurance premiums in question.
(h) Environmental Liability. Any Losses arising from or relating to (i) the presence, release, or threatened release of any Hazardous Substances at, on, under, or emanating from any Property in violation of any Environmental Laws, or (ii) the failure by Borrower to comply with any Environmental Laws with respect to any Property, including, without limitation, any failure to conduct required remediation, removal, or response actions. The obligations of Guarantor under this subsection (h) are in addition to, and not in limitation of, the separate and broader indemnification obligations of Borrower and Guarantor set forth in the Environmental Indemnity Agreement of even date herewith, which obligations survive the repayment of the Loan and the satisfaction or release of the Mortgages.
(i) Violation of ERISA. Any Losses resulting from a breach of any representation, warranty, or covenant contained in the Loan Documents relating to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or to Plan Assets (as defined in the Loan Agreement), including, without limitation, any Loss arising from the characterization of the assets of Borrower or any Borrower entity as "plan assets" within the meaning of Section 3(42) of ERISA or the regulations promulgated thereunder.
(j) Forfeiture. Any actual or threatened forfeiture of any Property, or any portion thereof, by reason of any criminal activity or other conduct by Borrower, any affiliate of Borrower, or any agent or employee of Borrower, including, without limitation, any forfeiture action brought under federal or state forfeiture statutes.
(k) Breach of Representations Regarding Indebtedness. The incurrence by Borrower of any indebtedness (whether secured or unsecured) in violation of the restrictions on additional indebtedness set forth in the Loan Agreement, to the extent of actual Losses incurred by Lender as a result of such violation, including, without limitation, any Losses arising from the subordination, impairment, or diminution of Lender's liens or security interests.
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 Loan Documents, shall become fully recourse to Guarantor, and Guarantor shall be personally and unconditionally liable for the payment thereof, upon the occurrence of any of the following events (each, a "Full Recourse Event"):
(a) Voluntary Bankruptcy of Borrower. The filing by Borrower, Guarantor, or Operating Partnership (or any of them) of a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code"), or any state insolvency, reorganization, receivership, or analogous law, or any general assignment for the benefit of creditors by Borrower, Guarantor, or Operating Partnership (or any of them).
(b) Collusive Involuntary Bankruptcy. The filing of an involuntary petition in bankruptcy or any involuntary proceeding under the Bankruptcy Code or any state insolvency law against Borrower, Guarantor, or Operating Partnership (or any of them) by any creditor, where such filing was (i) solicited, procured, encouraged, aided, or joined by Borrower, Guarantor, Operating Partnership, or any affiliate of any of the foregoing, or (ii) resulted from the failure of Borrower, Guarantor, or Operating Partnership to pay debts owed to such creditor, where such debts were incurred in violation of the Loan Documents or the SPE Covenants; provided, however, that this subsection (b) shall apply solely in the event that Guarantor, Borrower, Operating Partnership, or any affiliate of any of the foregoing actually solicited, colluded with, or directed the filing of such involuntary petition, and the mere failure to contest or to seek dismissal of an involuntary petition filed by a bona fide third-party creditor acting independently and without the involvement of Borrower, Guarantor, Operating Partnership, or any affiliate thereof shall not, by itself, trigger full recourse liability under this subsection (b).
(c) Violation of SPE Covenants. A material violation of any SPE Covenant set forth in the Loan Agreement or in the organizational documents of any Borrower entity, including, without limitation, any of the following:
(i) the failure by any Borrower entity to maintain its separate legal existence from Guarantor, the Operating Partnership, or any other entity, including, without limitation, the commingling of assets or funds of any Borrower entity with those of any other person or entity, the failure to observe corporate or limited liability company formalities, or the failure to maintain separate books, records, accounts, and financial statements;
(ii) the failure by any Borrower entity to maintain at least one independent director or manager (as required by the Loan Agreement and the organizational documents of such Borrower entity) whose affirmative vote or consent is required for any voluntary bankruptcy filing or similar action;
(iii) the dissolution, liquidation, winding up, merger, or consolidation of any Borrower entity, or the transfer of all or substantially all of the assets of any Borrower entity, without the prior written consent of Lender;
(iv) the incurrence by any Borrower entity of any indebtedness, obligation, or liability (whether direct, indirect, contingent, or otherwise) other than as expressly permitted under the Loan Agreement; or
(v) any other material breach of the separateness, organizational, or operational requirements applicable to the Borrower entities under the Loan Agreement or their respective organizational documents;
provided, however, that the violation of any SPE Covenant shall trigger full recourse liability under this subsection (c) only if (A) such violation is material in nature (and not merely technical or inconsequential), (B) Borrower has failed to cure such violation within thirty (30) days following written notice thereof from Lender to Borrower and Guarantor (to the extent that such violation is susceptible of cure), and (C) such violation was not caused solely by an administrative or ministerial error that is subsequently corrected by Borrower within the cure period described in clause (B) above.
REIT Distribution Exception. Notwithstanding anything to the contrary in this Section 2.2(c) or in the SPE Covenants, distributions by any Borrower entity to the Operating Partnership, and distributions by the Operating Partnership to Guarantor, that are reasonably necessary for Guarantor to satisfy the distribution requirements applicable to REITs under Section 857(a) of the Code (i.e., the requirement to distribute at least 90% of Guarantor's REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gain) shall not constitute a violation of the SPE Covenants and shall not trigger full recourse liability under this subsection (c), provided that such distributions are made in accordance with the terms of the Cash Management Agreement and the Loan Agreement and do not cause any Borrower entity to fail to pay debt service on the Loan when due.
(d) Prohibited Transfer. Any Transfer (as defined in the Loan Agreement) of any Property, or any direct or indirect ownership interest in any Borrower entity, in violation of the transfer restrictions set forth in the Loan Agreement, without the prior written consent of Lender; provided, however, that the following shall not constitute a "Prohibited Transfer" and shall not trigger full recourse liability under this subsection (d):
(i) any transfer of a direct or indirect ownership interest in any Borrower entity among the Borrower entities, the Operating Partnership, and Guarantor (i.e., intra-REIT transfers), so long as after giving effect to such transfer, Guarantor continues, directly or indirectly through the Operating Partnership, to own 100% of the membership interests in each Borrower entity and to Control (as defined in the Loan Agreement) each Borrower entity; and
(ii) any transfer of publicly traded common shares of beneficial interest of Guarantor on the New York Stock Exchange or any other national securities exchange on which such shares are then listed, whether effected in open market transactions, block trades, or otherwise, and regardless of the volume or percentage of outstanding shares so transferred;
provided, further, that the foregoing exceptions shall not apply to any change-of-control transaction involving Guarantor that results in any single person or group of affiliated persons acquiring beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than 49% of the outstanding common shares of beneficial interest of Guarantor, unless Lender has provided its prior written consent to such transaction (which consent shall not be unreasonably withheld, conditioned, or delayed if the successor entity satisfies the financial covenants set forth in this Guaranty and the Loan Agreement and assumes all of Guarantor's obligations hereunder).
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 with all accrued and unpaid interest thereon and all other amounts then due and owing under the Loan Documents.
(b) Full Recourse Events. With respect to the Full Recourse Events described in Section 2.2, upon the occurrence of any Full Recourse Event, Guarantor's liability shall extend to the entire indebtedness evidenced and secured by the Loan Documents, including, without limitation, (i) the entire unpaid principal balance of the Loan (which at origination is $240,000,000, as reduced by any amortization payments made prior to the date of the Full Recourse Event), (ii) all accrued and unpaid interest thereon at the rate of 6.25% per annum (or, if applicable, at the default rate specified in the Note), (iii) any prepayment premium, yield maintenance amount, or defeasance costs then payable under the Note or the Loan Agreement, and (iv) all other amounts then due and owing under the Loan Documents, including, without limitation, late charges, default interest, escrow shortfalls, and amounts due under the Cash Management Agreement.
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 required by applicable law), to such account or accounts as Lender may from time to time designate in writing to Guarantor. Each demand for payment under this Guaranty shall set forth the amount claimed and a reasonably detailed description of the Guaranteed Obligation giving rise to such claim.
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 or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not have a material adverse effect on Guarantor's financial condition or its ability to perform its obligations under this Guaranty.
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, authorization, or action of, or filing with, or notice to, any governmental authority or any other person or entity is required for the due execution, delivery, and performance by Guarantor of this Guaranty, except such as have been duly obtained or made. 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 conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
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) result in a breach of, or constitute a default (with or without the giving of notice or lapse of time or both) under, or result in the creation of any lien upon any property of Guarantor pursuant to, any material agreement, indenture, mortgage, deed of trust, lease, instrument, or other obligation to which Guarantor is a party or by which Guarantor or any of its properties may be bound, including, without limitation, Guarantor's existing credit facilities (under which Guarantor's total outstanding indebtedness prior to the Loan is approximately $1,480,000,000) and Guarantor's unsecured revolving credit facility.
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 reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
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 dates thereof and the results of their operations and cash flows for the periods then ended, in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis. Since the date of such financial statements, there has been no material adverse change in the business, assets, liabilities, financial condition, results of operations, or prospects of Guarantor. As of the date hereof, Guarantor has an approximate market capitalization of $1,850,000,000 (based on the closing price of its common shares of beneficial interest on the New York Stock Exchange) and an approximate total enterprise value of $3,200,000,000.
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 in amounts sufficient to satisfy the distribution requirements of Section 857(a) of the Code in order to maintain its qualification as a REIT.
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) Guarantor does not have unreasonably small capital for the conduct of its business. Guarantor is not entering into this Guaranty with the intent to hinder, delay, or defraud any present or future creditor.
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 sell, transfer, or otherwise dispose of all or substantially all of its assets, without the prior written consent of Lender, except as may be expressly permitted under the Loan Agreement.
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 Hargrove & Co., P.C. or another nationally recognized independent registered public accounting firm reasonably acceptable to Lender, accompanied by an unqualified opinion of such accounting firm (or, in the event a qualified opinion is delivered, a detailed explanation of the qualifications therein).
(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Guarantor, the unaudited consolidated financial statements of Guarantor and its subsidiaries for such fiscal quarter, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures), certified by the Chief Financial Officer of Guarantor.
(c) Annual Compliance Certificate. Together with the annual audited financial statements delivered pursuant to clause (a) above, a compliance certificate substantially in the form of Exhibit B attached hereto, executed by the Chief Financial Officer of Guarantor, certifying compliance with the financial covenants set forth in Sections 4.4 and 4.5 of this Guaranty and confirming Guarantor's REIT status, together with reasonably detailed supporting calculations.
(d) SEC Filings. Copies of all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed by Guarantor with the U.S. Securities and Exchange Commission, in each case within five (5) business days after the date of filing thereof with the SEC.
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, arbitration, investigation, or proceeding against or involving Guarantor in which the amount in controversy exceeds $5,000,000 (individually or in the aggregate with related claims);
(b) any downgrade or withdrawal of any rating assigned to any indebtedness of Guarantor by any nationally recognized statistical rating organization;
(c) any material tax audit, assessment, or deficiency notice issued to Guarantor by the Internal Revenue Service or any state or local taxing authority;
(d) any event of default (or any event or condition that, with the giving of notice or the passage of time or both, would constitute an event of default) under any other indebtedness of Guarantor or any subsidiary of Guarantor in excess of $10,000,000 in aggregate principal amount;
(e) any change in Guarantor's REIT status or any event that could reasonably be expected to cause Guarantor to fail to qualify as a REIT; and
(f) any material change in the senior management of Guarantor, including any change in the Chief Executive Officer or Chief Financial Officer.
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, goodwill, trademarks, trade names, service marks, copyrights, patents, licenses, and rights-in-aid). The financial covenant set forth in this Section 4.4 is consistent with the corresponding covenant contained in Guarantor's existing bridge credit facility.
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 is in effect and Guarantor is not in default thereunder). The financial covenant set forth in this Section 4.5 is consistent with the corresponding covenant contained in Guarantor's existing bridge credit facility.
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 tests set forth in Section 856(c)(4) of the Code, and (d) maintaining compliance with the organizational requirements set forth in Section 856(a) and (b) of the Code.
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 Guarantor, nor any of its trustees, officers, directors, or affiliates, nor, to Guarantor's knowledge, any of its shareholders holding more than 10% of the outstanding common shares of beneficial interest of Guarantor, is a person or entity identified on, or affiliated with any person or entity identified on, the list of Specially Designated Nationals and blocked Persons maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or any other list of sanctioned persons maintained by OFAC, the U.S. Department of State, or any other agency of the United States government. Guarantor shall promptly notify Lender in writing if Guarantor becomes aware that any of the foregoing representations has become inaccurate.
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 the rights and benefits of Lender hereunder.
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 waiver of or to any Loan Document (subject to Section 5.6), (b) any release or discharge of Borrower or any other party from liability under any Loan Document, (c) any release, exchange, or non-perfection of any collateral securing the Loan, (d) any bankruptcy, insolvency, reorganization, receivership, or other debtor-relief proceeding involving Borrower, Guarantor, or any other person, (e) any lack of validity or enforceability of any Loan Document, (f) any defense available to Borrower other than payment of the Guaranteed Obligations, or (g) any other circumstance that might otherwise constitute a legal or equitable discharge, release, or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor. Guarantor's obligations hereunder are not subject to any counterclaim, set-off, recoupment, defense, or reduction of any kind or nature (other than the defense of payment or performance in full of the Guaranteed Obligations).
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 collateral securing the Loan, or (c) pursue any other right or remedy available to Lender before enforcing this Guaranty against Guarantor. Lender may sue to enforce this Guaranty prior to or concurrently with any action against Borrower, any other guarantor, or any collateral.
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 shall survive the repayment of the Loan, the satisfaction or release of the Mortgages, and the termination of the other Loan Documents, and shall continue in full force and effect in accordance with their terms. The provisions of Section 7.13 (Survival) shall further govern the post-repayment and post-foreclosure survival of Guarantor's obligations hereunder.
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 Note, the Loan, or any of the Guaranteed Obligations;
(d) notice of any default or non-payment under the Loan Documents or of any event giving rise to a Guaranteed Obligation;
(e) notice of any amendment, modification, supplement, extension, or renewal of the Loan Documents or any change in the terms or conditions of the Loan (subject to Section 5.6);
(f) any right to require Lender to proceed against Borrower, any other guarantor, or any other person or entity, or to proceed against or exhaust any collateral or security, before seeking payment or performance from Guarantor;
(g) all defenses based upon suretyship or impairment of collateral, including, without limitation, any defense arising from the election by Lender, in any proceeding under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;
(h) all rights and defenses arising under, or provided by, any applicable state anti-deficiency law, one-action rule, or other law or statute relating to the liability of guarantors or sureties, including, without limitation, any rights or defenses under applicable provisions of the laws of the States of New York, Maryland, Texas, Georgia, Florida, North Carolina, and Tennessee, except those rights and defenses that cannot be waived as a matter of law; and
(i) any defense based upon the failure of Lender to disclose to Guarantor any information concerning the affairs, financial condition, or business of Borrower, it being acknowledged and agreed by Guarantor that Guarantor has assumed responsibility for being and keeping itself informed of the financial condition of Borrower and the Operating Partnership and of all circumstances bearing upon the risk of non-payment or non-performance of the Guaranteed Obligations.
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 of time for payment of any amount due under the Loan Documents or for performance of any obligation under the Loan Documents;
(c) release, in whole or in part, any collateral or security for the Loan, or any guarantor, co-guarantor, or other person or entity liable for any of the obligations under the Loan Documents;
(d) accept from any person or entity additional collateral or security for the Loan;
(e) fail or delay in exercising any right, power, or remedy under this Guaranty or any Loan Document; and
(f) apply any payments received from Borrower, any guarantor, or any other source to the amounts due under the Loan Documents in such order and manner as Lender may determine in its sole discretion.
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 Loan beyond the original principal amount of $240,000,000, (b) any increase in the fixed interest rate above 6.25% per annum (other than the application of the default rate as provided in the Note in connection with the occurrence and continuance of an Event of Default), or (c) any material expansion of the scope of the Loss Carve-Outs or Full Recourse Events set forth in Sections 2.1 and 2.2 hereof. For the avoidance of doubt, the application of the default rate in accordance with the terms of the Note, extensions of the maturity date of the Loan, modifications to reserve requirements, or changes to the Cash Management Agreement shall not be deemed to increase Guarantor's monetary obligations for purposes of this Section 5.6.
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, to the prior indefeasible payment in full of all amounts due and owing to Lender under the Loan Documents. Guarantor agrees that it will not exercise any such subordinated right until the Loan has been repaid in full and all Guaranteed Obligations have been indefeasibly satisfied. If any amount shall be paid to Guarantor on account of any such subordinated right at any time when the Loan has not been repaid in full, such amount shall be held in trust by Guarantor for the benefit of Lender and shall be promptly paid to Lender for application to the Loan in accordance with the Loan Documents.
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 this Guaranty shall be deemed to have continued in existence notwithstanding such payment, and the Guaranteed Obligations shall be reinstated and restored to the extent of such rescinded, avoided, or returned payment, as though such payment had never been made. The obligations of Guarantor under this Section 5.8 shall survive the termination of this Guaranty.
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 other document delivered by Guarantor in connection herewith proves to have been materially inaccurate or misleading when made or deemed made;
(c) the failure of Guarantor to perform or observe any covenant, agreement, or obligation of Guarantor under Article IV of this Guaranty, subject to a thirty (30)-day cure period following written notice from Lender for any non-monetary default that is susceptible of cure; provided, that such cure period shall be extended for an additional period of time (not to exceed sixty (60) days in the aggregate) if Guarantor is diligently pursuing such cure and the default is of a nature that cannot reasonably be cured within the initial thirty (30)-day period;
(d) Guarantor (i) becomes the subject of a voluntary or involuntary case under the Bankruptcy Code, (ii) has a receiver, conservator, trustee, custodian, or liquidator appointed for it or a substantial portion of its assets, (iii) makes a general assignment for the benefit of creditors, or (iv) is generally not paying its debts as they become due;
(e) a final, non-appealable judgment is entered against Guarantor for the payment of money in excess of Ten Million and No/100 Dollars ($10,000,000) (net of any amount covered by insurance as to which the insurer has acknowledged coverage in writing), and such judgment is not stayed, discharged, vacated, or bonded within sixty (60) days after its entry; or
(f) any material adverse change in the business, assets, liabilities, financial condition, results of operations, or prospects of Guarantor that, in Lender's reasonable determination, materially impairs Guarantor's ability to perform its obligations under this Guaranty.
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 entitled;
(b) exercising any rights and remedies available to Lender under the Loan Documents against Borrower, the Properties, and any other collateral securing the Loan, simultaneously with or independently of, and in any order with respect to, any enforcement action against Guarantor under this Guaranty; and
(c) pursuing any other right or remedy available to Lender under applicable law.
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 rights and remedies hereunder and under the other Loan Documents in any order and combination as Lender may determine in its sole discretion.
ARTICLE VII — MISCELLANEOUS
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 interests in the Properties and the real property-related provisions of the Mortgages shall be governed by the laws of the state in which the applicable Property is located.
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 that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in the aforesaid courts, and any defense or claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor hereby further irrevocably and unconditionally consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor at the address specified in Section 7.4 hereof.
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 COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN) OF THE PARTIES HERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN AND ACCEPT THIS GUARANTY. GUARANTOR AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE AFTER CONSULTATION WITH THEIR RESPECTIVE LEGAL COUNSEL.
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, Maryland 21044
Attention: David A. Whitfield, General Counsel
Telephone: (410) 555-8200
Email: dwhitfield@fairwaterreit.com
With a copy to:
Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022