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completion-guaranty-fairwater.docx DOCUMENT Real Estate

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PREPARED BY AND UPON RECORDATION RETURN TO: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202

Attention: Douglas Fairchild, Esq.

COMPLETION GUARANTY

Dated as of February 15, 2026

FAIRWATER REAL ESTATE INVESTMENT TRUST a Maryland real estate investment trust ("Guarantor")

in favor of

MERIDIAN NATIONAL BANK, N.A. a national banking association ("Lender")

Relating to a Construction Loan in the principal amount of $336,000,000.00 made by Lender to HARBOR POINT DEVELOPMENT JV, LLC a Delaware limited liability company ("Borrower")

Project: Harbor Point Towers 1500–1580 Wills Street Baltimore, Maryland 21231 Block 7419, Lots 1–6, Baltimore City

COMPLETION GUARANTY

This COMPLETION GUARANTY (this "Guaranty") is dated as of February 15, 2026, and is made by FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Guarantor"), in favor of MERIDIAN NATIONAL BANK, N.A., a national banking association, with its principal office at 200 South Charles Street, Baltimore, Maryland 21201 ("Lender"), as lead arranger and administrative agent for the Loan (as defined below).

RECITALS

A. The Borrower and the Loan. Harbor Point Development JV, LLC, a Delaware limited liability company, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (Employer Identification Number 84-6213950 (applied for)) (the "Borrower"), has entered into that certain Construction Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") with Lender, as lead arranger and administrative agent, pursuant to which Lender has agreed to make a construction loan to Borrower in the principal amount of Three Hundred Thirty-Six Million and No/100 Dollars ($336,000,000.00) (the "Loan"), representing a loan-to-cost ratio of approximately 58.33% based on a total project cost of Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00). The Loan bears interest at a rate equal to Term SOFR plus 275 basis points, has an initial term of thirty-six (36) months from the date of closing, and provides for two (2) six (6)-month extension options, subject to the satisfaction of the conditions set forth in the Loan Agreement. The approved budget under the Loan Agreement includes an interest reserve in the amount of Twenty-Nine Million Four Hundred Thousand and No/100 Dollars ($29,400,000.00), which is included within soft costs.

B. The Project. The proceeds of the Loan are to be used to finance the development of "Harbor Point Towers," a mixed-use development consisting of two (2) twenty-eight (28)-story residential towers comprising six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space (collectively, the "Improvements"), to be constructed on an approximately 8.2-acre assembled waterfront site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. The land comprising the Property was acquired by Borrower from Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member) for the sum of Fifty-Four Million and No/100 Dollars ($54,000,000.00). The Property has been fully entitled under Baltimore City Planned Unit Development approved June 14, 2024, pursuant to Ordinance No. 24-0417, and building permits are expected to be issued in the first quarter of 2026. The total project cost for the Improvements is estimated at Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00), consisting of land costs of $54,000,000.00, hard construction costs of $432,000,000.00, and soft costs of $90,000,000.00 (inclusive of the $29,400,000.00 interest reserve). Construction of the Improvements is to be performed by Pinnacle General Contractors, Inc. (CEO: Raymond S. Muñoz; principal office: 8520 Philadelphia Road, Rosedale, Maryland 21237) pursuant to a Guaranteed Maximum Price contract executed as of December 20, 2025 (the "GMP Contract"). The target construction commencement date is March 1, 2026, with estimated substantial completion of the Improvements by September 2028.

C. The Guarantor. Guarantor is a Maryland real estate investment trust, headquartered at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202, Maryland State Department of Assessments and Taxation Identification Number D19847321, Employer Identification Number 52-2198437, listed on the New York Stock Exchange under ticker symbol "FWT." Guarantor is the sole member of Fairwater HP Manager, LLC (Employer Identification Number 52-2201889), a Maryland limited liability company ("Fairwater Manager"), which serves as the Managing Member of Borrower and holds a thirty percent (30%) membership interest in Borrower. Prescott HP Investor, LLC (Employer Identification Number 13-4603217), a Delaware limited liability company and wholly owned subsidiary of Prescott Capital Partners, LP (Employer Identification Number 13-4587612), a Delaware limited partnership ("Prescott"), holds the remaining seventy percent (70%) membership interest in Borrower as a non-managing member. The total joint venture equity commitment for the Project is Two Hundred Forty Million and No/100 Dollars ($240,000,000.00), of which Guarantor's share (through Fairwater Manager) is Seventy-Two Million and No/100 Dollars ($72,000,000.00), representing thirty percent (30%) of total JV equity. As a condition to Lender making the Loan to Borrower, Lender requires Guarantor to execute and deliver this Completion Guaranty. Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Loan and the development of the Improvements.

D. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. The term "Approved Plans and Specifications" means the plans and specifications for the Improvements approved by Lender in connection with the Loan Agreement. The term "Completion Date" means the date that is thirty-six (36) months from the date of the initial advance under the Loan Agreement, as such date may be extended in accordance with the terms of the Loan Agreement and this Guaranty. The term "Improvements" means the Harbor Point Towers project, including all residential units, retail space, common areas, site work, parking structures, and related infrastructure, as more particularly described in Exhibit B attached hereto. The term "Lien-Free Completion" has the meaning set forth in Section 1.1 of this Guaranty.

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 agrees as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below:

(a) "Completion" or "Lien-Free Completion" means the occurrence of all of the following conditions:

(i) the completion of construction of the Improvements in substantial accordance with the Approved Plans and Specifications, including all residential units, ground-floor retail space, structured parking, common areas, amenity spaces, site improvements, landscaping, and utility infrastructure;

(ii) the issuance of a final or temporary certificate of occupancy (or equivalent governmental approval) by the Department of Housing and Community Development of Baltimore City for the Improvements or applicable portions thereof, as required under applicable law and as reasonably acceptable to Lender;

(iii) the Property being free and clear of all mechanics' liens, materialmen's liens, and other construction-related liens of any kind or nature, or, in the alternative, all such liens having been discharged, bonded off, or insured over to Lender's reasonable satisfaction by Tidewater Insurance Group, Inc. or another title insurer reasonably acceptable to Lender, such that Lender's lien priority is not impaired;

(iv) the delivery to Lender of a final lien waiver from Pinnacle General Contractors, Inc. and all major subcontractors (being subcontractors whose aggregate contract value exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00)), in form and substance reasonably acceptable to Lender; and

(v) the delivery to Lender of an architect's certificate of substantial completion, issued by the project architect of record, certifying that the Improvements have been completed in substantial accordance with the Approved Plans and Specifications.

(b) "Completion Costs" means all costs and expenses necessary to achieve Lien-Free Completion of the Improvements in accordance with the Approved Plans and Specifications, including but not limited to hard construction costs, change orders approved in accordance with the Loan Agreement and the GMP Contract, increased material costs, increased labor costs, bonding costs, costs to discharge or bond off construction-related liens, additional architectural or engineering fees, permitting costs, inspection costs, and all other costs reasonably necessary or incidental to the completion of the Improvements.

(c) "Completion Date" means the date that is thirty-six (36) months from the date of the initial advance under the Loan Agreement, subject to any extensions of the Loan term as provided in the Loan Agreement (including the two (2) six (6)-month extension options set forth therein); provided, further, that the Completion Date shall be extended on a day-for-day basis for any delays attributable to Force Majeure, but in no event shall such Force Majeure extensions, in the aggregate, exceed one hundred eighty (180) days (the "Force Majeure Extensions").

(d) "Completion Shortfall" has the meaning set forth in Section 2.2 of this Guaranty.

(e) "Force Majeure" means any of the following events or circumstances that are beyond the reasonable control of Guarantor, Borrower, or the general contractor and that actually delay construction of the Improvements: acts of God, fire, flood, hurricane, earthquake, tornado, epidemic, pandemic, war, terrorism, civil unrest, governmental action or inaction (including delays in the issuance of permits or approvals not caused by the acts or omissions of Guarantor, Borrower, or the general contractor), labor strikes or lockouts not caused by Guarantor or Borrower, material shortages not attributable to the failure of Guarantor or Borrower to timely order materials, or other events of a similar nature beyond the reasonable control of Guarantor, Borrower, or the general contractor. Force Majeure shall not include any event caused by the financial condition or negligence of Guarantor, Borrower, or the general contractor, nor shall it include increases in the cost of materials, labor, or construction unless such increases render performance physically impossible (as opposed to more expensive).

(f) "Guaranteed Obligations" means all obligations of Guarantor under this Guaranty, including without limitation the obligation to cause Lien-Free Completion of the Improvements on or before the Completion Date, the obligation to fund Completion Costs and Completion Shortfalls, and all other obligations, covenants, agreements, and liabilities of Guarantor set forth in this Guaranty.

(g) "Loan Documents" means the Loan Agreement and all documents, instruments, and agreements executed in connection therewith, including without limitation the promissory note, the deed of trust, the assignment of leases and rents, this Guaranty, the Recourse Carve-Out Guaranty, the Environmental Indemnity Agreement, the Capital Contribution Agreement, and all other documents identified as "Loan Documents" in the Loan Agreement.

All other capitalized terms used in this Guaranty and not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

Section 1.2 — Rules of Construction. In this Guaranty, unless the context otherwise requires: (a) references to "Sections," "Articles," and "Exhibits" are references to sections, articles, and exhibits of this Guaranty; (b) words in the singular include the plural and vice versa; (c) the word "including" and words of similar import shall be construed to mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (d) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (e) references to any person or entity shall include its successors and permitted assigns; (f) the words "herein," "hereof," "hereunder," and words of similar import refer to this Guaranty as a whole and not to any particular provision hereof; and (g) this Guaranty shall be governed by and interpreted in accordance with the laws of the State of Maryland, as more particularly set forth in Section 9.1.

ARTICLE 2 — GUARANTY OF COMPLETION

Section 2.1 — Guaranty of Lien-Free Completion. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender that the Improvements shall achieve Lien-Free Completion on or before the Completion Date. This guaranty of Lien-Free Completion is a primary obligation of Guarantor and is not contingent upon or conditioned upon any action, inaction, or default by Borrower or any other person or entity. Without limiting the generality of the foregoing:

(a) Guarantor guarantees that the Property shall be delivered free and clear of all mechanics' liens, materialmen's liens, and construction-related liens of any kind or nature. In the event that any such lien is filed against the Property at any time during the course of construction or thereafter (but prior to the satisfaction of all Guaranteed Obligations), Guarantor shall, at its sole cost and expense, cause such lien to be discharged of record, bonded off, or insured over to Lender's reasonable satisfaction within thirty (30) days after the earlier of (i) Guarantor's receipt of written notice from Lender of the filing of such lien, or (ii) Guarantor's actual knowledge of the filing of such lien. If Guarantor fails to discharge, bond off, or insure over any such lien within such thirty (30)-day period, Lender may (but shall not be obligated to) take such action as Lender deems necessary to discharge or bond off such lien, and Guarantor shall reimburse Lender for all costs and expenses incurred in connection therewith, including reasonable attorneys' fees, within ten (10) business days of Lender's written demand.

(b) Guarantor shall cause all construction work to be performed in accordance with the Approved Plans and Specifications, the GMP Contract with Pinnacle General Contractors, Inc., and all applicable laws, codes, ordinances, rules, regulations, and governmental approvals, including without limitation Baltimore City Planned Unit Development Ordinance No. 24-0417, the Baltimore City Building Code, the Baltimore City Zoning Code, and all applicable environmental laws and regulations.

(c) Guarantor shall cause the Improvements to be constructed in a good and workmanlike manner, using materials of the quality and type specified in the Approved Plans and Specifications, and in compliance with all manufacturer warranties and specifications.

Section 2.2 — Obligation to Fund Completion Costs. If at any time during the construction of the Improvements, Lender determines in its reasonable judgment (based upon the reports of the construction consultant engaged by Lender, the monthly draw requests submitted by Borrower, or other information available to Lender) that the remaining undisbursed proceeds of the Loan, together with any undisbursed equity commitments of the members of Borrower under the Capital Contribution Agreement and the Amended and Restated Operating Agreement of Borrower (the "Operating Agreement"), are insufficient to achieve Lien-Free Completion of the Improvements in accordance with the Approved Plans and Specifications, Lender shall provide written notice to Guarantor setting forth in reasonable detail the basis for Lender's determination and the estimated amount of the deficiency. Within fifteen (15) business days after receipt of such notice, Guarantor shall deposit with Lender or directly with Borrower (as directed by Lender) such additional funds as are necessary, in Lender's reasonable judgment, to achieve Lien-Free Completion (the amount of such deposit, the "Completion Shortfall"). Such Completion Shortfall deposits shall be in addition to, and shall not reduce, offset, or substitute for, Guarantor's or Fairwater Manager's equity obligations under the Capital Contribution Agreement or the Operating Agreement. For the avoidance of doubt, Borrower's approved budget under the Loan Agreement provides for total project costs of Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00), consisting of land costs of $54,000,000.00, hard construction costs of $432,000,000.00, and soft costs of $90,000,000.00, to be funded by JV equity of $240,000,000.00 and the Loan of $336,000,000.00, and Guarantor's obligation to fund any Completion Shortfall is in addition to such budgeted amounts to the extent that actual costs exceed the approved budget.

Section 2.3 — Standard of Performance. In connection with the performance of its obligations under this Guaranty, Guarantor shall exercise the same standard of care in overseeing, managing, and directing the construction of the Improvements as would be exercised by a reasonably prudent, experienced developer of Class A mixed-use residential and retail projects in the Baltimore metropolitan area. Guarantor acknowledges that its obligations under this Guaranty are independent of, and in addition to, Borrower's obligations under the Loan Agreement and the other Loan Documents, and that Guarantor's obligations hereunder shall not be diminished, discharged, or otherwise affected by any failure of Borrower to perform its obligations under the Loan Agreement. Guarantor further acknowledges that it serves, through Fairwater Manager, as the Managing Member and Operating Partner of Borrower pursuant to the Operating Agreement and as the development manager of the Project pursuant to that certain Development Management Agreement of even date herewith between Borrower and Fairwater Manager (the "Development Management Agreement"), and that Guarantor has the power and authority to direct the activities of Borrower with respect to the construction and development of the Improvements.

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

(a) overruns under the GMP Contract with Pinnacle General Contractors, Inc., including amounts in excess of the guaranteed maximum price;

(b) design changes required by governmental authorities, including any conditions imposed by Baltimore City in connection with PUD Ordinance No. 24-0417 or any amendments thereto;

(c) unforeseen site conditions, including but not limited to subsurface conditions, environmental conditions, and conditions relating to the waterfront location of the Property;

(d) increases in the cost of materials or labor, whether due to market conditions, supply chain disruptions, or other causes;

(e) costs arising from change orders, whether initiated by Borrower, required by governmental authorities, or necessitated by field conditions;

(f) costs to discharge, bond off, or insure over mechanics' liens, materialmen's liens, or other construction-related liens; and

(g) all other costs and expenses necessary to achieve Lien-Free Completion.

Lender shall have no obligation to fund any additional loan proceeds beyond the Three Hundred Thirty-Six Million and No/100 Dollar ($336,000,000.00) commitment under the Loan Agreement, and any cost overruns in excess of amounts available under the Loan and committed equity shall be the sole responsibility of Guarantor under this Guaranty.

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Absolute and Unconditional. This Guaranty is absolute, unconditional, and continuing. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment, or termination for any reason whatsoever, including without limitation any claim of waiver, release, surrender, alteration, or compromise. The obligations of Guarantor hereunder shall not be affected, modified, or impaired by any circumstance or condition that might otherwise constitute a legal or equitable discharge of a surety or guarantor, including without limitation:

(a) any modification, amendment, extension, renewal, supplement, or restatement of the Loan Agreement, the promissory note, the deed of trust, or any other Loan Document, whether or not Guarantor has notice of or consents to the same;

(b) any release or discharge of Borrower, any other guarantor, or any other party liable for the payment or performance of any obligation under the Loan Documents;

(d) any failure, delay, or refusal by Lender to exercise any right, remedy, or power available to it under the Loan Documents or otherwise;

(e) any disability, incapacity, lack of authority, dissolution, merger, consolidation, or change in the organizational structure of Borrower;

(f) the invalidity or unenforceability of any provision of the Loan Agreement or any other Loan Document;

(g) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or similar proceeding with respect to Borrower or its assets; or

(h) any other event, occurrence, or circumstance that might otherwise constitute a defense available to, or a discharge of, Guarantor in respect of the Guaranteed Obligations or this Guaranty.

Section 3.2 — Guaranty of Payment and Performance, Not Collection. This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Lender shall not be required to pursue any remedies against Borrower, any co-guarantor, or any collateral before making demand on Guarantor under this Guaranty. Lender may proceed directly against Guarantor upon any failure to achieve Lien-Free Completion by the Completion Date, any failure to fund Completion Costs or a Completion Shortfall when due, or any other default by Guarantor under this Guaranty, without first commencing any action or proceeding against Borrower, exhausting any remedies against Borrower, or realizing upon any collateral securing the Loan. The obligations of Guarantor under this Guaranty are primary obligations and are not contingent upon the pursuit of any remedies against any other person or entity.

Section 3.3 — Continuing Guaranty. This Guaranty shall remain in full force and effect until the earlier of: (a) the date on which Lien-Free Completion has been achieved and all Guaranteed Obligations have been fully and finally satisfied, as confirmed in writing by Lender; or (b) the date on which the Loan has been indefeasibly paid in full and all amounts due and owing under the Loan Agreement and the other Loan Documents have been satisfied and Lender has released the Loan. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligations that survive the repayment of the Loan, including any indemnification obligations and any obligations to discharge or bond off construction-related liens.

Section 3.4 — Reinstatement. If at any time any payment made by Guarantor under this Guaranty or any amount received by Lender in respect of the Guaranteed Obligations is rescinded, avoided, or must be returned by Lender for any reason whatsoever (including without limitation as a result of any bankruptcy, insolvency, or reorganization proceeding, or any claim of preference, fraudulent transfer, or fraudulent conveyance under any applicable federal or state law), the obligations of Guarantor under this Guaranty shall be reinstated and restored to the same extent as if such payment had not been made or such amount had not been received, and Guarantor shall remain liable for the full amount of the Guaranteed Obligations as though such payment or receipt had never occurred. The provisions of this Section 3.4 shall survive the termination of this Guaranty and shall remain in full force and effect regardless of any contrary action that may have been taken by Lender in reliance upon such rescinded, avoided, or returned payment.

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — Comprehensive Waivers. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each of the following:

(a) notice of acceptance of this Guaranty by Lender;

(b) notice of any advances, disbursements, or other transactions under the Loan or the Loan Documents, whether now existing or hereafter arising;

(d) any right to require Lender to proceed against Borrower, any other guarantor, any other person or entity, or any collateral securing the Loan before making demand on Guarantor or enforcing this Guaranty;

(e) any defense arising from the incapacity, lack of authority, death, disability, dissolution, merger, or consolidation of Borrower or any other person or entity;

(f) any defense based on an election of remedies by Lender, including any election to proceed under or enforce any one or more of the Loan Documents to the exclusion of any other Loan Document or remedy available to Lender;

(g) any right of subrogation, contribution, reimbursement, or indemnity against Borrower, any other guarantor, or any other person or entity, and any right to enforce any remedy that Lender now has or may hereafter have against Borrower or any other person or entity, in each case until all Guaranteed Obligations have been fully and finally satisfied and the Loan has been indefeasibly paid in full;

(h) any defense arising from any modification, extension, amendment, renewal, supplement, restatement, or other alteration of the Loan Documents, or any increase or decrease in the principal amount of the Loan, without Guarantor's consent, whether or not Guarantor has notice thereof; and

(i) the benefit of any statute of limitations that might otherwise apply to bar or limit Guarantor's obligations under this Guaranty.

Section 4.2 — Waiver of Suretyship Defenses. Guarantor hereby expressly and unconditionally waives all suretyship defenses available under the laws of the State of Maryland or any other applicable jurisdiction, including without limitation any defense based upon impairment of collateral, any defense based upon the failure of Lender to disclose information to Guarantor, and any defense based upon the failure of Lender to pursue a commercially reasonable course of dealing with Borrower. Without limiting the generality of the foregoing, Lender may, at any time and from time to time, without notice to or consent of Guarantor and without affecting, impairing, or discharging Guarantor's obligations under this Guaranty:

(a) modify, amend, extend, renew, supplement, or restate the Loan Agreement or any other Loan Document in any manner;

(b) extend the maturity date of the Loan or any payment date thereunder;

(c) increase or decrease the interest rate on the Loan (which is currently Term SOFR plus 275 basis points) or modify any other economic terms of the Loan;

(d) release, exchange, subordinate, impair, or fail to perfect any lien on or security interest in any collateral securing the Loan;

(e) release Borrower, any co-guarantor, or any other person or entity from liability under the Loan Documents;

(f) consent to any action or inaction by Borrower, or waive any default or event of default under the Loan Documents; or

(g) take or refrain from taking any other action that might otherwise constitute a defense to or discharge of Guarantor's obligations hereunder.

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

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Lender as follows as of the date of this Guaranty:

Section 5.1 — Organization and Good Standing. Guarantor is a duly organized and validly existing Maryland real estate investment trust in good standing under the laws of the State of Maryland. Guarantor's Maryland State Department of Assessments and Taxation Identification Number is D19847321. Guarantor's registered agent is National Registered Agents of Maryland, Inc., 311 West Saratoga Street, Baltimore, Maryland 21201. Guarantor is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.

Section 5.2 — Authority and Authorization. Guarantor has full trust power and authority to execute and deliver this Guaranty and to perform each and every obligation of Guarantor hereunder. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary action on the part of Guarantor, including all requisite approvals of the Board of Trustees of Guarantor. No other trust action, proceeding, approval, or consent is required in connection with the execution, delivery, or performance of this Guaranty by Guarantor. In connection with the closing of the Loan, Guarantor has delivered to Lender an officer's certificate and closing certificate duly executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, of Guarantor, certifying as to the authorization of the Board of Trustees of Guarantor with respect to the execution, delivery, and performance of this Guaranty and the other Loan Documents to which Guarantor is a party.

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

Section 5.4 — No Conflicts. The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (a) violate, conflict with, or result in a breach of any provision of Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws; (b) violate, conflict with, or result in a breach or default under any material agreement, instrument, or document to which Guarantor is a party or by which Guarantor or any of its properties or assets is bound; (c) violate any applicable law, rule, regulation, order, judgment, decree, or governmental approval applicable to Guarantor; or (d) conflict with or impair Guarantor's obligations as a publicly traded real estate investment trust listed on the New York Stock Exchange under ticker symbol "FWT," including any obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, or the rules and regulations of the New York Stock Exchange.

Section 5.5 — Litigation. There is no action, suit, proceeding, investigation, or inquiry pending or, to Guarantor's knowledge, threatened against or affecting Guarantor before any court, governmental agency, or arbitrator that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Guarantor's financial condition or its ability to perform its obligations under this Guaranty. Guarantor is not in default with respect to any order, writ, injunction, decree, or judgment of any court, governmental agency, or arbitrator that would reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations hereunder.

Section 5.6 — Financial Condition. The most recent audited financial statements of Guarantor for the fiscal year ended December 31, 2024 (reporting total assets of approximately $4.1 billion and total revenues of approximately $612 million), which have been delivered to Lender, were prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and fairly present in all material respects the financial condition, results of operations, and cash flows of Guarantor as of the dates and for the periods covered thereby. Since the date of such financial statements, there has been no material adverse change in the financial condition, business, operations, properties, or prospects of Guarantor. Guarantor's current portfolio consists of thirty-eight (38) mixed-use and multifamily properties located across the Mid-Atlantic region, and such portfolio continues to generate sufficient cash flow to support Guarantor's obligations under this Guaranty.

Section 5.7 — REIT Status. Guarantor has duly elected and currently qualifies as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Guarantor intends to continue to maintain its qualification as a REIT for each taxable year during the term of this Guaranty. The execution, delivery, and performance of Guarantor's obligations under this Guaranty will not cause Guarantor to fail to qualify as a REIT under the Code or to be subject to any tax under Section 857 or Section 4981 of the Code.

Section 5.8 — Solvency. Guarantor is currently solvent and will not be rendered insolvent by the execution, delivery, and performance of this Guaranty or any of the transactions contemplated hereby. As of the date hereof, and after giving effect to the obligations undertaken by Guarantor under this Guaranty: (a) the fair value of Guarantor's assets exceeds the total amount of Guarantor's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities); (b) Guarantor is able to pay its debts as they become due; and (c) Guarantor does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted.

ARTICLE 6 — COVENANTS OF GUARANTOR

Guarantor hereby covenants and agrees with Lender as follows:

Section 6.1 — Construction Oversight. Guarantor shall cause Borrower, acting through Fairwater HP Manager, LLC as Managing Member and development manager, to diligently prosecute the construction of the Improvements in accordance with the Approved Plans and Specifications, the GMP Contract with Pinnacle General Contractors, Inc., and all applicable governmental approvals, including PUD Ordinance No. 24-0417. Guarantor shall cause construction of the Improvements to commence on or before March 1, 2026 (or such later date as may be approved by Lender in writing), and shall cause construction to proceed thereafter without material interruption until Lien-Free Completion is achieved. Guarantor shall exercise diligent oversight and supervision of the construction process, including regular monitoring of construction progress, budget adherence, scheduling, quality of workmanship, and compliance with the Approved Plans and Specifications and applicable laws.

Section 6.2 — Financial Reporting. Guarantor shall deliver to Lender the following financial information and reports:

(a) within ninety (90) days after the end of each fiscal year of Guarantor, annual audited financial statements of Guarantor prepared in accordance with GAAP and audited by a nationally recognized independent certified public accounting firm;

(b) within forty-five (45) days after the end of each fiscal quarter of Guarantor (other than the last fiscal quarter of each fiscal year), quarterly unaudited financial statements of Guarantor, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), and certified by the Chief Financial Officer of Guarantor;

(c) within the time periods specified in the Loan Agreement, monthly construction progress reports with respect to the Improvements, including a description of the work completed during the applicable period, a comparison of actual costs to the approved budget, a schedule update, and a summary of any material issues or disputes; and

(d) such other financial information, reports, statements, and data regarding Guarantor and the Project as Lender may reasonably request from time to time.

All financial statements delivered pursuant to this Section 6.2 shall be prepared in accordance with GAAP applied on a consistent basis.

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

Section 6.4 — Compliance with Laws. Guarantor shall comply, and shall cause Borrower and Fairwater Manager to comply, with all applicable federal, state, and local laws, rules, regulations, orders, ordinances, and governmental approvals, including without limitation all laws and regulations relating to Guarantor's qualification and continued status as a REIT under the Code. Guarantor shall cause the Improvements to be designed, constructed, and completed in compliance with all governmental approvals, including PUD Ordinance No. 24-0417, the Baltimore City Building Code, the Baltimore City Zoning Code, the Americans with Disabilities Act, and all applicable environmental laws and regulations.

Section 6.5 — Insurance. Guarantor shall cause Borrower to obtain and maintain in full force and effect at all times during the construction of the Improvements all insurance required under the Loan Agreement, including without limitation the following coverages:

(a) Builder's Risk Insurance: All-risk builder's risk insurance covering the Improvements during construction for the full replacement cost thereof, with no coinsurance penalty, issued by Greystone Mutual Insurance Company (or such other insurer with an A.M. Best rating of "A-" or better and a financial size category of "VIII" or greater as may be approved by Lender in writing);

(b) Commercial General Liability Insurance: Commercial general liability insurance with limits of not less than Ten Million and No/100 Dollars ($10,000,000.00) per occurrence and Twenty Million and No/100 Dollars ($20,000,000.00) in the aggregate;

(c) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance with limits of not less than Fifty Million and No/100 Dollars ($50,000,000.00);

(d) Workers' Compensation and Employer's Liability Insurance: Workers' compensation insurance as required by the laws of the State of Maryland and employer's liability insurance with statutory limits; and

(e) such other insurance coverages as may be required under the Loan Agreement.

Lender shall be named as an additional insured and/or loss payee, as applicable, on all insurance policies required under the Loan Agreement, and Guarantor shall cause certificates of insurance and, upon Lender's request, copies of insurance policies to be delivered to Lender.

Section 6.6 — Preservation of Existence. Guarantor shall preserve and maintain its existence and good standing as a Maryland real estate investment trust under the laws of the State of Maryland and shall not merge with or into, consolidate with, or convert into any other entity, or dissolve, wind up, or liquidate, in whole or in part, without the prior written consent of Lender; provided, however, that Guarantor may merge with or into, or consolidate with, another entity without Lender's consent if (i) such surviving or resulting entity expressly assumes in writing all of Guarantor's obligations under this Guaranty in a form reasonably acceptable to Lender, (ii) such surviving or resulting entity has a tangible net worth and liquidity equal to or greater than the tangible net worth and liquidity of Guarantor immediately prior to such transaction, and (iii) no Event of Default under this Guaranty or the Loan Agreement exists at the time of such transaction or would result therefrom.

Section 6.7 — Notice of Default or Lien. Guarantor shall promptly (and in any event within five (5) business days) notify Lender in writing of:

(a) any default or event of default under the Loan Agreement, or any event or condition that with the giving of notice or the passage of time, or both, would constitute a default or event of default under the Loan Agreement;

(b) the filing of any mechanics' lien, materialmen's lien, or other construction-related lien against the Property, together with a description of the lien, the identity of the lien claimant, and the amount claimed;

(c) any material dispute between Borrower and Pinnacle General Contractors, Inc. or any major subcontractor (being a subcontractor whose aggregate contract value exceeds $500,000.00), including any dispute relating to the quality of work, the timeliness of work, or any claimed change order or cost overrun;

(d) any casualty, condemnation, or threat of condemnation affecting the Property or the Improvements;

(e) any environmental condition or contamination affecting the Property or discovered at the Property during construction; and

(f) any other event or condition that has had or would reasonably be expected to have a material adverse effect on the construction of the Improvements, the financial condition of Guarantor, or Guarantor's ability to perform its obligations under this Guaranty.

Section 6.8 — Equity Commitments. Guarantor shall cause Fairwater HP Manager, LLC to fund all required capital contributions under the Capital Contribution Agreement and the Operating Agreement in a timely manner and in accordance with the terms thereof. Without limiting the foregoing, Guarantor shall cause Fairwater Manager to fund the initial capital call in the amount of Eighteen Million and No/100 Dollars ($18,000,000.00) (representing Fairwater's thirty percent (30%) share of the Sixty Million and No/100 Dollar ($60,000,000.00) initial capital call) and all subsequent capital calls on fifteen (15) business days' notice in accordance with and pro rata to the approved joint venture budget. Guarantor's total JV equity commitment (through Fairwater Manager) is Seventy-Two Million and No/100 Dollars ($72,000,000.00), representing thirty percent (30%) of the total JV equity of Two Hundred Forty Million and No/100 Dollars ($240,000,000.00). Guarantor acknowledges that the timely funding of equity contributions by Fairwater Manager is a material condition to Lender's obligation to make advances under the Loan Agreement and that Guarantor's obligation to cause such funding is a material obligation under this Guaranty.

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default under Guaranty. Each of the following shall constitute an event of default under this Guaranty (each, an "Event of Default"):

(a) Failure to Fund Completion Shortfall. The failure of Guarantor to deposit any Completion Shortfall with Lender or Borrower within fifteen (15) business days of Lender's written demand therefor in accordance with Section 2.2 of this Guaranty;

(b) Failure to Achieve Lien-Free Completion. The failure of Lien-Free Completion to be achieved on or before the Completion Date (as such date may be extended pursuant to the terms of the Loan Agreement and any applicable Force Majeure Extensions under this Guaranty);

(c) Breach of Representation or Warranty. Any representation or warranty made by Guarantor in this Guaranty proves to be materially untrue, inaccurate, or misleading as of the date made, and such breach remains uncured for thirty (30) days after Guarantor's receipt of written notice thereof from Lender; provided, however, that this cure period shall not apply to representations and warranties that are incapable of cure;

(d) Breach of Covenant. The failure of Guarantor to perform or observe any covenant, agreement, or obligation under this Guaranty, and such failure remains uncured for thirty (30) days after Guarantor's receipt of written notice thereof from Lender; provided, however, that if such failure is of a nature that it cannot be cured within such thirty (30)-day period but is capable of being cured, and Guarantor has commenced the cure of such failure within such thirty (30)-day period and is diligently and continuously pursuing such cure, then the cure period shall be extended for such additional time as may be reasonably necessary to complete such cure, but in no event to exceed ninety (90) days after the date of Lender's notice;

(e) Bankruptcy or Insolvency. Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency, or similar law, (ii) consent to the entry of an order for relief against it in an involuntary case under any applicable bankruptcy, insolvency, or similar law, (iii) consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for it or for a substantial part of its property, (iv) make a general assignment for the benefit of creditors, or (v) be adjudicated bankrupt or insolvent, or an order for relief shall be entered against Guarantor in an involuntary case under any applicable bankruptcy, insolvency, or similar law and such order shall remain in effect for sixty (60) consecutive days;

(f) Material Adverse Change. A material adverse change in the financial condition, business, operations, or prospects of Guarantor that, in Lender's reasonable judgment, materially impairs Guarantor's ability to perform its obligations under this Guaranty; and

(g) Related Event of Default. The occurrence of any Event of Default under the Loan Agreement that is caused by or results from any act, omission, or failure of Guarantor, Fairwater Manager, or any entity controlled by Guarantor.

Section 7.2 — Remedies. Upon the occurrence of an Event of Default under this Guaranty, Lender may exercise any one or more of the following remedies, in any order and without limitation:

(a) demand immediate performance by Guarantor of all Guaranteed Obligations, including the obligation to fund any Completion Shortfall and to cause Lien-Free Completion;

(b) bring an action for specific performance of Guarantor's obligations under this Guaranty, it being acknowledged by Guarantor that Lender's remedies at law may be inadequate and that Lender shall be entitled to equitable relief, including injunctive relief and specific performance, without the necessity of posting bond or proving actual damages;

(c) bring an action for damages against Guarantor for any and all losses, costs, and expenses sustained by Lender as a result of Guarantor's failure to perform its obligations under this Guaranty, including all costs necessary to achieve Lien-Free Completion;

(d) exercise any and all other rights and remedies available to Lender at law, in equity, or under the Loan Documents.

All remedies of Lender under this Guaranty are cumulative and not exclusive. The exercise of any one remedy shall not preclude the exercise of any other remedy. No failure or delay by Lender in exercising any right or remedy shall operate as a waiver thereof.

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

(a) entering upon the Property and assuming management and oversight of the construction of the Improvements;

(b) engaging a replacement general contractor or construction manager to complete the Improvements;

(d) discharging, bonding off, or insuring over any mechanics' liens, materialmen's liens, or other construction-related liens filed against the Property; and

(e) taking any other action reasonably necessary to achieve Lien-Free Completion.

All costs and expenses incurred by Lender in connection with any such action, including reasonable attorneys' fees, consultant fees, contractor fees, and other out-of-pocket expenses, shall be the obligation of Guarantor and shall be payable by Guarantor to Lender on demand, together with interest thereon at the default rate specified in the Loan Agreement from the date incurred until paid in full.

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

ARTICLE 8 — SUBORDINATION OF GUARANTOR'S CLAIMS

Section 8.1 — Subordination. Until all Guaranteed Obligations have been fully and finally satisfied and the Loan has been indefeasibly paid in full (including the repayment of all principal, interest, fees, and other amounts due and owing under the Loan Agreement and the other Loan Documents), Guarantor hereby irrevocably and unconditionally subordinates any and all claims, rights, and interests that Guarantor may now or hereafter have against Borrower arising from or relating to any payments made by Guarantor under this Guaranty, whether by way of subrogation, contribution, reimbursement, indemnity, exoneration, or otherwise (collectively, "Guarantor Claims"), to all claims, rights, and interests of Lender against Borrower under the Loan Documents. If any amount shall be paid to Guarantor on account of any Guarantor Claim at any time when any Guaranteed Obligation remains outstanding or the Loan remains unpaid, such amount shall be held in trust by Guarantor for the benefit of Lender and shall forthwith be paid over to Lender to be applied to the Guaranteed Obligations in such order and manner as Lender may determine in its sole discretion.

Section 8.2 — No Subrogation Until Full Payment. Notwithstanding anything to the contrary in this Guaranty, at law, or in equity, Guarantor shall not exercise, and hereby waives, any rights of subrogation, contribution, reimbursement, indemnification, or other similar rights against Borrower, any co-guarantor, or any other person or entity, and shall not seek or be entitled to any repayment, reimbursement, or recovery from Borrower, any co-guarantor, or any other person or entity, on account of any payments made by Guarantor or any performance rendered by Guarantor under this Guaranty, until the Loan has been indefeasibly paid in full and all Guaranteed Obligations have been fully and finally satisfied. If, notwithstanding the foregoing, any amount or property shall be paid or transferred to Guarantor on account of any such subrogation, contribution, reimbursement, or indemnification rights at any time when any Guaranteed Obligation remains outstanding, Guarantor shall hold such amount or property in trust for the benefit of Lender and shall promptly pay over or transfer such amount or property to Lender for application to the Guaranteed Obligations.

ARTICLE 9 — MISCELLANEOUS

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

Section 9.2 — Jurisdiction and Venue. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the District of Maryland and the Circuit Court for Baltimore City, Maryland, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty or the transactions contemplated hereby. Guarantor hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any of such courts and hereby irrevocably and unconditionally waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 9.3 — Waiver of Jury Trial. GUARANTOR AND LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEEDING. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.3.

Section 9.4 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Guaranty shall be in writing and shall be deemed to have been duly given and received (a) upon delivery if delivered personally, (b) on the first business day following the date of dispatch if sent by a nationally recognized overnight courier service (with confirmation of delivery), (c) on the fifth business day following the date of mailing if sent by certified or registered mail, return receipt requested, postage prepaid, or (d) upon transmission if sent by electronic mail (with confirmation of receipt and followed by delivery of an original by one of the methods described in clauses (a) through (c) above), in each case to the parties at the following addresses (or at such other address as any party may hereafter designate by written notice to the other parties):

If to Guarantor:

Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202

Attention: Theresa M. Calloway, General Counsel

Email: tcalloway@fairwaterreit.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202

Attention: Douglas Fairchild, Esq.

Email: dfairchild@calderwoodharkness.com

If to Lender:

Meridian National Bank, N.A. 200 South Charles Street Baltimore, Maryland 21201

Attention: Kevin P. Driscoll, Senior Vice President, Real Estate Finance

Email: kdriscoll@meridianbank.com

Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless in writing and signed by both Lender and Guarantor. No waiver of any default or Event of Default under this Guaranty shall constitute a waiver of any other or subsequent default or Event of Default. No delay or failure on the part of Lender in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 9.6 — Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Lender may, without notice to or consent of Guarantor, assign, transfer, or grant participations in its rights under this Guaranty to any person or entity that is an assignee or participant of any portion of the Loan, and upon any such assignment, the assignee shall have all rights and remedies of Lender under this Guaranty to the extent of such assignment. Guarantor may not assign, delegate, or transfer its obligations under this Guaranty, in whole or in part, without the prior written consent of Lender, and any attempted assignment, delegation, or transfer without such consent shall be null and void.

Section 9.7 — Entire Agreement. This Guaranty, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement among the parties with respect to the Guaranteed Obligations and the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, with respect to such subject matter. No representation, warranty, promise, inducement, or statement of intention has been made by any party that is not embodied in this Guaranty or the other Loan Documents.

Section 9.8 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of such invalid, illegal, or unenforceable provision, there shall be added automatically as part of this Guaranty a provision as similar in terms and economic effect to such invalid, illegal, or unenforceable provision as may be valid, legal, and enforceable.

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

PREPARED BY AND UPON RECORDATION RETURN TO: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Douglas Fairchild, Esq.
COMPLETION GUARANTY
Dated as of February 15, 2026
by
FAIRWATER REAL ESTATE INVESTMENT TRUST a Maryland real estate investment trust ("Guarantor")
in favor of
MERIDIAN NATIONAL BANK, N.A. a national banking association ("Lender")
Relating to a Construction Loan in the principal amount of $336,000,000.00 made by Lender to HARBOR POINT DEVELOPMENT JV, LLC a Delaware limited liability company ("Borrower")
Project: Harbor Point Towers 1500–1580 Wills Street Baltimore, Maryland 21231 Block 7419, Lots 1–6, Baltimore City
COMPLETION GUARANTY
This COMPLETION GUARANTY (this "Guaranty") is dated as of February 15, 2026, and is made by FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Guarantor"), in favor of MERIDIAN NATIONAL BANK, N.A., a national banking association, with its principal office at 200 South Charles Street, Baltimore, Maryland 21201 ("Lender"), as lead arranger and administrative agent for the Loan (as defined below).
RECITALS
A. The Borrower and the Loan. Harbor Point Development JV, LLC, a Delaware limited liability company, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (Employer Identification Number 84-6213950 (applied for)) (the "Borrower"), has entered into that certain Construction Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") with Lender, as lead arranger and administrative agent, pursuant to which Lender has agreed to make a construction loan to Borrower in the principal amount of Three Hundred Thirty-Six Million and No/100 Dollars ($336,000,000.00) (the "Loan"), representing a loan-to-cost ratio of approximately 58.33% based on a total project cost of Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00). The Loan bears interest at a rate equal to Term SOFR plus 275 basis points, has an initial term of thirty-six (36) months from the date of closing, and provides for two (2) six (6)-month extension options, subject to the satisfaction of the conditions set forth in the Loan Agreement. The approved budget under the Loan Agreement includes an interest reserve in the amount of Twenty-Nine Million Four Hundred Thousand and No/100 Dollars ($29,400,000.00), which is included within soft costs.
B. The Project. The proceeds of the Loan are to be used to finance the development of "Harbor Point Towers," a mixed-use development consisting of two (2) twenty-eight (28)-story residential towers comprising six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space (collectively, the "Improvements"), to be constructed on an approximately 8.2-acre assembled waterfront site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. The land comprising the Property was acquired by Borrower from Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member) for the sum of Fifty-Four Million and No/100 Dollars ($54,000,000.00). The Property has been fully entitled under Baltimore City Planned Unit Development approved June 14, 2024, pursuant to Ordinance No. 24-0417, and building permits are expected to be issued in the first quarter of 2026. The total project cost for the Improvements is estimated at Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00), consisting of land costs of $54,000,000.00, hard construction costs of $432,000,000.00, and soft costs of $90,000,000.00 (inclusive of the $29,400,000.00 interest reserve). Construction of the Improvements is to be performed by Pinnacle General Contractors, Inc. (CEO: Raymond S. Muñoz; principal office: 8520 Philadelphia Road, Rosedale, Maryland 21237) pursuant to a Guaranteed Maximum Price contract executed as of December 20, 2025 (the "GMP Contract"). The target construction commencement date is March 1, 2026, with estimated substantial completion of the Improvements by September 2028.
C. The Guarantor. Guarantor is a Maryland real estate investment trust, headquartered at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202, Maryland State Department of Assessments and Taxation Identification Number D19847321, Employer Identification Number 52-2198437, listed on the New York Stock Exchange under ticker symbol "FWT." Guarantor is the sole member of Fairwater HP Manager, LLC (Employer Identification Number 52-2201889), a Maryland limited liability company ("Fairwater Manager"), which serves as the Managing Member of Borrower and holds a thirty percent (30%) membership interest in Borrower. Prescott HP Investor, LLC (Employer Identification Number 13-4603217), a Delaware limited liability company and wholly owned subsidiary of Prescott Capital Partners, LP (Employer Identification Number 13-4587612), a Delaware limited partnership ("Prescott"), holds the remaining seventy percent (70%) membership interest in Borrower as a non-managing member. The total joint venture equity commitment for the Project is Two Hundred Forty Million and No/100 Dollars ($240,000,000.00), of which Guarantor's share (through Fairwater Manager) is Seventy-Two Million and No/100 Dollars ($72,000,000.00), representing thirty percent (30%) of total JV equity. As a condition to Lender making the Loan to Borrower, Lender requires Guarantor to execute and deliver this Completion Guaranty. Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Loan and the development of the Improvements.
D. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. The term "Approved Plans and Specifications" means the plans and specifications for the Improvements approved by Lender in connection with the Loan Agreement. The term "Completion Date" means the date that is thirty-six (36) months from the date of the initial advance under the Loan Agreement, as such date may be extended in accordance with the terms of the Loan Agreement and this Guaranty. The term "Improvements" means the Harbor Point Towers project, including all residential units, retail space, common areas, site work, parking structures, and related infrastructure, as more particularly described in Exhibit B attached hereto. The term "Lien-Free Completion" has the meaning set forth in Section 1.1 of this Guaranty.
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 agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below:
(a) "Completion" or "Lien-Free Completion" means the occurrence of all of the following conditions:
(i) the completion of construction of the Improvements in substantial accordance with the Approved Plans and Specifications, including all residential units, ground-floor retail space, structured parking, common areas, amenity spaces, site improvements, landscaping, and utility infrastructure;
(ii) the issuance of a final or temporary certificate of occupancy (or equivalent governmental approval) by the Department of Housing and Community Development of Baltimore City for the Improvements or applicable portions thereof, as required under applicable law and as reasonably acceptable to Lender;
(iii) the Property being free and clear of all mechanics' liens, materialmen's liens, and other construction-related liens of any kind or nature, or, in the alternative, all such liens having been discharged, bonded off, or insured over to Lender's reasonable satisfaction by Tidewater Insurance Group, Inc. or another title insurer reasonably acceptable to Lender, such that Lender's lien priority is not impaired;
(iv) the delivery to Lender of a final lien waiver from Pinnacle General Contractors, Inc. and all major subcontractors (being subcontractors whose aggregate contract value exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00)), in form and substance reasonably acceptable to Lender; and
(v) the delivery to Lender of an architect's certificate of substantial completion, issued by the project architect of record, certifying that the Improvements have been completed in substantial accordance with the Approved Plans and Specifications.
(b) "Completion Costs" means all costs and expenses necessary to achieve Lien-Free Completion of the Improvements in accordance with the Approved Plans and Specifications, including but not limited to hard construction costs, change orders approved in accordance with the Loan Agreement and the GMP Contract, increased material costs, increased labor costs, bonding costs, costs to discharge or bond off construction-related liens, additional architectural or engineering fees, permitting costs, inspection costs, and all other costs reasonably necessary or incidental to the completion of the Improvements.
(c) "Completion Date" means the date that is thirty-six (36) months from the date of the initial advance under the Loan Agreement, subject to any extensions of the Loan term as provided in the Loan Agreement (including the two (2) six (6)-month extension options set forth therein); provided, further, that the Completion Date shall be extended on a day-for-day basis for any delays attributable to Force Majeure, but in no event shall such Force Majeure extensions, in the aggregate, exceed one hundred eighty (180) days (the "Force Majeure Extensions").
(d) "Completion Shortfall" has the meaning set forth in Section 2.2 of this Guaranty.
(e) "Force Majeure" means any of the following events or circumstances that are beyond the reasonable control of Guarantor, Borrower, or the general contractor and that actually delay construction of the Improvements: acts of God, fire, flood, hurricane, earthquake, tornado, epidemic, pandemic, war, terrorism, civil unrest, governmental action or inaction (including delays in the issuance of permits or approvals not caused by the acts or omissions of Guarantor, Borrower, or the general contractor), labor strikes or lockouts not caused by Guarantor or Borrower, material shortages not attributable to the failure of Guarantor or Borrower to timely order materials, or other events of a similar nature beyond the reasonable control of Guarantor, Borrower, or the general contractor. Force Majeure shall not include any event caused by the financial condition or negligence of Guarantor, Borrower, or the general contractor, nor shall it include increases in the cost of materials, labor, or construction unless such increases render performance physically impossible (as opposed to more expensive).
(f) "Guaranteed Obligations" means all obligations of Guarantor under this Guaranty, including without limitation the obligation to cause Lien-Free Completion of the Improvements on or before the Completion Date, the obligation to fund Completion Costs and Completion Shortfalls, and all other obligations, covenants, agreements, and liabilities of Guarantor set forth in this Guaranty.
(g) "Loan Documents" means the Loan Agreement and all documents, instruments, and agreements executed in connection therewith, including without limitation the promissory note, the deed of trust, the assignment of leases and rents, this Guaranty, the Recourse Carve-Out Guaranty, the Environmental Indemnity Agreement, the Capital Contribution Agreement, and all other documents identified as "Loan Documents" in the Loan Agreement.
All other capitalized terms used in this Guaranty and not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
Section 1.2 — Rules of Construction. In this Guaranty, unless the context otherwise requires: (a) references to "Sections," "Articles," and "Exhibits" are references to sections, articles, and exhibits of this Guaranty; (b) words in the singular include the plural and vice versa; (c) the word "including" and words of similar import shall be construed to mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (d) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (e) references to any person or entity shall include its successors and permitted assigns; (f) the words "herein," "hereof," "hereunder," and words of similar import refer to this Guaranty as a whole and not to any particular provision hereof; and (g) this Guaranty shall be governed by and interpreted in accordance with the laws of the State of Maryland, as more particularly set forth in Section 9.1.
ARTICLE 2 — GUARANTY OF COMPLETION
Section 2.1 — Guaranty of Lien-Free Completion. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender that the Improvements shall achieve Lien-Free Completion on or before the Completion Date. This guaranty of Lien-Free Completion is a primary obligation of Guarantor and is not contingent upon or conditioned upon any action, inaction, or default by Borrower or any other person or entity. Without limiting the generality of the foregoing:
(a) Guarantor guarantees that the Property shall be delivered free and clear of all mechanics' liens, materialmen's liens, and construction-related liens of any kind or nature. In the event that any such lien is filed against the Property at any time during the course of construction or thereafter (but prior to the satisfaction of all Guaranteed Obligations), Guarantor shall, at its sole cost and expense, cause such lien to be discharged of record, bonded off, or insured over to Lender's reasonable satisfaction within thirty (30) days after the earlier of (i) Guarantor's receipt of written notice from Lender of the filing of such lien, or (ii) Guarantor's actual knowledge of the filing of such lien. If Guarantor fails to discharge, bond off, or insure over any such lien within such thirty (30)-day period, Lender may (but shall not be obligated to) take such action as Lender deems necessary to discharge or bond off such lien, and Guarantor shall reimburse Lender for all costs and expenses incurred in connection therewith, including reasonable attorneys' fees, within ten (10) business days of Lender's written demand.
(b) Guarantor shall cause all construction work to be performed in accordance with the Approved Plans and Specifications, the GMP Contract with Pinnacle General Contractors, Inc., and all applicable laws, codes, ordinances, rules, regulations, and governmental approvals, including without limitation Baltimore City Planned Unit Development Ordinance No. 24-0417, the Baltimore City Building Code, the Baltimore City Zoning Code, and all applicable environmental laws and regulations.
(c) Guarantor shall cause the Improvements to be constructed in a good and workmanlike manner, using materials of the quality and type specified in the Approved Plans and Specifications, and in compliance with all manufacturer warranties and specifications.
Section 2.2 — Obligation to Fund Completion Costs. If at any time during the construction of the Improvements, Lender determines in its reasonable judgment (based upon the reports of the construction consultant engaged by Lender, the monthly draw requests submitted by Borrower, or other information available to Lender) that the remaining undisbursed proceeds of the Loan, together with any undisbursed equity commitments of the members of Borrower under the Capital Contribution Agreement and the Amended and Restated Operating Agreement of Borrower (the "Operating Agreement"), are insufficient to achieve Lien-Free Completion of the Improvements in accordance with the Approved Plans and Specifications, Lender shall provide written notice to Guarantor setting forth in reasonable detail the basis for Lender's determination and the estimated amount of the deficiency. Within fifteen (15) business days after receipt of such notice, Guarantor shall deposit with Lender or directly with Borrower (as directed by Lender) such additional funds as are necessary, in Lender's reasonable judgment, to achieve Lien-Free Completion (the amount of such deposit, the "Completion Shortfall"). Such Completion Shortfall deposits shall be in addition to, and shall not reduce, offset, or substitute for, Guarantor's or Fairwater Manager's equity obligations under the Capital Contribution Agreement or the Operating Agreement. For the avoidance of doubt, Borrower's approved budget under the Loan Agreement provides for total project costs of Five Hundred Seventy-Six Million and No/100 Dollars ($576,000,000.00), consisting of land costs of $54,000,000.00, hard construction costs of $432,000,000.00, and soft costs of $90,000,000.00, to be funded by JV equity of $240,000,000.00 and the Loan of $336,000,000.00, and Guarantor's obligation to fund any Completion Shortfall is in addition to such budgeted amounts to the extent that actual costs exceed the approved budget.
Section 2.3 — Standard of Performance. In connection with the performance of its obligations under this Guaranty, Guarantor shall exercise the same standard of care in overseeing, managing, and directing the construction of the Improvements as would be exercised by a reasonably prudent, experienced developer of Class A mixed-use residential and retail projects in the Baltimore metropolitan area. Guarantor acknowledges that its obligations under this Guaranty are independent of, and in addition to, Borrower's obligations under the Loan Agreement and the other Loan Documents, and that Guarantor's obligations hereunder shall not be diminished, discharged, or otherwise affected by any failure of Borrower to perform its obligations under the Loan Agreement. Guarantor further acknowledges that it serves, through Fairwater Manager, as the Managing Member and Operating Partner of Borrower pursuant to the Operating Agreement and as the development manager of the Project pursuant to that certain Development Management Agreement of even date herewith between Borrower and Fairwater Manager (the "Development Management Agreement"), and that Guarantor has the power and authority to direct the activities of Borrower with respect to the construction and development of the Improvements.
Section 2.4 — Cost Overruns. Guarantor hereby guarantees payment of all cost overruns incurred in connection with the construction of the Improvements to the extent that such cost overruns exceed the amounts available under the Loan and committed equity under the Capital Contribution Agreement and the Operating Agreement. Cost overruns guaranteed by Guarantor hereunder shall include, without limitation:
(a) overruns under the GMP Contract with Pinnacle General Contractors, Inc., including amounts in excess of the guaranteed maximum price;
(b) design changes required by governmental authorities, including any conditions imposed by Baltimore City in connection with PUD Ordinance No. 24-0417 or any amendments thereto;
(c) unforeseen site conditions, including but not limited to subsurface conditions, environmental conditions, and conditions relating to the waterfront location of the Property;
(d) increases in the cost of materials or labor, whether due to market conditions, supply chain disruptions, or other causes;
(e) costs arising from change orders, whether initiated by Borrower, required by governmental authorities, or necessitated by field conditions;
(f) costs to discharge, bond off, or insure over mechanics' liens, materialmen's liens, or other construction-related liens; and
(g) all other costs and expenses necessary to achieve Lien-Free Completion.
Lender shall have no obligation to fund any additional loan proceeds beyond the Three Hundred Thirty-Six Million and No/100 Dollar ($336,000,000.00) commitment under the Loan Agreement, and any cost overruns in excess of amounts available under the Loan and committed equity shall be the sole responsibility of Guarantor under this Guaranty.
ARTICLE 3 — NATURE OF GUARANTY
Section 3.1 — Absolute and Unconditional. This Guaranty is absolute, unconditional, and continuing. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment, or termination for any reason whatsoever, including without limitation any claim of waiver, release, surrender, alteration, or compromise. The obligations of Guarantor hereunder shall not be affected, modified, or impaired by any circumstance or condition that might otherwise constitute a legal or equitable discharge of a surety or guarantor, including without limitation:
(a) any modification, amendment, extension, renewal, supplement, or restatement of the Loan Agreement, the promissory note, the deed of trust, or any other Loan Document, whether or not Guarantor has notice of or consents to the same;
(b) any release or discharge of Borrower, any other guarantor, or any other party liable for the payment or performance of any obligation under the Loan Documents;
(c) any release, exchange, subordination, or impairment of any collateral securing the Loan;
(d) any failure, delay, or refusal by Lender to exercise any right, remedy, or power available to it under the Loan Documents or otherwise;
(e) any disability, incapacity, lack of authority, dissolution, merger, consolidation, or change in the organizational structure of Borrower;
(f) the invalidity or unenforceability of any provision of the Loan Agreement or any other Loan Document;
(g) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or similar proceeding with respect to Borrower or its assets; or
(h) any other event, occurrence, or circumstance that might otherwise constitute a defense available to, or a discharge of, Guarantor in respect of the Guaranteed Obligations or this Guaranty.
Section 3.2 — Guaranty of Payment and Performance, Not Collection. This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Lender shall not be required to pursue any remedies against Borrower, any co-guarantor, or any collateral before making demand on Guarantor under this Guaranty. Lender may proceed directly against Guarantor upon any failure to achieve Lien-Free Completion by the Completion Date, any failure to fund Completion Costs or a Completion Shortfall when due, or any other default by Guarantor under this Guaranty, without first commencing any action or proceeding against Borrower, exhausting any remedies against Borrower, or realizing upon any collateral securing the Loan. The obligations of Guarantor under this Guaranty are primary obligations and are not contingent upon the pursuit of any remedies against any other person or entity.
Section 3.3 — Continuing Guaranty. This Guaranty shall remain in full force and effect until the earlier of: (a) the date on which Lien-Free Completion has been achieved and all Guaranteed Obligations have been fully and finally satisfied, as confirmed in writing by Lender; or (b) the date on which the Loan has been indefeasibly paid in full and all amounts due and owing under the Loan Agreement and the other Loan Documents have been satisfied and Lender has released the Loan. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligations that survive the repayment of the Loan, including any indemnification obligations and any obligations to discharge or bond off construction-related liens.
Section 3.4 — Reinstatement. If at any time any payment made by Guarantor under this Guaranty or any amount received by Lender in respect of the Guaranteed Obligations is rescinded, avoided, or must be returned by Lender for any reason whatsoever (including without limitation as a result of any bankruptcy, insolvency, or reorganization proceeding, or any claim of preference, fraudulent transfer, or fraudulent conveyance under any applicable federal or state law), the obligations of Guarantor under this Guaranty shall be reinstated and restored to the same extent as if such payment had not been made or such amount had not been received, and Guarantor shall remain liable for the full amount of the Guaranteed Obligations as though such payment or receipt had never occurred. The provisions of this Section 3.4 shall survive the termination of this Guaranty and shall remain in full force and effect regardless of any contrary action that may have been taken by Lender in reliance upon such rescinded, avoided, or returned payment.
ARTICLE 4 — WAIVERS BY GUARANTOR
Section 4.1 — Comprehensive Waivers. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each of the following:
(a) notice of acceptance of this Guaranty by Lender;
(b) notice of any advances, disbursements, or other transactions under the Loan or the Loan Documents, whether now existing or hereafter arising;
(c) presentment, demand, protest, and notice of dishonor with respect to any obligation of Borrower or Guarantor;
(d) any right to require Lender to proceed against Borrower, any other guarantor, any other person or entity, or any collateral securing the Loan before making demand on Guarantor or enforcing this Guaranty;
(e) any defense arising from the incapacity, lack of authority, death, disability, dissolution, merger, or consolidation of Borrower or any other person or entity;
(f) any defense based on an election of remedies by Lender, including any election to proceed under or enforce any one or more of the Loan Documents to the exclusion of any other Loan Document or remedy available to Lender;
(g) any right of subrogation, contribution, reimbursement, or indemnity against Borrower, any other guarantor, or any other person or entity, and any right to enforce any remedy that Lender now has or may hereafter have against Borrower or any other person or entity, in each case until all Guaranteed Obligations have been fully and finally satisfied and the Loan has been indefeasibly paid in full;
(h) any defense arising from any modification, extension, amendment, renewal, supplement, restatement, or other alteration of the Loan Documents, or any increase or decrease in the principal amount of the Loan, without Guarantor's consent, whether or not Guarantor has notice thereof; and
(i) the benefit of any statute of limitations that might otherwise apply to bar or limit Guarantor's obligations under this Guaranty.
Section 4.2 — Waiver of Suretyship Defenses. Guarantor hereby expressly and unconditionally waives all suretyship defenses available under the laws of the State of Maryland or any other applicable jurisdiction, including without limitation any defense based upon impairment of collateral, any defense based upon the failure of Lender to disclose information to Guarantor, and any defense based upon the failure of Lender to pursue a commercially reasonable course of dealing with Borrower. Without limiting the generality of the foregoing, Lender may, at any time and from time to time, without notice to or consent of Guarantor and without affecting, impairing, or discharging Guarantor's obligations under this Guaranty:
(a) modify, amend, extend, renew, supplement, or restate the Loan Agreement or any other Loan Document in any manner;
(b) extend the maturity date of the Loan or any payment date thereunder;
(c) increase or decrease the interest rate on the Loan (which is currently Term SOFR plus 275 basis points) or modify any other economic terms of the Loan;
(d) release, exchange, subordinate, impair, or fail to perfect any lien on or security interest in any collateral securing the Loan;
(e) release Borrower, any co-guarantor, or any other person or entity from liability under the Loan Documents;
(f) consent to any action or inaction by Borrower, or waive any default or event of default under the Loan Documents; or
(g) take or refrain from taking any other action that might otherwise constitute a defense to or discharge of Guarantor's obligations hereunder.
Section 4.3 — No marshaling. Lender shall have no obligation to marshal any assets in favor of Guarantor or any other person or entity, or to proceed against Guarantor, Borrower, any co-guarantor, or any collateral in any particular order or manner. Guarantor hereby waives any right to require Lender to marshal assets, and Lender may proceed against Guarantor, Borrower, any collateral, and any other person or entity in such order and manner as Lender may determine in its sole discretion.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Lender as follows as of the date of this Guaranty:
Section 5.1 — Organization and Good Standing. Guarantor is a duly organized and validly existing Maryland real estate investment trust in good standing under the laws of the State of Maryland. Guarantor's Maryland State Department of Assessments and Taxation Identification Number is D19847321. Guarantor's registered agent is National Registered Agents of Maryland, Inc., 311 West Saratoga Street, Baltimore, Maryland 21201. Guarantor is duly qualified and authorized to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 5.2 — Authority and Authorization. Guarantor has full trust power and authority to execute and deliver this Guaranty and to perform each and every obligation of Guarantor hereunder. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary action on the part of Guarantor, including all requisite approvals of the Board of Trustees of Guarantor. No other trust action, proceeding, approval, or consent is required in connection with the execution, delivery, or performance of this Guaranty by Guarantor. In connection with the closing of the Loan, Guarantor has delivered to Lender an officer's certificate and closing certificate duly executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, of Guarantor, certifying as to the authorization of the Board of Trustees of Guarantor with respect to the execution, delivery, and performance of this Guaranty and the other Loan Documents to which Guarantor is a party.
Section 5.3 — Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 5.4 — No Conflicts. The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (a) violate, conflict with, or result in a breach of any provision of Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws; (b) violate, conflict with, or result in a breach or default under any material agreement, instrument, or document to which Guarantor is a party or by which Guarantor or any of its properties or assets is bound; (c) violate any applicable law, rule, regulation, order, judgment, decree, or governmental approval applicable to Guarantor; or (d) conflict with or impair Guarantor's obligations as a publicly traded real estate investment trust listed on the New York Stock Exchange under ticker symbol "FWT," including any obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, or the rules and regulations of the New York Stock Exchange.
Section 5.5 — Litigation. There is no action, suit, proceeding, investigation, or inquiry pending or, to Guarantor's knowledge, threatened against or affecting Guarantor before any court, governmental agency, or arbitrator that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Guarantor's financial condition or its ability to perform its obligations under this Guaranty. Guarantor is not in default with respect to any order, writ, injunction, decree, or judgment of any court, governmental agency, or arbitrator that would reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations hereunder.
Section 5.6 — Financial Condition. The most recent audited financial statements of Guarantor for the fiscal year ended December 31, 2024 (reporting total assets of approximately $4.1 billion and total revenues of approximately $612 million), which have been delivered to Lender, were prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and fairly present in all material respects the financial condition, results of operations, and cash flows of Guarantor as of the dates and for the periods covered thereby. Since the date of such financial statements, there has been no material adverse change in the financial condition, business, operations, properties, or prospects of Guarantor. Guarantor's current portfolio consists of thirty-eight (38) mixed-use and multifamily properties located across the Mid-Atlantic region, and such portfolio continues to generate sufficient cash flow to support Guarantor's obligations under this Guaranty.
Section 5.7 — REIT Status. Guarantor has duly elected and currently qualifies as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Guarantor intends to continue to maintain its qualification as a REIT for each taxable year during the term of this Guaranty. The execution, delivery, and performance of Guarantor's obligations under this Guaranty will not cause Guarantor to fail to qualify as a REIT under the Code or to be subject to any tax under Section 857 or Section 4981 of the Code.
Section 5.8 — Solvency. Guarantor is currently solvent and will not be rendered insolvent by the execution, delivery, and performance of this Guaranty or any of the transactions contemplated hereby. As of the date hereof, and after giving effect to the obligations undertaken by Guarantor under this Guaranty: (a) the fair value of Guarantor's assets exceeds the total amount of Guarantor's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities); (b) Guarantor is able to pay its debts as they become due; and (c) Guarantor does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted.
ARTICLE 6 — COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees with Lender as follows:
Section 6.1 — Construction Oversight. Guarantor shall cause Borrower, acting through Fairwater HP Manager, LLC as Managing Member and development manager, to diligently prosecute the construction of the Improvements in accordance with the Approved Plans and Specifications, the GMP Contract with Pinnacle General Contractors, Inc., and all applicable governmental approvals, including PUD Ordinance No. 24-0417. Guarantor shall cause construction of the Improvements to commence on or before March 1, 2026 (or such later date as may be approved by Lender in writing), and shall cause construction to proceed thereafter without material interruption until Lien-Free Completion is achieved. Guarantor shall exercise diligent oversight and supervision of the construction process, including regular monitoring of construction progress, budget adherence, scheduling, quality of workmanship, and compliance with the Approved Plans and Specifications and applicable laws.
Section 6.2 — Financial Reporting. Guarantor shall deliver to Lender the following financial information and reports:
(a) within ninety (90) days after the end of each fiscal year of Guarantor, annual audited financial statements of Guarantor prepared in accordance with GAAP and audited by a nationally recognized independent certified public accounting firm;
(b) within forty-five (45) days after the end of each fiscal quarter of Guarantor (other than the last fiscal quarter of each fiscal year), quarterly unaudited financial statements of Guarantor, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), and certified by the Chief Financial Officer of Guarantor;
(c) within the time periods specified in the Loan Agreement, monthly construction progress reports with respect to the Improvements, including a description of the work completed during the applicable period, a comparison of actual costs to the approved budget, a schedule update, and a summary of any material issues or disputes; and
(d) such other financial information, reports, statements, and data regarding Guarantor and the Project as Lender may reasonably request from time to time.
All financial statements delivered pursuant to this Section 6.2 shall be prepared in accordance with GAAP applied on a consistent basis.
Section 6.3 — Maintenance of Net Worth / Liquidity. Guarantor shall at all times maintain the minimum tangible net worth and minimum liquidity thresholds as specified in the Loan Agreement. Without limiting the foregoing, Guarantor shall provide prompt written notice to Lender of any material adverse change in Guarantor's financial condition, including any reduction in tangible net worth or liquidity that would cause Guarantor to fail to satisfy the financial covenants set forth in the Loan Agreement. The terms "tangible net worth" and "liquidity" shall have the meanings ascribed to such terms in the Loan Agreement.
Section 6.4 — Compliance with Laws. Guarantor shall comply, and shall cause Borrower and Fairwater Manager to comply, with all applicable federal, state, and local laws, rules, regulations, orders, ordinances, and governmental approvals, including without limitation all laws and regulations relating to Guarantor's qualification and continued status as a REIT under the Code. Guarantor shall cause the Improvements to be designed, constructed, and completed in compliance with all governmental approvals, including PUD Ordinance No. 24-0417, the Baltimore City Building Code, the Baltimore City Zoning Code, the Americans with Disabilities Act, and all applicable environmental laws and regulations.
Section 6.5 — Insurance. Guarantor shall cause Borrower to obtain and maintain in full force and effect at all times during the construction of the Improvements all insurance required under the Loan Agreement, including without limitation the following coverages:
(a) Builder's Risk Insurance: All-risk builder's risk insurance covering the Improvements during construction for the full replacement cost thereof, with no coinsurance penalty, issued by Greystone Mutual Insurance Company (or such other insurer with an A.M. Best rating of "A-" or better and a financial size category of "VIII" or greater as may be approved by Lender in writing);
(b) Commercial General Liability Insurance: Commercial general liability insurance with limits of not less than Ten Million and No/100 Dollars ($10,000,000.00) per occurrence and Twenty Million and No/100 Dollars ($20,000,000.00) in the aggregate;
(c) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance with limits of not less than Fifty Million and No/100 Dollars ($50,000,000.00);
(d) Workers' Compensation and Employer's Liability Insurance: Workers' compensation insurance as required by the laws of the State of Maryland and employer's liability insurance with statutory limits; and
(e) such other insurance coverages as may be required under the Loan Agreement.
Lender shall be named as an additional insured and/or loss payee, as applicable, on all insurance policies required under the Loan Agreement, and Guarantor shall cause certificates of insurance and, upon Lender's request, copies of insurance policies to be delivered to Lender.
Section 6.6 — Preservation of Existence. Guarantor shall preserve and maintain its existence and good standing as a Maryland real estate investment trust under the laws of the State of Maryland and shall not merge with or into, consolidate with, or convert into any other entity, or dissolve, wind up, or liquidate, in whole or in part, without the prior written consent of Lender; provided, however, that Guarantor may merge with or into, or consolidate with, another entity without Lender's consent if (i) such surviving or resulting entity expressly assumes in writing all of Guarantor's obligations under this Guaranty in a form reasonably acceptable to Lender, (ii) such surviving or resulting entity has a tangible net worth and liquidity equal to or greater than the tangible net worth and liquidity of Guarantor immediately prior to such transaction, and (iii) no Event of Default under this Guaranty or the Loan Agreement exists at the time of such transaction or would result therefrom.
Section 6.7 — Notice of Default or Lien. Guarantor shall promptly (and in any event within five (5) business days) notify Lender in writing of:
(a) any default or event of default under the Loan Agreement, or any event or condition that with the giving of notice or the passage of time, or both, would constitute a default or event of default under the Loan Agreement;
(b) the filing of any mechanics' lien, materialmen's lien, or other construction-related lien against the Property, together with a description of the lien, the identity of the lien claimant, and the amount claimed;
(c) any material dispute between Borrower and Pinnacle General Contractors, Inc. or any major subcontractor (being a subcontractor whose aggregate contract value exceeds $500,000.00), including any dispute relating to the quality of work, the timeliness of work, or any claimed change order or cost overrun;
(d) any casualty, condemnation, or threat of condemnation affecting the Property or the Improvements;
(e) any environmental condition or contamination affecting the Property or discovered at the Property during construction; and
(f) any other event or condition that has had or would reasonably be expected to have a material adverse effect on the construction of the Improvements, the financial condition of Guarantor, or Guarantor's ability to perform its obligations under this Guaranty.
Section 6.8 — Equity Commitments. Guarantor shall cause Fairwater HP Manager, LLC to fund all required capital contributions under the Capital Contribution Agreement and the Operating Agreement in a timely manner and in accordance with the terms thereof. Without limiting the foregoing, Guarantor shall cause Fairwater Manager to fund the initial capital call in the amount of Eighteen Million and No/100 Dollars ($18,000,000.00) (representing Fairwater's thirty percent (30%) share of the Sixty Million and No/100 Dollar ($60,000,000.00) initial capital call) and all subsequent capital calls on fifteen (15) business days' notice in accordance with and pro rata to the approved joint venture budget. Guarantor's total JV equity commitment (through Fairwater Manager) is Seventy-Two Million and No/100 Dollars ($72,000,000.00), representing thirty percent (30%) of the total JV equity of Two Hundred Forty Million and No/100 Dollars ($240,000,000.00). Guarantor acknowledges that the timely funding of equity contributions by Fairwater Manager is a material condition to Lender's obligation to make advances under the Loan Agreement and that Guarantor's obligation to cause such funding is a material obligation under this Guaranty.
ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES
Section 7.1 — Events of Default under Guaranty. Each of the following shall constitute an event of default under this Guaranty (each, an "Event of Default"):
(a) Failure to Fund Completion Shortfall. The failure of Guarantor to deposit any Completion Shortfall with Lender or Borrower within fifteen (15) business days of Lender's written demand therefor in accordance with Section 2.2 of this Guaranty;
(b) Failure to Achieve Lien-Free Completion. The failure of Lien-Free Completion to be achieved on or before the Completion Date (as such date may be extended pursuant to the terms of the Loan Agreement and any applicable Force Majeure Extensions under this Guaranty);
(c) Breach of Representation or Warranty. Any representation or warranty made by Guarantor in this Guaranty proves to be materially untrue, inaccurate, or misleading as of the date made, and such breach remains uncured for thirty (30) days after Guarantor's receipt of written notice thereof from Lender; provided, however, that this cure period shall not apply to representations and warranties that are incapable of cure;
(d) Breach of Covenant. The failure of Guarantor to perform or observe any covenant, agreement, or obligation under this Guaranty, and such failure remains uncured for thirty (30) days after Guarantor's receipt of written notice thereof from Lender; provided, however, that if such failure is of a nature that it cannot be cured within such thirty (30)-day period but is capable of being cured, and Guarantor has commenced the cure of such failure within such thirty (30)-day period and is diligently and continuously pursuing such cure, then the cure period shall be extended for such additional time as may be reasonably necessary to complete such cure, but in no event to exceed ninety (90) days after the date of Lender's notice;
(e) Bankruptcy or Insolvency. Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency, or similar law, (ii) consent to the entry of an order for relief against it in an involuntary case under any applicable bankruptcy, insolvency, or similar law, (iii) consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for it or for a substantial part of its property, (iv) make a general assignment for the benefit of creditors, or (v) be adjudicated bankrupt or insolvent, or an order for relief shall be entered against Guarantor in an involuntary case under any applicable bankruptcy, insolvency, or similar law and such order shall remain in effect for sixty (60) consecutive days;
(f) Material Adverse Change. A material adverse change in the financial condition, business, operations, or prospects of Guarantor that, in Lender's reasonable judgment, materially impairs Guarantor's ability to perform its obligations under this Guaranty; and
(g) Related Event of Default. The occurrence of any Event of Default under the Loan Agreement that is caused by or results from any act, omission, or failure of Guarantor, Fairwater Manager, or any entity controlled by Guarantor.
Section 7.2 — Remedies. Upon the occurrence of an Event of Default under this Guaranty, Lender may exercise any one or more of the following remedies, in any order and without limitation:
(a) demand immediate performance by Guarantor of all Guaranteed Obligations, including the obligation to fund any Completion Shortfall and to cause Lien-Free Completion;
(b) bring an action for specific performance of Guarantor's obligations under this Guaranty, it being acknowledged by Guarantor that Lender's remedies at law may be inadequate and that Lender shall be entitled to equitable relief, including injunctive relief and specific performance, without the necessity of posting bond or proving actual damages;
(c) bring an action for damages against Guarantor for any and all losses, costs, and expenses sustained by Lender as a result of Guarantor's failure to perform its obligations under this Guaranty, including all costs necessary to achieve Lien-Free Completion;
(d) exercise any and all other rights and remedies available to Lender at law, in equity, or under the Loan Documents.
All remedies of Lender under this Guaranty are cumulative and not exclusive. The exercise of any one remedy shall not preclude the exercise of any other remedy. No failure or delay by Lender in exercising any right or remedy shall operate as a waiver thereof.
Section 7.3 — Lender's Right to Cure. If Guarantor fails to perform any of its obligations under this Guaranty, including the obligation to cause Lien-Free Completion or to fund a Completion Shortfall, Lender may (but shall have no obligation to) take any action that Lender deems necessary or advisable to achieve Lien-Free Completion of the Improvements, including without limitation:
(a) entering upon the Property and assuming management and oversight of the construction of the Improvements;
(b) engaging a replacement general contractor or construction manager to complete the Improvements;
(c) making payments directly to subcontractors, materialmen, and suppliers;
(d) discharging, bonding off, or insuring over any mechanics' liens, materialmen's liens, or other construction-related liens filed against the Property; and
(e) taking any other action reasonably necessary to achieve Lien-Free Completion.
All costs and expenses incurred by Lender in connection with any such action, including reasonable attorneys' fees, consultant fees, contractor fees, and other out-of-pocket expenses, shall be the obligation of Guarantor and shall be payable by Guarantor to Lender on demand, together with interest thereon at the default rate specified in the Loan Agreement from the date incurred until paid in full.
Section 7.4 — Interest on Unpaid Amounts. Any amounts owed by Guarantor under this Guaranty that are not paid when due (whether upon demand, upon the Completion Date, or otherwise) shall bear interest from the date such amounts become due until paid in full at the default rate of interest specified in the Loan Agreement. Such interest shall be computed on the basis of a 360-day year and the actual number of days elapsed and shall be payable on demand.
ARTICLE 8 — SUBORDINATION OF GUARANTOR'S CLAIMS
Section 8.1 — Subordination. Until all Guaranteed Obligations have been fully and finally satisfied and the Loan has been indefeasibly paid in full (including the repayment of all principal, interest, fees, and other amounts due and owing under the Loan Agreement and the other Loan Documents), Guarantor hereby irrevocably and unconditionally subordinates any and all claims, rights, and interests that Guarantor may now or hereafter have against Borrower arising from or relating to any payments made by Guarantor under this Guaranty, whether by way of subrogation, contribution, reimbursement, indemnity, exoneration, or otherwise (collectively, "Guarantor Claims"), to all claims, rights, and interests of Lender against Borrower under the Loan Documents. If any amount shall be paid to Guarantor on account of any Guarantor Claim at any time when any Guaranteed Obligation remains outstanding or the Loan remains unpaid, such amount shall be held in trust by Guarantor for the benefit of Lender and shall forthwith be paid over to Lender to be applied to the Guaranteed Obligations in such order and manner as Lender may determine in its sole discretion.
Section 8.2 — No Subrogation Until Full Payment. Notwithstanding anything to the contrary in this Guaranty, at law, or in equity, Guarantor shall not exercise, and hereby waives, any rights of subrogation, contribution, reimbursement, indemnification, or other similar rights against Borrower, any co-guarantor, or any other person or entity, and shall not seek or be entitled to any repayment, reimbursement, or recovery from Borrower, any co-guarantor, or any other person or entity, on account of any payments made by Guarantor or any performance rendered by Guarantor under this Guaranty, until the Loan has been indefeasibly paid in full and all Guaranteed Obligations have been fully and finally satisfied. If, notwithstanding the foregoing, any amount or property shall be paid or transferred to Guarantor on account of any such subrogation, contribution, reimbursement, or indemnification rights at any time when any Guaranteed Obligation remains outstanding, Guarantor shall hold such amount or property in trust for the benefit of Lender and shall promptly pay over or transfer such amount or property to Lender for application to the Guaranteed Obligations.
ARTICLE 9 — MISCELLANEOUS
Section 9.1 — Governing Law. This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, without giving effect to any choice of law or conflict of law provisions thereof that would cause the application of the laws of any other jurisdiction. To the extent that any provision of this Guaranty is governed by or subject to the provisions of any federal law, such federal law shall apply.
Section 9.2 — Jurisdiction and Venue. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the District of Maryland and the Circuit Court for Baltimore City, Maryland, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty or the transactions contemplated hereby. Guarantor hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any of such courts and hereby irrevocably and unconditionally waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Section 9.3 — Waiver of Jury Trial. GUARANTOR AND LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEEDING. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.3.
Section 9.4 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Guaranty shall be in writing and shall be deemed to have been duly given and received (a) upon delivery if delivered personally, (b) on the first business day following the date of dispatch if sent by a nationally recognized overnight courier service (with confirmation of delivery), (c) on the fifth business day following the date of mailing if sent by certified or registered mail, return receipt requested, postage prepaid, or (d) upon transmission if sent by electronic mail (with confirmation of receipt and followed by delivery of an original by one of the methods described in clauses (a) through (c) above), in each case to the parties at the following addresses (or at such other address as any party may hereafter designate by written notice to the other parties):
If to Guarantor:
Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Attention: Theresa M. Calloway, General Counsel
Email: tcalloway@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Douglas Fairchild, Esq.
Email: dfairchild@calderwoodharkness.com
If to Lender:
Meridian National Bank, N.A. 200 South Charles Street Baltimore, Maryland 21201
Attention: Kevin P. Driscoll, Senior Vice President, Real Estate Finance
Email: kdriscoll@meridianbank.com
Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless in writing and signed by both Lender and Guarantor. No waiver of any default or Event of Default under this Guaranty shall constitute a waiver of any other or subsequent default or Event of Default. No delay or failure on the part of Lender in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 9.6 — Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Lender may, without notice to or consent of Guarantor, assign, transfer, or grant participations in its rights under this Guaranty to any person or entity that is an assignee or participant of any portion of the Loan, and upon any such assignment, the assignee shall have all rights and remedies of Lender under this Guaranty to the extent of such assignment. Guarantor may not assign, delegate, or transfer its obligations under this Guaranty, in whole or in part, without the prior written consent of Lender, and any attempted assignment, delegation, or transfer without such consent shall be null and void.
Section 9.7 — Entire Agreement. This Guaranty, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement among the parties with respect to the Guaranteed Obligations and the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, with respect to such subject matter. No representation, warranty, promise, inducement, or statement of intention has been made by any party that is not embodied in this Guaranty or the other Loan Documents.
Section 9.8 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of such invalid, illegal, or unenforceable provision, there shall be added automatically as part of this Guaranty a provision as similar in terms and economic effect to such invalid, illegal, or unenforceable provision as may be valid, legal, and enforceable.
Section 9.9 — Headings. The article and section headings contained in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of

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