1036-00005 · Client 1036 · Financing

recourse-carve-out-guaranty-fairwater.docx DOCUMENT Real Estate

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RECOURSE CARVE-OUT GUARANTY

(the "Guaranty")

Dated as of February 15, 2026

CONFIDENTIAL TREATMENT REQUESTED

GUARANTOR:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Guarantor"), with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, MD 21202; Employer Identification Number: 52-2198437; Maryland State Department of Assessments and Taxation Identification Number: D19847321; New York Stock Exchange Ticker Symbol: FWT.

LENDER:

Meridian National Bank, N.A., a national banking association organized and existing under the laws of the United States ("Lender"), with its principal office at 200 South Charles Street, Baltimore, MD 21201, acting in its capacity as lead arranger and administrative agent under the Loan Agreement (as defined below).

BORROWER:

Harbor Point Development JV, LLC, a Delaware limited liability company ("Borrower"), with its registered agent Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801; Employer Identification Number: 84-6213950.

RECITALS

WHEREAS:

A. Borrower is Harbor Point Development JV, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, formed for the primary purpose of acquiring, developing, constructing, financing, leasing, operating, and ultimately disposing of the real property commonly known as 1500–1580 Wills Street, Baltimore, Maryland 21231, designated as Block 7419, Lots 1 through 6, on the tax map of Baltimore City, consisting of approximately 8.2 acres of land situated in the Harbor Point district of Baltimore, Maryland, together with all improvements now or hereafter erected thereon, all easements, rights-of-way, privileges, and appurtenances thereunto belonging, and all fixtures, equipment, and personal property located thereon or used in connection therewith (the "Property");

B. The Property is the site of a mixed-use development project known as "Harbor Point Towers," consisting of two (2) twenty-eight (28)-story residential towers comprising a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, together with structured parking, common areas, amenity spaces, and all related site improvements and infrastructure (the "Project"), with a total estimated project cost of Five Hundred Seventy-Six Million and 00/100 Dollars ($576,000,000.00);

C. Borrower's members consist of (i) Fairwater HP Manager, LLC, a Maryland limited liability company and a wholly owned subsidiary of Guarantor, holding a thirty percent (30%) membership interest in Borrower and serving as the Managing Member of Borrower, and (ii) Prescott HP Investor, LLC, a Delaware limited liability company and a wholly owned subsidiary of Prescott Capital Partners, LP, a Delaware limited partnership, holding a seventy percent (70%) membership interest in Borrower and serving as the Non-Managing Member of Borrower, all as more particularly described in the Amended and Restated Operating Agreement of Borrower dated as of January 12, 2026 (the "Operating Agreement");

D. Lender has agreed to make a construction loan to Borrower in the original principal amount of Three Hundred Thirty-Six Million and 00/100 Dollars ($336,000,000.00) (the "Loan") pursuant to that certain Construction Loan Agreement dated as of the date hereof by and between Borrower and Lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), which Loan bears interest at a rate per annum equal to the Term Secured Overnight Financing Rate ("Term SOFR") plus two hundred seventy-five (275) basis points, has an initial term of thirty-six (36) months from the date hereof, and includes two (2) six (6)-month extension options exercisable by Borrower upon satisfaction of the conditions set forth in the Loan Agreement;

E. The Loan is non-recourse to Borrower, subject to certain recourse carve-out obligations as set forth in the Loan Agreement, and is secured by, among other things, a first-priority deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Property, together with assignments, pledges, and security interests in certain personal property, accounts, contract rights, permits, licenses, approvals, plans, and other collateral, all as more particularly described in the Loan Documents (as defined herein);

F. As a material condition and inducement to Lender's agreement to make the Loan to Borrower, Lender has required that Guarantor execute and deliver this Guaranty to Lender, contemporaneously with the execution and delivery by Guarantor of (i) that certain Completion Guaranty of even date herewith by Guarantor in favor of Lender (the "Completion Guaranty"), and (ii) that certain Environmental Indemnity Agreement of even date herewith among Borrower, Guarantor, and Lender (the "Environmental Indemnity"), each of which is being delivered concurrently herewith as a further condition to the closing of the Loan; and

G. Guarantor has a direct and material economic interest in Borrower by reason of its indirect ownership, through Fairwater HP Manager, LLC, of a thirty percent (30%) membership interest in Borrower, and Guarantor will derive substantial direct and indirect economic benefit from the making of the Loan, including, without limitation, by reason of (i) Guarantor's equity commitment to the joint venture in the amount of Seventy-Two Million and 00/100 Dollars ($72,000,000.00), contributed through Fairwater HP Manager, LLC, (ii) the development management fee, property management fee, and disposition fee payable to Guarantor or its affiliates under the terms of the Operating Agreement and the applicable management and development agreements, and (iii) the enhancement of Guarantor's development pipeline, asset base, and overall enterprise value resulting from the successful development, construction, and operation of the Project.

NOW, THEREFORE, in consideration of Lender's agreement to make 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 I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used but not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Loan Agreement. As used in this Guaranty, the following terms shall have the meanings set forth below:

(a) "Borrower" means Harbor Point Development JV, LLC, a Delaware limited liability company, and its successors and permitted assigns.

(b) "Completion Guaranty" means the Completion Guaranty of even date herewith executed by Guarantor in favor of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(c) "Environmental Indemnity" means the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(d) "Guaranteed Obligations" has the meaning set forth in Article II of this Guaranty.

(e) "Guarantor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and its successors and permitted assigns.

(f) "Guarantor Parties" means, collectively, Guarantor, Borrower, Fairwater HP Manager, LLC, a Maryland limited liability company, and any officer, director, trustee, member, manager, employee, or authorized agent of any of the foregoing, in each case acting in such capacity on behalf of, at the direction of, or in concert with Guarantor.

(g) "Lender" means Meridian National Bank, N.A., a national banking association organized and existing under the laws of the United States, acting in its capacity as lead arranger and administrative agent, and its successors and assigns.

(h) "Loan" means the construction loan in the original principal amount of Three Hundred Thirty-Six Million and 00/100 Dollars ($336,000,000.00) made by Lender to Borrower pursuant to the Loan Agreement.

(i) "Loan Agreement" means the Construction Loan Agreement dated as of February 15, 2026, by and between Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(j) "Loan Documents" means, collectively, the Loan Agreement, the promissory note evidencing the Loan, the deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Property, the assignment of leases and rents (to the extent executed as a separate instrument), the Environmental Indemnity, the Completion Guaranty, this Guaranty, and all other documents, instruments, agreements, and certificates executed and delivered by Borrower, Guarantor, or any other party in connection with the Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time. A comprehensive list of the Loan Documents is set forth on Exhibit B attached hereto.

(k) "Losses" means any and all losses, damages, costs, expenses, liabilities, claims, actions, proceedings, judgments, fines, penalties, interest, and reasonable attorneys' fees and disbursements (including, without limitation, fees and disbursements of counsel retained by Lender in connection with any enforcement action, workout, restructuring, bankruptcy proceeding, or other matter arising out of or relating to this Guaranty or the Guaranteed Obligations).

(l) "Operating Agreement" means the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the requirements of the Loan Documents.

(m) "Property" means the approximately 8.2-acre development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231, designated as Block 7419, Lots 1 through 6, on the tax map of Baltimore City, Maryland, as more particularly described in the legal description set forth on Exhibit A attached hereto and incorporated herein by reference, together with all improvements now or hereafter erected thereon, all easements, rights-of-way, and appurtenances thereunto belonging, and all fixtures, equipment, and personal property located thereon or used in connection therewith.

(n) "Project" means Harbor Point Towers, the mixed-use development project to be constructed on the Property, consisting of two (2) twenty-eight (28)-story residential towers comprising a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, together with structured parking, common areas, amenity spaces, and all related site improvements and infrastructure, as more particularly described in the Loan Agreement and the plans and specifications approved by Lender.

Section 1.2. Rules of Construction. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) words of any gender include each other gender, (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (d) the words "herein," "hereof," "hereby," "hereunder," and similar terms refer to this Guaranty as a whole and not to any particular provision, (e) references to Articles, Sections, and Exhibits are to Articles, Sections, and Exhibits of this Guaranty unless otherwise specified, and (f) references to any document or agreement shall be deemed to include all amendments, restatements, supplements, extensions, and modifications thereto.

ARTICLE II

GUARANTY; SCOPE OF GUARANTEED OBLIGATIONS

Section 2.1. Non-Recourse Carve-Out Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt payment and performance of all Guaranteed Obligations (as defined herein), as and when the same shall become due, whether by acceleration, declaration, demand, or otherwise. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Guarantor acknowledges and agrees that Lender shall not be required to pursue any rights or remedies against Borrower, any other guarantor, or any collateral securing the Loan as a condition to demanding payment or performance from Guarantor under this Guaranty. The term "Guaranteed Obligations" shall mean and include, collectively, all obligations, liabilities, and indebtedness of Guarantor arising under this Guaranty, including all amounts for which Guarantor is liable pursuant to Section 2.2 (Full Recourse Events) and Section 2.3 (Loss Recourse Events) hereof, together with all interest thereon and all costs, expenses, and attorneys' fees incurred by Lender in the enforcement of this Guaranty.

Section 2.2. Full Recourse Events (Springing Full Recourse). Notwithstanding the non-recourse nature of the Loan, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, late charges, prepayment premiums (if any), fees, costs, expenses, and all other amounts owing under or in connection with the Loan Documents, shall immediately and automatically become fully recourse to Guarantor, and Guarantor shall be personally liable for the payment and performance of all such amounts and obligations as if the Loan were fully recourse, upon the occurrence of any one or more of the following events:

(a) Voluntary Bankruptcy. Any Guarantor Party voluntarily files, or consents to the filing of, a petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") or any similar federal, state, or foreign bankruptcy, insolvency, reorganization, receivership, or debtor-relief statute with respect to Borrower or any special-purpose entity component of Borrower (including, without limitation, Fairwater HP Manager, LLC), or Borrower voluntarily files, or any Guarantor Party causes or directs Borrower to file, any such petition; or any Guarantor Party voluntarily institutes, or consents to the institution of, any proceeding for the dissolution, winding up, or liquidation of Borrower.

(b) Collusive Involuntary Bankruptcy. Any Guarantor Party colludes with, solicits, encourages, aids, abets, conspires with, or otherwise causes or procures any other person or entity to file an involuntary petition under the Bankruptcy Code or any similar statute against Borrower, or any Guarantor Party joins in, supports, or fails to timely oppose any such involuntary petition. For purposes of this subsection, the failure by any Guarantor Party to take commercially reasonable steps to cause Borrower to contest and seek dismissal of an involuntary petition within thirty (30) days of the filing thereof shall create a rebuttable presumption of collusion.

(c) Violation of SPE Covenants. Borrower's failure to maintain its status as a "single-purpose entity" in accordance with the organizational and operational covenants set forth in Section [__] of the Loan Agreement and the corresponding provisions of the Operating Agreement, including, without limitation, any failure to (i) maintain separate books, records, accounts, and financial statements, (ii) hold itself out as a separate and distinct entity, (iii) refrain from commingling assets with those of Guarantor or any affiliate, (iv) maintain adequate capital for its operations, (v) observe all limited liability company formalities required by the Delaware Limited Liability Company Act, (vi) maintain at least one (1) independent manager or director who satisfies the independence requirements set forth in the Loan Agreement, (vii) refrain from guaranteeing or otherwise becoming liable for the debts or obligations of any other person or entity, or (viii) otherwise maintain separateness from Guarantor and its affiliates in accordance with the requirements of the Loan Documents. For the avoidance of doubt, a violation of the SPE covenants shall constitute a Full Recourse Event regardless of whether such violation is material or immaterial, inadvertent or willful, or causes or does not cause actual harm to Lender.

(d) Prohibited Transfer. Any sale, conveyance, transfer, assignment, pledge, encumbrance, or other disposition (whether voluntary, involuntary, by operation of law, or otherwise) of (i) the Property or any portion thereof or interest therein, or (ii) any direct or indirect ownership interest in Borrower (including any membership interest, economic interest, or voting interest in Borrower, Fairwater HP Manager, LLC, or any other entity in the ownership chain of Borrower), in each case in violation of the due-on-sale and due-on-transfer provisions set forth in the Loan Agreement, without Lender's prior written consent. Notwithstanding the foregoing, transfers expressly permitted under the Loan Agreement shall not constitute Prohibited Transfers.

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

(a) Fraud or Intentional Misrepresentation. Any actual fraud, material misrepresentation, or intentional material omission by any Guarantor Party in connection with the application for, origination, closing, or administration of the Loan, or in any financial statement, report, certificate, schedule, rent roll, budget, draw request, or other document or information delivered to Lender in connection with the Loan or the Project. For purposes of this subsection, a misrepresentation or omission shall be deemed "material" if knowledge thereof would have influenced a reasonable lender in the decision to make the Loan or to approve any particular advance, draw, or disbursement.

(b) Misapplication of Funds. Any misapplication, misappropriation, diversion, or conversion of (i) rents, revenues, income, profits, or other proceeds generated from the Property or the Project, (ii) insurance proceeds (including, without limitation, builder's risk insurance proceeds payable under the policy issued by Greystone Mutual Insurance Company or any replacement or successor thereof), (iii) condemnation awards, eminent domain proceeds, or payments in lieu thereof, or (iv) Loan proceeds (including, without limitation, funds held in the interest reserve account, the tenant improvement reserve account, the operating expense reserve account, or any other reserve account established pursuant to the Loan Agreement), in each case that were required under the terms of the Loan Documents to be applied to the payment of costs and expenses of the Property, the Project, or the Loan, including debt service, construction costs, taxes, insurance, operating expenses, or other obligations, and that were instead applied or diverted for any purpose other than as required by the Loan Documents.

(c) Waste. The commission of physical or economic waste with respect to the Property or the Project, including, without limitation, the intentional destruction, material damage, material impairment, or material diminution of the value, condition, or utility of the Property, the improvements, or any collateral securing the Loan, whether by act or omission of any Guarantor Party; provided, however, that ordinary wear and tear and damage caused by casualty or condemnation (to the extent Borrower complies with its obligations under the Loan Documents with respect thereto) shall not constitute waste for purposes of this subsection.

(d) Misapplication of Security Deposits or Tenant Funds. Any failure to hold, maintain, apply, or return security deposits, tenant improvement allowances, or other tenant funds in accordance with (i) the applicable lease terms, (ii) the requirements of the Loan Documents, and (iii) applicable law (including, without limitation, the provisions of the Maryland Real Property Article governing security deposits), or any commingling of such funds with the general funds of Borrower, Guarantor, or any affiliate in violation of applicable law or the Loan Documents.

(e) Failure to Pay Taxes and Insurance. Any failure to pay, when due, real property taxes, special assessments, water and sewer charges, ground rent (if applicable), or insurance premiums relating to the Property or the Project, to the extent that (i) funds are available to Borrower from operating revenues, reserve accounts (including, without limitation, the interest reserve account in the amount of Twenty-Nine Million Four Hundred Thousand and 00/100 Dollars ($29,400,000.00)), or other sources, or (ii) Borrower is required to make such payments pursuant to the terms of the Loan Documents, and such failure results in the imposition of a lien, penalty, fine, interest charge, or lapse of insurance coverage with respect to the Property.

(f) Environmental Liability. Any and all Losses arising from the presence, release, threatened release, or migration of hazardous materials, toxic substances, pollutants, contaminants, petroleum products, asbestos, lead-based paint, mold, or other environmentally regulated substances on, at, under, in, from, or migrating to or from the Property, to the extent such Losses are not fully covered by and recoverable under the Environmental Indemnity Agreement. Guarantor acknowledges that a Phase I Environmental Site Assessment was completed on November 25, 2025, by Bayline Environmental Consultants, LLC (the "Phase I ESA"), and Guarantor represents that it has reviewed such Phase I ESA and any Phase II follow-up findings and is aware of the environmental conditions disclosed therein. Guarantor's liability under this subsection shall be in addition to, and not in limitation of, Guarantor's obligations under the Environmental Indemnity Agreement.

(g) Violation of ERISA. Any and all Losses arising from a violation by any Guarantor Party of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the regulations promulgated thereunder, in connection with the Loan, the Property, or the Project, including, without limitation, any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended.

(h) Failure to Maintain Insurance. Any failure by Borrower or any Guarantor Party to obtain and maintain insurance in the amounts, types, and with the carriers required by the Loan Documents, including, without limitation, (i) builder's risk insurance at full replacement cost (currently provided by Greystone Mutual Insurance Company), (ii) commercial general liability insurance with limits of not less than Ten Million and 00/100 Dollars ($10,000,000.00) per occurrence and Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate, (iii) umbrella or excess liability insurance with limits of not less than Fifty Million and 00/100 Dollars ($50,000,000.00), (iv) workers' compensation insurance as required by applicable law, (v) pollution legal liability insurance, and (vi) such other insurance as required by the Loan Agreement, in each case naming Lender as an additional insured or loss payee, as applicable.

(i) Unpermitted Encumbrances. The granting or permitting of any lien, mortgage, deed of trust, encumbrance, security interest, or other charge on or against the Property, the improvements, or any personal property constituting collateral for the Loan, without Lender's prior written consent, other than (i) the lien of the deed of trust securing the Loan, (ii) the permitted exceptions identified in the title insurance commitment dated December 9, 2025, issued by Tidewater Insurance Group, Inc. (the "Title Company"), and (iii) mechanic's liens that are contested in good faith and bonded in accordance with the requirements of the Loan Agreement within the time periods specified therein.

(j) Removal or Disposal of Collateral. The removal, disposal, sale, transfer, or material alteration of any personal property, fixtures, furniture, furnishings, equipment, building materials, supplies, or other tangible or intangible property constituting collateral for the Loan, other than (i) in the ordinary course of construction as approved in the construction budget attached to the Loan Agreement, (ii) replacements of worn or obsolete items with items of equal or greater value and utility, or (iii) as otherwise expressly permitted under the Loan Documents.

(k) Material Breach of Representations. Any material breach of the representations, warranties, or covenants of Borrower or Guarantor contained in the Loan Documents (including, without limitation, representations and warranties relating to the ownership structure of Borrower, the financial condition of Borrower or Guarantor, compliance with applicable law, the absence of undisclosed liabilities, and the accuracy of financial statements and construction reports), that is not cured within any applicable notice and cure period expressly provided in the Loan Documents.

(l) Interference with Lender's Rights. Any action taken or failure to act by any Guarantor Party that materially impairs (i) Lender's security interest in the Property or any other collateral securing the Loan, (ii) the priority of Lender's lien on the Property, or (iii) Lender's rights or remedies under the Loan Documents, including, without limitation, any interference with, delay of, or obstruction of any foreclosure sale, power-of-sale proceeding, receivership, or other enforcement action commenced by Lender in connection with the Loan, or any failure to cooperate with or any opposition to any such action.

ARTICLE III

NATURE OF GUARANTY

Section 3.1. Unconditional Guaranty. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall not be subject to any reduction, limitation, impairment, or termination for any reason whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration, or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any Loan Document, the illegality of the Loan, or by any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of or defense to a guarantor. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall not be discharged or impaired or otherwise affected by any disability or other defense of Borrower, the cessation from any cause whatsoever of the liability of Borrower, or the release or discharge of Borrower from any of its obligations under the Loan Documents in any bankruptcy, insolvency, receivership, or other similar proceeding.

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

Section 3.3. Primary Obligation. Lender may proceed directly and immediately against Guarantor to enforce this Guaranty without first pursuing or exhausting any right or remedy that Lender may have against Borrower, any other guarantor or indemnitor, or any collateral or security for the Loan. Lender shall not be required to (a) file any claim against Borrower or participate in any proceeding involving Borrower, (b) commence any foreclosure action or exercise any power of sale with respect to the Property, (c) exercise any right or remedy against any other person or entity, or (d) resort to any other security, collateral, or other means of obtaining payment, in each case as a condition precedent to, or in connection with, the enforcement of this Guaranty against Guarantor.

Section 3.4. Independent Obligation. The obligations of Guarantor under this Guaranty are independent of the obligations of Borrower under the Loan Documents. A separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty regardless of whether any action is brought against Borrower or whether Borrower is joined in any such action against Guarantor. Guarantor's liability hereunder shall not be contingent upon the exercise or enforcement by Lender of any remedy it may have against Borrower or the existence of any remedy against Borrower.

Section 3.5. Guaranty Not Affected by Certain Events. The liability of Guarantor under this Guaranty shall not be affected, reduced, released, diminished, impaired, or otherwise modified by any of the following, whether or not Guarantor has notice thereof or consents thereto:

(a) Any extension, renewal, modification, amendment, restatement, supplement, acceleration, increase, decrease, or forbearance of the Loan or any of the Loan Documents, including, without limitation, any extension of the thirty-six (36)-month initial term and/or any exercise or non-exercise of the two (2) six (6)-month extension options, any increase or reduction in the interest rate (including any modification of the Term SOFR benchmark or the applicable spread), any change in the amortization schedule, maturity date, or repayment terms, or any modification of any covenant, condition, or provision of any Loan Document.

(b) Any release, substitution, exchange, impairment, or subordination of any collateral or security for the Loan, or any release, substitution, or discharge of any other guarantor, surety, or obligor with respect to the Loan or any Loan Document.

(c) Any change in the organizational structure, ownership, or management of Borrower, including, without limitation, the admission or withdrawal of any member, the change in the percentage interests of Fairwater HP Manager, LLC or Prescott HP Investor, LLC, the removal, resignation, or replacement of the Managing Member, or the conversion, reorganization, or restructuring of Borrower into a different form of entity.

(d) The institution of any bankruptcy, insolvency, reorganization, arrangement, receivership, liquidation, dissolution, or similar proceeding by or against Borrower, Guarantor, or any other person or entity, or any rejection, disaffirmance, or modification of the Loan or any Loan Document in any such proceeding.

(e) Any invalidity, irregularity, unenforceability, or lack of due authorization of any Loan Document, the Loan, or any obligation of Borrower thereunder, or any defect in the execution or delivery of any Loan Document.

(f) Lender's failure or delay in perfecting, maintaining, or enforcing the perfection or priority of any security interest, lien, or encumbrance on any collateral securing the Loan.

(g) Any failure by Lender to make any advance or disbursement under the Loan, any failure to comply with any obligation or duty of Lender under the Loan Documents, or any act or omission of Lender of any kind whatsoever.

(h) Any other event, occurrence, condition, or circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge or release of, a guarantor or surety under applicable law.

ARTICLE IV

WAIVERS BY GUARANTOR

Section 4.1. Waiver of Defenses. Guarantor hereby knowingly, voluntarily, and unconditionally waives, to the fullest extent permitted by applicable law:

(a) All suretyship defenses and all defenses available to sureties and guarantors under applicable law, including, without limitation, all defenses available under the laws of the State of Maryland, the State of Delaware, and any other applicable jurisdiction.

(b) Presentment, demand for payment, demand for performance, protest, notice of protest, notice of nonpayment, notice of nonperformance, notice of dishonor, and notice of acceptance of this Guaranty.

(c) Notice of any default or event of default by Borrower under any Loan Document, and notice of any failure by Borrower to perform or comply with any term, covenant, condition, or provision of any Loan Document.

(d) Notice of any advance, disbursement, draw, or other action taken by Lender under the Loan or the Loan Documents, including any notice of the amount outstanding under the Loan from time to time.

(e) Any right to require Lender to proceed first against Borrower, any collateral, any other guarantor, or any other person or entity before proceeding against Guarantor under this Guaranty, and any right to the marshaling of assets or the application of security or proceeds in any particular order or manner, whether arising under common law, equity, or statute.

(f) Any statute of limitations defense available to Borrower that might otherwise be asserted by Guarantor as a defense to Guarantor's obligations hereunder.

(g) All rights, benefits, and protections under the Maryland Real Property Article (including, without limitation, any anti-deficiency protections) and any other anti-deficiency, one-action, or similar statute or rule of law that might limit Lender's ability to recover from Guarantor hereunder, to the fullest extent such waiver is permitted by applicable law.

(h) Any defense based upon an election of remedies by Lender, including an election to foreclose non-judicially or judicially against the Property, which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement.

(i) Any defense arising by reason of any lack of authority or any other defense of Borrower or any other person, or by reason of the cessation from any cause whatsoever of the liability of Borrower.

Section 4.2. Waiver of Subrogation. Guarantor hereby unconditionally and irrevocably waives, until the full and indefeasible payment and satisfaction of all obligations of Borrower under the Loan Documents and all Guaranteed Obligations hereunder, any and all rights of subrogation, reimbursement, exoneration, indemnification, contribution, or any other claim or right of recourse that Guarantor may now or hereafter have against Borrower, any other guarantor or obligor, or any collateral or security for the Loan by reason of this Guaranty or any payment made or performance rendered hereunder. Guarantor agrees that, until the Loan is indefeasibly paid and satisfied in full, Guarantor shall not assert, enforce, or otherwise exercise any claim of subrogation, reimbursement, or contribution against Borrower in any bankruptcy case, insolvency proceeding, receivership, or other proceeding of or involving Borrower, and Guarantor shall not file or assert any proof of claim or other document in any such proceeding based upon any such right or claim. If, notwithstanding the foregoing waiver, any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, or contribution claim at any time when all Guaranteed Obligations have not been indefeasibly paid and satisfied in full, such amount shall be held in trust for the benefit of Lender and shall immediately be paid to Lender to be credited against the Guaranteed Obligations, whether or not then due.

Section 4.3. Waiver of Notices. Guarantor hereby waives any requirement that Lender give any notice of any kind, including, without limitation, (a) notice of Lender's acceptance of this Guaranty, (b) notice of any adverse change in the financial condition of Borrower, Guarantor, or any other person or entity, (c) notice of the existence, creation, or incurrence of any new or additional obligations of Borrower under the Loan Documents, (d) notice of any action taken or omitted by Lender under the Loan Documents, and (e) notice of any other fact, event, or circumstance that might materially increase the risk to Guarantor under this Guaranty. Guarantor acknowledges that it has adequate means of obtaining information concerning the financial condition and affairs of Borrower and the Project and shall be deemed to have knowledge of such information at all times.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby makes the following representations and warranties to Lender as of the date hereof and as of each date upon which Lender makes an advance under the Loan:

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

Section 5.2. Authority and Due Execution. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each other Loan Document to which it is a party. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary action on the part of Guarantor, including, without limitation, the approval of Guarantor's Board of Trustees pursuant to resolutions duly adopted at a meeting held on January 10, 2026, as referenced in the Closing Certificate executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, dated January 12, 2026, copies of which have been delivered to Lender. This Guaranty has been duly executed and delivered by a duly authorized officer of Guarantor.

Section 5.3. No Conflict. The execution, delivery, and performance by Guarantor of this Guaranty and the other Loan Documents to which it is a party do not and will not (a) violate or conflict with Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (b) violate or conflict with any agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Guarantor is a party or by which Guarantor or any of its properties is bound, (c) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, writ, injunction, or decree of any governmental authority, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any of Guarantor's properties other than as contemplated by the Loan Documents. The execution and performance of this Guaranty do not conflict with or adversely affect Guarantor's status as a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT" or Guarantor's compliance with any listing requirements or rules of the New York Stock Exchange or the Securities and Exchange Commission.

Section 5.4. Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 5.5. Financial Condition. The most recent consolidated financial statements of Guarantor delivered to Lender (including, without limitation, the audited financial statements for the fiscal year ended December 31, 2024, and the unaudited interim financial statements for the quarter ended September 30, 2025) are true, complete, and correct in all material respects as of the dates indicated therein and fairly present the financial position, results of operations, and cash flows of Guarantor as of such dates and for the periods then ended, in accordance with generally accepted accounting principles applied on a consistent basis. As of December 31, 2024, Guarantor's consolidated total assets were approximately Four Billion One Hundred Million Dollars ($4,100,000,000) and Guarantor's consolidated total revenue for the fiscal year ended December 31, 2024, was approximately Six Hundred Twelve Million Dollars ($612,000,000). No material adverse change has occurred in the financial condition, business, properties, operations, or prospects of Guarantor since the date of the most recently delivered financial statements.

Section 5.6. Litigation. There is no pending or, to the actual knowledge of Guarantor (after due inquiry), threatened litigation, action, proceeding, arbitration, or governmental investigation before or by any court, administrative agency, or other governmental authority against or affecting Guarantor that, individually or in the aggregate, could reasonably be expected to (a) result in a material adverse change in the financial condition, business, properties, operations, or prospects of Guarantor, or (b) materially and adversely affect Guarantor's ability to perform its obligations under this Guaranty or any other Loan Document to which it is a party.

Section 5.7. No Bankruptcy. No petition in bankruptcy, insolvency, reorganization, or receivership has been filed by or, to the actual knowledge of Guarantor, against Guarantor, and no order for relief has been entered with respect to Guarantor under the Bankruptcy Code or any similar statute. Guarantor is solvent, is paying its debts as they become due, has assets the fair value of which exceeds its total liabilities (including contingent liabilities), and does not contemplate filing any such petition. Guarantor has not made an assignment for the benefit of creditors, and no receiver, trustee, custodian, or similar officer has been appointed for Guarantor or any of its assets.

Section 5.8. REIT Status. Guarantor has duly elected to be treated as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and Guarantor has satisfied all requirements necessary to qualify as a real estate investment trust under the Code for each taxable year since its initial election. Guarantor maintains compliance with all applicable REIT qualification requirements, including, without limitation, the income tests, asset tests, distribution requirements, and ownership requirements set forth in the Code and the Treasury Regulations promulgated thereunder. Guarantor is not aware of any fact, event, or circumstance that could reasonably be expected to cause Guarantor to fail to qualify as a real estate investment trust.

Section 5.9. Benefit. Guarantor acknowledges and represents that (a) Guarantor derives substantial direct and indirect economic benefit from the Loan by reason of its indirect ownership, through Fairwater HP Manager, LLC, of a thirty percent (30%) membership interest in Borrower, (b) Guarantor has an equity commitment to the joint venture in the amount of Seventy-Two Million and 00/100 Dollars ($72,000,000.00), to be contributed through Fairwater HP Manager, LLC, (c) Guarantor or its affiliates will receive a development management fee equal to three and one-half percent (3.5%) of Four Hundred Thirty-Two Million and 00/100 Dollars ($432,000,000.00) in hard costs (approximately Fifteen Million One Hundred Twenty Thousand and 00/100 Dollars ($15,120,000.00)), a property management fee equal to three percent (3.0%) of Effective Gross Revenue, and a disposition fee equal to one percent (1.0%) of the gross sale price of the Project, each as set forth in the Operating Agreement and the applicable management and development agreements, and (d) the making of the Loan will enhance Guarantor's development pipeline, asset base, and overall enterprise value. Guarantor further acknowledges that Lender would not have agreed to make the Loan but for the execution and delivery of this Guaranty by Guarantor.

ARTICLE VI

COVENANTS OF GUARANTOR

Guarantor hereby covenants and agrees with Lender as follows:

Section 6.1. Financial Reporting. Guarantor shall deliver to Lender each of the following:

(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, a complete copy of Guarantor's consolidated audited financial statements for such fiscal year, including a balance sheet, income statement, statement of cash flows, and statement of changes in equity, prepared in accordance with generally accepted accounting principles consistently applied, audited by a nationally recognized independent certified public accounting firm acceptable to Lender, accompanied by an unqualified opinion (or an opinion qualified only as to "going concern" matters to the extent such qualification does not otherwise constitute a Material Adverse Effect).

(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Guarantor, a complete copy of Guarantor's consolidated unaudited financial statements for such quarter and for the fiscal year to date, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments), certified by Guarantor's Chief Financial Officer as fairly presenting, in all material respects, the financial condition and results of operations of Guarantor as of the dates and for the periods indicated therein.

(c) Annual SEC Filings. Promptly following the filing thereof with the Securities and Exchange Commission, copies of Guarantor's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, together with any Current Reports on Form 8-K that relate to matters that could reasonably be expected to have a material adverse effect on Guarantor's financial condition or its ability to perform under this Guaranty.

(d) Other Financial Information. Such other financial information, reports, certificates, and documents relating to Guarantor's financial condition, business, operations, and properties as Lender may from time to time reasonably request.

Section 6.2. Net Worth and Liquidity Covenants. Guarantor shall maintain at all times during the term of the Loan (including any extension thereof):

(a) Minimum Net Worth. A minimum consolidated net worth (as determined in accordance with generally accepted accounting principles) of not less than the amount set forth in the applicable schedule to the Loan Agreement, which amount shall be established and agreed upon by Guarantor and Lender on or prior to the date hereof and shall be set forth in a side letter or amendment attached hereto (the "Net Worth Threshold"). For purposes of this Section, "consolidated net worth" shall mean the excess of Guarantor's consolidated total assets over Guarantor's consolidated total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied.

(b) Minimum Liquidity. Minimum unrestricted liquidity (consisting of unrestricted cash and cash equivalents, together with availability under committed, undrawn revolving credit facilities) of not less than the amount set forth in the applicable schedule to the Loan Agreement, which amount shall be established and agreed upon by Guarantor and Lender on or prior to the date hereof and shall be set forth in a side letter or amendment attached hereto (the "Liquidity Threshold").

(c) Testing Frequency. Compliance with the covenants set forth in this Section 6.2 shall be tested quarterly, as of the last day of each fiscal quarter of Guarantor, based upon the financial statements delivered pursuant to Section 6.1 hereof.

(d) Cure Provisions. If, as of any testing date, Guarantor fails to satisfy either the Net Worth Threshold or the Liquidity Threshold, Guarantor shall have a period of thirty (30) days following written notice from Lender of such failure to cure such failure by contributing additional capital, reducing indebtedness, or otherwise restoring compliance. Failure to cure within such thirty (30)-day period shall constitute an Event of Default hereunder; provided, however, that no cure period shall be available if Guarantor has failed to satisfy the applicable threshold for two (2) or more consecutive testing dates.

Section 6.3. Notice of Material Events. Guarantor shall promptly, and in any event within five (5) business days of obtaining knowledge thereof, deliver written notice to Lender of each of the following:

(a) Any default or event of default under the Loan Documents or under this Guaranty;

(b) Any material litigation, action, proceeding, investigation, or claim commenced or, to the actual knowledge of Guarantor, threatened against Guarantor or any affiliate of Guarantor that could reasonably be expected to result in a material adverse change in Guarantor's financial condition or ability to perform under this Guaranty;

(d) Any change, revocation, or threatened revocation of Guarantor's status as a real estate investment trust under the Code, or any event, fact, or circumstance that could reasonably be expected to result in Guarantor's failure to qualify as a REIT; and

(e) Any Key Person Event, defined as the departure (whether by resignation, termination, death, disability, or otherwise) of both Harold K. Brennan, Chief Executive Officer and Chairman of the Board of Trustees of Guarantor, and Marcus D. Okonkwo, Executive Vice President, Development, of Guarantor, without the appointment of successor individuals approved by Lender (such approval not to be unreasonably withheld, conditioned, or delayed) within ninety (90) days following the date on which both such positions are vacant, as such term is further defined in the Operating Agreement.

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

Section 6.5. Compliance with Laws. Guarantor shall comply in all material respects with all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, and orders, including, without limitation, all securities laws and regulations (including the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange), all tax laws (including the REIT qualification requirements of the Code), all environmental laws (including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and applicable Maryland environmental statutes), and all other laws applicable to the conduct of Guarantor's business and the ownership and operation of its properties.

Section 6.6. No Voluntary Dissolution. Guarantor shall not, without the prior written consent of Lender, voluntarily dissolve, wind up, liquidate, merge, consolidate, or convert into a different form of entity; provided, however, that Guarantor may, without Lender's consent, merge or consolidate with or into another entity if (a) the surviving or resulting entity expressly assumes in writing all of Guarantor's obligations under this Guaranty and the other Loan Documents to which Guarantor is a party, (b) the surviving or resulting entity has a consolidated net worth equal to or greater than the consolidated net worth of Guarantor immediately prior to such merger or consolidation, (c) the surviving or resulting entity has unrestricted liquidity equal to or greater than the unrestricted liquidity of Guarantor immediately prior to such merger or consolidation, (d) no Event of Default has occurred and is continuing or would result from such merger or consolidation, and (e) Guarantor delivers to Lender, not less than thirty (30) days prior to the consummation of such merger or consolidation, a written opinion of counsel reasonably acceptable to Lender confirming the enforceability of this Guaranty against the surviving or resulting entity.

ARTICLE VII

EVENTS OF DEFAULT UNDER GUARANTY

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

(a) Payment Default. The failure by Guarantor to pay any amount due and payable under this Guaranty within five (5) business days after Lender delivers written demand to Guarantor for such payment.

(b) Breach of Representations. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by Guarantor to Lender in connection with this Guaranty or the Loan proves to have been materially false, misleading, or inaccurate in any material respect when made or deemed made.

(c) Breach of Covenants. The breach by Guarantor of any covenant, agreement, or obligation of Guarantor contained in this Guaranty, which breach is not cured within thirty (30) days after written notice thereof from Lender to Guarantor; provided, however, that if such breach is of a nature that cannot reasonably be cured within such thirty (30)-day period, then Guarantor shall not be in default if Guarantor commences the cure of such breach within such thirty (30)-day period and thereafter diligently and continuously prosecutes such cure to completion within such additional period of time as may be reasonably necessary (but in no event exceeding ninety (90) days from the date of Lender's written notice); provided, further, that the foregoing cure period shall not apply to breaches of Guarantor's financial covenants under Section 6.2, which shall be subject exclusively to the cure provisions set forth therein.

(d) Bankruptcy / Insolvency of Guarantor. Guarantor (i) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization, arrangement, readjustment of debts, or other relief under any federal, state, or foreign bankruptcy, insolvency, receivership, or similar statute, (ii) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, liquidator, or similar official for Guarantor or for all or substantially all of Guarantor's assets, (iii) makes a general assignment for the benefit of creditors, (iv) files an answer admitting the material allegations of a petition filed against Guarantor in any such proceeding, (v) is the subject of an involuntary petition under the Bankruptcy Code or any similar statute that is not dismissed within sixty (60) days after the filing thereof, or (vi) is generally unable to pay, or admits in writing its inability to pay, its debts as they become due.

(e) Judgment. A final, non-appealable judgment or order for the payment of money in excess of Five Million and 00/100 Dollars ($5,000,000.00) (or multiple judgments or orders that in the aggregate exceed such amount), individually or in the aggregate (exclusive of any amounts covered by insurance with respect to which the insurer has acknowledged coverage), is entered against Guarantor by a court of competent jurisdiction, and such judgment or order is not discharged, satisfied, vacated, bonded, or stayed pending appeal within sixty (60) days after the entry thereof.

(f) Material Adverse Change. A material adverse change occurs in the financial condition, business, operations, assets, or prospects of Guarantor that, in Lender's reasonable judgment exercised in good faith, materially impairs Guarantor's ability to perform its obligations under this Guaranty. For purposes of this subsection, the term "material adverse change" shall include, without limitation, any event or circumstance resulting in (i) a decline in Guarantor's consolidated net worth below seventy-five percent (75%) of the Net Worth Threshold, (ii) a decline in Guarantor's unrestricted liquidity below seventy-five percent (75%) of the Liquidity Threshold, (iii) the loss of Guarantor's REIT status, or (iv) the delisting of Guarantor's securities from the New York Stock Exchange.

ARTICLE VIII

REMEDIES

Section 8.1. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default under this Guaranty, Lender may, at its option and without further notice to or demand upon Guarantor (except as expressly required herein), exercise any and all rights and remedies available to Lender at law or in equity, including, without limitation, (a) commencing an action against Guarantor for specific performance of Guarantor's obligations under this Guaranty, (b) commencing an action against Guarantor for the recovery of monetary damages, including all Losses incurred by Lender as a result of such Event of Default, (c) exercising any rights of setoff or recoupment against any deposits, accounts, or other property of Guarantor held by Lender or any affiliate of Lender, and (d) pursuing any other remedies available to Lender under applicable law, the Loan Documents, or this Guaranty. All rights and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights or remedies available to Lender under the Loan Documents, at law, or in equity.

Section 8.2. Costs and Expenses. Guarantor shall promptly pay and reimburse Lender for all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs of collection and enforcement) incurred by Lender in connection with (a) the enforcement of this Guaranty or any provision hereof, (b) the collection of any amounts due from Guarantor under this Guaranty, (c) the protection, preservation, or exercise of any right or remedy of Lender under this Guaranty, and (d) any workout, restructuring, or negotiations relating to the Guaranteed Obligations. The obligations of Guarantor under this Section shall survive the expiration or termination of this Guaranty and the payment and performance of the Guaranteed Obligations.

Section 8.3. Interest on Overdue Amounts. Any amounts due from Guarantor under this Guaranty that are not paid when due (whether upon demand, acceleration, or otherwise) shall bear interest from the date such amounts become due until the date of actual payment in full at the default rate of interest specified in the Loan Agreement (the "Default Rate"), compounded monthly. If no Default Rate is specified in the Loan Agreement, such amounts shall bear interest at the rate of the lesser of (i) Term SOFR plus five hundred (500) basis points per annum, or (ii) the maximum rate permitted by applicable law.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1. Governing Law. This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Guarantor acknowledges that this Guaranty is executed and delivered in the State of Maryland and that the Property is located in the

RECOURSE CARVE-OUT GUARANTY
(the "Guaranty")
Dated as of February 15, 2026
CONFIDENTIAL TREATMENT REQUESTED
GUARANTOR:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Guarantor"), with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, MD 21202; Employer Identification Number: 52-2198437; Maryland State Department of Assessments and Taxation Identification Number: D19847321; New York Stock Exchange Ticker Symbol: FWT.
LENDER:
Meridian National Bank, N.A., a national banking association organized and existing under the laws of the United States ("Lender"), with its principal office at 200 South Charles Street, Baltimore, MD 21201, acting in its capacity as lead arranger and administrative agent under the Loan Agreement (as defined below).
BORROWER:
Harbor Point Development JV, LLC, a Delaware limited liability company ("Borrower"), with its registered agent Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801; Employer Identification Number: 84-6213950.
RECITALS
WHEREAS:
A. Borrower is Harbor Point Development JV, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, formed for the primary purpose of acquiring, developing, constructing, financing, leasing, operating, and ultimately disposing of the real property commonly known as 1500–1580 Wills Street, Baltimore, Maryland 21231, designated as Block 7419, Lots 1 through 6, on the tax map of Baltimore City, consisting of approximately 8.2 acres of land situated in the Harbor Point district of Baltimore, Maryland, together with all improvements now or hereafter erected thereon, all easements, rights-of-way, privileges, and appurtenances thereunto belonging, and all fixtures, equipment, and personal property located thereon or used in connection therewith (the "Property");
B. The Property is the site of a mixed-use development project known as "Harbor Point Towers," consisting of two (2) twenty-eight (28)-story residential towers comprising a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, together with structured parking, common areas, amenity spaces, and all related site improvements and infrastructure (the "Project"), with a total estimated project cost of Five Hundred Seventy-Six Million and 00/100 Dollars ($576,000,000.00);
C. Borrower's members consist of (i) Fairwater HP Manager, LLC, a Maryland limited liability company and a wholly owned subsidiary of Guarantor, holding a thirty percent (30%) membership interest in Borrower and serving as the Managing Member of Borrower, and (ii) Prescott HP Investor, LLC, a Delaware limited liability company and a wholly owned subsidiary of Prescott Capital Partners, LP, a Delaware limited partnership, holding a seventy percent (70%) membership interest in Borrower and serving as the Non-Managing Member of Borrower, all as more particularly described in the Amended and Restated Operating Agreement of Borrower dated as of January 12, 2026 (the "Operating Agreement");
D. Lender has agreed to make a construction loan to Borrower in the original principal amount of Three Hundred Thirty-Six Million and 00/100 Dollars ($336,000,000.00) (the "Loan") pursuant to that certain Construction Loan Agreement dated as of the date hereof by and between Borrower and Lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), which Loan bears interest at a rate per annum equal to the Term Secured Overnight Financing Rate ("Term SOFR") plus two hundred seventy-five (275) basis points, has an initial term of thirty-six (36) months from the date hereof, and includes two (2) six (6)-month extension options exercisable by Borrower upon satisfaction of the conditions set forth in the Loan Agreement;
E. The Loan is non-recourse to Borrower, subject to certain recourse carve-out obligations as set forth in the Loan Agreement, and is secured by, among other things, a first-priority deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Property, together with assignments, pledges, and security interests in certain personal property, accounts, contract rights, permits, licenses, approvals, plans, and other collateral, all as more particularly described in the Loan Documents (as defined herein);
F. As a material condition and inducement to Lender's agreement to make the Loan to Borrower, Lender has required that Guarantor execute and deliver this Guaranty to Lender, contemporaneously with the execution and delivery by Guarantor of (i) that certain Completion Guaranty of even date herewith by Guarantor in favor of Lender (the "Completion Guaranty"), and (ii) that certain Environmental Indemnity Agreement of even date herewith among Borrower, Guarantor, and Lender (the "Environmental Indemnity"), each of which is being delivered concurrently herewith as a further condition to the closing of the Loan; and
G. Guarantor has a direct and material economic interest in Borrower by reason of its indirect ownership, through Fairwater HP Manager, LLC, of a thirty percent (30%) membership interest in Borrower, and Guarantor will derive substantial direct and indirect economic benefit from the making of the Loan, including, without limitation, by reason of (i) Guarantor's equity commitment to the joint venture in the amount of Seventy-Two Million and 00/100 Dollars ($72,000,000.00), contributed through Fairwater HP Manager, LLC, (ii) the development management fee, property management fee, and disposition fee payable to Guarantor or its affiliates under the terms of the Operating Agreement and the applicable management and development agreements, and (iii) the enhancement of Guarantor's development pipeline, asset base, and overall enterprise value resulting from the successful development, construction, and operation of the Project.
NOW, THEREFORE, in consideration of Lender's agreement to make 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 I
DEFINITIONS
Section 1.1. Definitions. Capitalized terms used but not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Loan Agreement. As used in this Guaranty, the following terms shall have the meanings set forth below:
(a) "Borrower" means Harbor Point Development JV, LLC, a Delaware limited liability company, and its successors and permitted assigns.
(b) "Completion Guaranty" means the Completion Guaranty of even date herewith executed by Guarantor in favor of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(c) "Environmental Indemnity" means the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(d) "Guaranteed Obligations" has the meaning set forth in Article II of this Guaranty.
(e) "Guarantor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and its successors and permitted assigns.
(f) "Guarantor Parties" means, collectively, Guarantor, Borrower, Fairwater HP Manager, LLC, a Maryland limited liability company, and any officer, director, trustee, member, manager, employee, or authorized agent of any of the foregoing, in each case acting in such capacity on behalf of, at the direction of, or in concert with Guarantor.
(g) "Lender" means Meridian National Bank, N.A., a national banking association organized and existing under the laws of the United States, acting in its capacity as lead arranger and administrative agent, and its successors and assigns.
(h) "Loan" means the construction loan in the original principal amount of Three Hundred Thirty-Six Million and 00/100 Dollars ($336,000,000.00) made by Lender to Borrower pursuant to the Loan Agreement.
(i) "Loan Agreement" means the Construction Loan Agreement dated as of February 15, 2026, by and between Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(j) "Loan Documents" means, collectively, the Loan Agreement, the promissory note evidencing the Loan, the deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Property, the assignment of leases and rents (to the extent executed as a separate instrument), the Environmental Indemnity, the Completion Guaranty, this Guaranty, and all other documents, instruments, agreements, and certificates executed and delivered by Borrower, Guarantor, or any other party in connection with the Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time. A comprehensive list of the Loan Documents is set forth on Exhibit B attached hereto.
(k) "Losses" means any and all losses, damages, costs, expenses, liabilities, claims, actions, proceedings, judgments, fines, penalties, interest, and reasonable attorneys' fees and disbursements (including, without limitation, fees and disbursements of counsel retained by Lender in connection with any enforcement action, workout, restructuring, bankruptcy proceeding, or other matter arising out of or relating to this Guaranty or the Guaranteed Obligations).
(l) "Operating Agreement" means the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the requirements of the Loan Documents.
(m) "Property" means the approximately 8.2-acre development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231, designated as Block 7419, Lots 1 through 6, on the tax map of Baltimore City, Maryland, as more particularly described in the legal description set forth on Exhibit A attached hereto and incorporated herein by reference, together with all improvements now or hereafter erected thereon, all easements, rights-of-way, and appurtenances thereunto belonging, and all fixtures, equipment, and personal property located thereon or used in connection therewith.
(n) "Project" means Harbor Point Towers, the mixed-use development project to be constructed on the Property, consisting of two (2) twenty-eight (28)-story residential towers comprising a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, together with structured parking, common areas, amenity spaces, and all related site improvements and infrastructure, as more particularly described in the Loan Agreement and the plans and specifications approved by Lender.
Section 1.2. Rules of Construction. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) words of any gender include each other gender, (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (d) the words "herein," "hereof," "hereby," "hereunder," and similar terms refer to this Guaranty as a whole and not to any particular provision, (e) references to Articles, Sections, and Exhibits are to Articles, Sections, and Exhibits of this Guaranty unless otherwise specified, and (f) references to any document or agreement shall be deemed to include all amendments, restatements, supplements, extensions, and modifications thereto.
ARTICLE II
GUARANTY; SCOPE OF GUARANTEED OBLIGATIONS
Section 2.1. Non-Recourse Carve-Out Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt payment and performance of all Guaranteed Obligations (as defined herein), as and when the same shall become due, whether by acceleration, declaration, demand, or otherwise. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Guarantor acknowledges and agrees that Lender shall not be required to pursue any rights or remedies against Borrower, any other guarantor, or any collateral securing the Loan as a condition to demanding payment or performance from Guarantor under this Guaranty. The term "Guaranteed Obligations" shall mean and include, collectively, all obligations, liabilities, and indebtedness of Guarantor arising under this Guaranty, including all amounts for which Guarantor is liable pursuant to Section 2.2 (Full Recourse Events) and Section 2.3 (Loss Recourse Events) hereof, together with all interest thereon and all costs, expenses, and attorneys' fees incurred by Lender in the enforcement of this Guaranty.
Section 2.2. Full Recourse Events (Springing Full Recourse). Notwithstanding the non-recourse nature of the Loan, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, late charges, prepayment premiums (if any), fees, costs, expenses, and all other amounts owing under or in connection with the Loan Documents, shall immediately and automatically become fully recourse to Guarantor, and Guarantor shall be personally liable for the payment and performance of all such amounts and obligations as if the Loan were fully recourse, upon the occurrence of any one or more of the following events:
(a) Voluntary Bankruptcy. Any Guarantor Party voluntarily files, or consents to the filing of, a petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") or any similar federal, state, or foreign bankruptcy, insolvency, reorganization, receivership, or debtor-relief statute with respect to Borrower or any special-purpose entity component of Borrower (including, without limitation, Fairwater HP Manager, LLC), or Borrower voluntarily files, or any Guarantor Party causes or directs Borrower to file, any such petition; or any Guarantor Party voluntarily institutes, or consents to the institution of, any proceeding for the dissolution, winding up, or liquidation of Borrower.
(b) Collusive Involuntary Bankruptcy. Any Guarantor Party colludes with, solicits, encourages, aids, abets, conspires with, or otherwise causes or procures any other person or entity to file an involuntary petition under the Bankruptcy Code or any similar statute against Borrower, or any Guarantor Party joins in, supports, or fails to timely oppose any such involuntary petition. For purposes of this subsection, the failure by any Guarantor Party to take commercially reasonable steps to cause Borrower to contest and seek dismissal of an involuntary petition within thirty (30) days of the filing thereof shall create a rebuttable presumption of collusion.
(c) Violation of SPE Covenants. Borrower's failure to maintain its status as a "single-purpose entity" in accordance with the organizational and operational covenants set forth in Section [__] of the Loan Agreement and the corresponding provisions of the Operating Agreement, including, without limitation, any failure to (i) maintain separate books, records, accounts, and financial statements, (ii) hold itself out as a separate and distinct entity, (iii) refrain from commingling assets with those of Guarantor or any affiliate, (iv) maintain adequate capital for its operations, (v) observe all limited liability company formalities required by the Delaware Limited Liability Company Act, (vi) maintain at least one (1) independent manager or director who satisfies the independence requirements set forth in the Loan Agreement, (vii) refrain from guaranteeing or otherwise becoming liable for the debts or obligations of any other person or entity, or (viii) otherwise maintain separateness from Guarantor and its affiliates in accordance with the requirements of the Loan Documents. For the avoidance of doubt, a violation of the SPE covenants shall constitute a Full Recourse Event regardless of whether such violation is material or immaterial, inadvertent or willful, or causes or does not cause actual harm to Lender.
(d) Prohibited Transfer. Any sale, conveyance, transfer, assignment, pledge, encumbrance, or other disposition (whether voluntary, involuntary, by operation of law, or otherwise) of (i) the Property or any portion thereof or interest therein, or (ii) any direct or indirect ownership interest in Borrower (including any membership interest, economic interest, or voting interest in Borrower, Fairwater HP Manager, LLC, or any other entity in the ownership chain of Borrower), in each case in violation of the due-on-sale and due-on-transfer provisions set forth in the Loan Agreement, without Lender's prior written consent. Notwithstanding the foregoing, transfers expressly permitted under the Loan Agreement shall not constitute Prohibited Transfers.
Section 2.3. Loss Recourse Events (Recourse for Losses). In addition to and not in limitation of Section 2.2 hereof, Guarantor shall be liable for, and shall pay, reimburse, and indemnify Lender for, all Losses actually suffered or incurred by Lender by reason of, arising out of, or in connection with any of the following acts, omissions, events, or circumstances caused by, attributable to, or within the control of any Guarantor Party:
(a) Fraud or Intentional Misrepresentation. Any actual fraud, material misrepresentation, or intentional material omission by any Guarantor Party in connection with the application for, origination, closing, or administration of the Loan, or in any financial statement, report, certificate, schedule, rent roll, budget, draw request, or other document or information delivered to Lender in connection with the Loan or the Project. For purposes of this subsection, a misrepresentation or omission shall be deemed "material" if knowledge thereof would have influenced a reasonable lender in the decision to make the Loan or to approve any particular advance, draw, or disbursement.
(b) Misapplication of Funds. Any misapplication, misappropriation, diversion, or conversion of (i) rents, revenues, income, profits, or other proceeds generated from the Property or the Project, (ii) insurance proceeds (including, without limitation, builder's risk insurance proceeds payable under the policy issued by Greystone Mutual Insurance Company or any replacement or successor thereof), (iii) condemnation awards, eminent domain proceeds, or payments in lieu thereof, or (iv) Loan proceeds (including, without limitation, funds held in the interest reserve account, the tenant improvement reserve account, the operating expense reserve account, or any other reserve account established pursuant to the Loan Agreement), in each case that were required under the terms of the Loan Documents to be applied to the payment of costs and expenses of the Property, the Project, or the Loan, including debt service, construction costs, taxes, insurance, operating expenses, or other obligations, and that were instead applied or diverted for any purpose other than as required by the Loan Documents.
(c) Waste. The commission of physical or economic waste with respect to the Property or the Project, including, without limitation, the intentional destruction, material damage, material impairment, or material diminution of the value, condition, or utility of the Property, the improvements, or any collateral securing the Loan, whether by act or omission of any Guarantor Party; provided, however, that ordinary wear and tear and damage caused by casualty or condemnation (to the extent Borrower complies with its obligations under the Loan Documents with respect thereto) shall not constitute waste for purposes of this subsection.
(d) Misapplication of Security Deposits or Tenant Funds. Any failure to hold, maintain, apply, or return security deposits, tenant improvement allowances, or other tenant funds in accordance with (i) the applicable lease terms, (ii) the requirements of the Loan Documents, and (iii) applicable law (including, without limitation, the provisions of the Maryland Real Property Article governing security deposits), or any commingling of such funds with the general funds of Borrower, Guarantor, or any affiliate in violation of applicable law or the Loan Documents.
(e) Failure to Pay Taxes and Insurance. Any failure to pay, when due, real property taxes, special assessments, water and sewer charges, ground rent (if applicable), or insurance premiums relating to the Property or the Project, to the extent that (i) funds are available to Borrower from operating revenues, reserve accounts (including, without limitation, the interest reserve account in the amount of Twenty-Nine Million Four Hundred Thousand and 00/100 Dollars ($29,400,000.00)), or other sources, or (ii) Borrower is required to make such payments pursuant to the terms of the Loan Documents, and such failure results in the imposition of a lien, penalty, fine, interest charge, or lapse of insurance coverage with respect to the Property.
(f) Environmental Liability. Any and all Losses arising from the presence, release, threatened release, or migration of hazardous materials, toxic substances, pollutants, contaminants, petroleum products, asbestos, lead-based paint, mold, or other environmentally regulated substances on, at, under, in, from, or migrating to or from the Property, to the extent such Losses are not fully covered by and recoverable under the Environmental Indemnity Agreement. Guarantor acknowledges that a Phase I Environmental Site Assessment was completed on November 25, 2025, by Bayline Environmental Consultants, LLC (the "Phase I ESA"), and Guarantor represents that it has reviewed such Phase I ESA and any Phase II follow-up findings and is aware of the environmental conditions disclosed therein. Guarantor's liability under this subsection shall be in addition to, and not in limitation of, Guarantor's obligations under the Environmental Indemnity Agreement.
(g) Violation of ERISA. Any and all Losses arising from a violation by any Guarantor Party of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the regulations promulgated thereunder, in connection with the Loan, the Property, or the Project, including, without limitation, any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended.
(h) Failure to Maintain Insurance. Any failure by Borrower or any Guarantor Party to obtain and maintain insurance in the amounts, types, and with the carriers required by the Loan Documents, including, without limitation, (i) builder's risk insurance at full replacement cost (currently provided by Greystone Mutual Insurance Company), (ii) commercial general liability insurance with limits of not less than Ten Million and 00/100 Dollars ($10,000,000.00) per occurrence and Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate, (iii) umbrella or excess liability insurance with limits of not less than Fifty Million and 00/100 Dollars ($50,000,000.00), (iv) workers' compensation insurance as required by applicable law, (v) pollution legal liability insurance, and (vi) such other insurance as required by the Loan Agreement, in each case naming Lender as an additional insured or loss payee, as applicable.
(i) Unpermitted Encumbrances. The granting or permitting of any lien, mortgage, deed of trust, encumbrance, security interest, or other charge on or against the Property, the improvements, or any personal property constituting collateral for the Loan, without Lender's prior written consent, other than (i) the lien of the deed of trust securing the Loan, (ii) the permitted exceptions identified in the title insurance commitment dated December 9, 2025, issued by Tidewater Insurance Group, Inc. (the "Title Company"), and (iii) mechanic's liens that are contested in good faith and bonded in accordance with the requirements of the Loan Agreement within the time periods specified therein.
(j) Removal or Disposal of Collateral. The removal, disposal, sale, transfer, or material alteration of any personal property, fixtures, furniture, furnishings, equipment, building materials, supplies, or other tangible or intangible property constituting collateral for the Loan, other than (i) in the ordinary course of construction as approved in the construction budget attached to the Loan Agreement, (ii) replacements of worn or obsolete items with items of equal or greater value and utility, or (iii) as otherwise expressly permitted under the Loan Documents.
(k) Material Breach of Representations. Any material breach of the representations, warranties, or covenants of Borrower or Guarantor contained in the Loan Documents (including, without limitation, representations and warranties relating to the ownership structure of Borrower, the financial condition of Borrower or Guarantor, compliance with applicable law, the absence of undisclosed liabilities, and the accuracy of financial statements and construction reports), that is not cured within any applicable notice and cure period expressly provided in the Loan Documents.
(l) Interference with Lender's Rights. Any action taken or failure to act by any Guarantor Party that materially impairs (i) Lender's security interest in the Property or any other collateral securing the Loan, (ii) the priority of Lender's lien on the Property, or (iii) Lender's rights or remedies under the Loan Documents, including, without limitation, any interference with, delay of, or obstruction of any foreclosure sale, power-of-sale proceeding, receivership, or other enforcement action commenced by Lender in connection with the Loan, or any failure to cooperate with or any opposition to any such action.
ARTICLE III
NATURE OF GUARANTY
Section 3.1. Unconditional Guaranty. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall not be subject to any reduction, limitation, impairment, or termination for any reason whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration, or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any Loan Document, the illegality of the Loan, or by any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of or defense to a guarantor. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall not be discharged or impaired or otherwise affected by any disability or other defense of Borrower, the cessation from any cause whatsoever of the liability of Borrower, or the release or discharge of Borrower from any of its obligations under the Loan Documents in any bankruptcy, insolvency, receivership, or other similar proceeding.
Section 3.2. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full and the Loan has been satisfied in its entirety. This Guaranty shall survive the expiration or termination of the Loan Agreement and the other Loan Documents and shall continue in full force and effect with respect to any Guaranteed Obligations that survive such expiration or termination.
Section 3.3. Primary Obligation. Lender may proceed directly and immediately against Guarantor to enforce this Guaranty without first pursuing or exhausting any right or remedy that Lender may have against Borrower, any other guarantor or indemnitor, or any collateral or security for the Loan. Lender shall not be required to (a) file any claim against Borrower or participate in any proceeding involving Borrower, (b) commence any foreclosure action or exercise any power of sale with respect to the Property, (c) exercise any right or remedy against any other person or entity, or (d) resort to any other security, collateral, or other means of obtaining payment, in each case as a condition precedent to, or in connection with, the enforcement of this Guaranty against Guarantor.
Section 3.4. Independent Obligation. The obligations of Guarantor under this Guaranty are independent of the obligations of Borrower under the Loan Documents. A separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty regardless of whether any action is brought against Borrower or whether Borrower is joined in any such action against Guarantor. Guarantor's liability hereunder shall not be contingent upon the exercise or enforcement by Lender of any remedy it may have against Borrower or the existence of any remedy against Borrower.
Section 3.5. Guaranty Not Affected by Certain Events. The liability of Guarantor under this Guaranty shall not be affected, reduced, released, diminished, impaired, or otherwise modified by any of the following, whether or not Guarantor has notice thereof or consents thereto:
(a) Any extension, renewal, modification, amendment, restatement, supplement, acceleration, increase, decrease, or forbearance of the Loan or any of the Loan Documents, including, without limitation, any extension of the thirty-six (36)-month initial term and/or any exercise or non-exercise of the two (2) six (6)-month extension options, any increase or reduction in the interest rate (including any modification of the Term SOFR benchmark or the applicable spread), any change in the amortization schedule, maturity date, or repayment terms, or any modification of any covenant, condition, or provision of any Loan Document.
(b) Any release, substitution, exchange, impairment, or subordination of any collateral or security for the Loan, or any release, substitution, or discharge of any other guarantor, surety, or obligor with respect to the Loan or any Loan Document.
(c) Any change in the organizational structure, ownership, or management of Borrower, including, without limitation, the admission or withdrawal of any member, the change in the percentage interests of Fairwater HP Manager, LLC or Prescott HP Investor, LLC, the removal, resignation, or replacement of the Managing Member, or the conversion, reorganization, or restructuring of Borrower into a different form of entity.
(d) The institution of any bankruptcy, insolvency, reorganization, arrangement, receivership, liquidation, dissolution, or similar proceeding by or against Borrower, Guarantor, or any other person or entity, or any rejection, disaffirmance, or modification of the Loan or any Loan Document in any such proceeding.
(e) Any invalidity, irregularity, unenforceability, or lack of due authorization of any Loan Document, the Loan, or any obligation of Borrower thereunder, or any defect in the execution or delivery of any Loan Document.
(f) Lender's failure or delay in perfecting, maintaining, or enforcing the perfection or priority of any security interest, lien, or encumbrance on any collateral securing the Loan.
(g) Any failure by Lender to make any advance or disbursement under the Loan, any failure to comply with any obligation or duty of Lender under the Loan Documents, or any act or omission of Lender of any kind whatsoever.
(h) Any other event, occurrence, condition, or circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge or release of, a guarantor or surety under applicable law.
ARTICLE IV
WAIVERS BY GUARANTOR
Section 4.1. Waiver of Defenses. Guarantor hereby knowingly, voluntarily, and unconditionally waives, to the fullest extent permitted by applicable law:
(a) All suretyship defenses and all defenses available to sureties and guarantors under applicable law, including, without limitation, all defenses available under the laws of the State of Maryland, the State of Delaware, and any other applicable jurisdiction.
(b) Presentment, demand for payment, demand for performance, protest, notice of protest, notice of nonpayment, notice of nonperformance, notice of dishonor, and notice of acceptance of this Guaranty.
(c) Notice of any default or event of default by Borrower under any Loan Document, and notice of any failure by Borrower to perform or comply with any term, covenant, condition, or provision of any Loan Document.
(d) Notice of any advance, disbursement, draw, or other action taken by Lender under the Loan or the Loan Documents, including any notice of the amount outstanding under the Loan from time to time.
(e) Any right to require Lender to proceed first against Borrower, any collateral, any other guarantor, or any other person or entity before proceeding against Guarantor under this Guaranty, and any right to the marshaling of assets or the application of security or proceeds in any particular order or manner, whether arising under common law, equity, or statute.
(f) Any statute of limitations defense available to Borrower that might otherwise be asserted by Guarantor as a defense to Guarantor's obligations hereunder.
(g) All rights, benefits, and protections under the Maryland Real Property Article (including, without limitation, any anti-deficiency protections) and any other anti-deficiency, one-action, or similar statute or rule of law that might limit Lender's ability to recover from Guarantor hereunder, to the fullest extent such waiver is permitted by applicable law.
(h) Any defense based upon an election of remedies by Lender, including an election to foreclose non-judicially or judicially against the Property, which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement.
(i) Any defense arising by reason of any lack of authority or any other defense of Borrower or any other person, or by reason of the cessation from any cause whatsoever of the liability of Borrower.
Section 4.2. Waiver of Subrogation. Guarantor hereby unconditionally and irrevocably waives, until the full and indefeasible payment and satisfaction of all obligations of Borrower under the Loan Documents and all Guaranteed Obligations hereunder, any and all rights of subrogation, reimbursement, exoneration, indemnification, contribution, or any other claim or right of recourse that Guarantor may now or hereafter have against Borrower, any other guarantor or obligor, or any collateral or security for the Loan by reason of this Guaranty or any payment made or performance rendered hereunder. Guarantor agrees that, until the Loan is indefeasibly paid and satisfied in full, Guarantor shall not assert, enforce, or otherwise exercise any claim of subrogation, reimbursement, or contribution against Borrower in any bankruptcy case, insolvency proceeding, receivership, or other proceeding of or involving Borrower, and Guarantor shall not file or assert any proof of claim or other document in any such proceeding based upon any such right or claim. If, notwithstanding the foregoing waiver, any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, or contribution claim at any time when all Guaranteed Obligations have not been indefeasibly paid and satisfied in full, such amount shall be held in trust for the benefit of Lender and shall immediately be paid to Lender to be credited against the Guaranteed Obligations, whether or not then due.
Section 4.3. Waiver of Notices. Guarantor hereby waives any requirement that Lender give any notice of any kind, including, without limitation, (a) notice of Lender's acceptance of this Guaranty, (b) notice of any adverse change in the financial condition of Borrower, Guarantor, or any other person or entity, (c) notice of the existence, creation, or incurrence of any new or additional obligations of Borrower under the Loan Documents, (d) notice of any action taken or omitted by Lender under the Loan Documents, and (e) notice of any other fact, event, or circumstance that might materially increase the risk to Guarantor under this Guaranty. Guarantor acknowledges that it has adequate means of obtaining information concerning the financial condition and affairs of Borrower and the Project and shall be deemed to have knowledge of such information at all times.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby makes the following representations and warranties to Lender as of the date hereof and as of each date upon which Lender makes an advance under the Loan:
Section 5.1. Organization and Good Standing. Guarantor is a Maryland real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Guarantor is registered with the Maryland State Department of Assessments and Taxation under Identification Number D19847321 and is qualified to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its business requires such qualification.
Section 5.2. Authority and Due Execution. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each other Loan Document to which it is a party. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary action on the part of Guarantor, including, without limitation, the approval of Guarantor's Board of Trustees pursuant to resolutions duly adopted at a meeting held on January 10, 2026, as referenced in the Closing Certificate executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, dated January 12, 2026, copies of which have been delivered to Lender. This Guaranty has been duly executed and delivered by a duly authorized officer of Guarantor.
Section 5.3. No Conflict. The execution, delivery, and performance by Guarantor of this Guaranty and the other Loan Documents to which it is a party do not and will not (a) violate or conflict with Guarantor's Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (b) violate or conflict with any agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Guarantor is a party or by which Guarantor or any of its properties is bound, (c) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, writ, injunction, or decree of any governmental authority, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any of Guarantor's properties other than as contemplated by the Loan Documents. The execution and performance of this Guaranty do not conflict with or adversely affect Guarantor's status as a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT" or Guarantor's compliance with any listing requirements or rules of the New York Stock Exchange or the Securities and Exchange Commission.
Section 5.4. Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 5.5. Financial Condition. The most recent consolidated financial statements of Guarantor delivered to Lender (including, without limitation, the audited financial statements for the fiscal year ended December 31, 2024, and the unaudited interim financial statements for the quarter ended September 30, 2025) are true, complete, and correct in all material respects as of the dates indicated therein and fairly present the financial position, results of operations, and cash flows of Guarantor as of such dates and for the periods then ended, in accordance with generally accepted accounting principles applied on a consistent basis. As of December 31, 2024, Guarantor's consolidated total assets were approximately Four Billion One Hundred Million Dollars ($4,100,000,000) and Guarantor's consolidated total revenue for the fiscal year ended December 31, 2024, was approximately Six Hundred Twelve Million Dollars ($612,000,000). No material adverse change has occurred in the financial condition, business, properties, operations, or prospects of Guarantor since the date of the most recently delivered financial statements.
Section 5.6. Litigation. There is no pending or, to the actual knowledge of Guarantor (after due inquiry), threatened litigation, action, proceeding, arbitration, or governmental investigation before or by any court, administrative agency, or other governmental authority against or affecting Guarantor that, individually or in the aggregate, could reasonably be expected to (a) result in a material adverse change in the financial condition, business, properties, operations, or prospects of Guarantor, or (b) materially and adversely affect Guarantor's ability to perform its obligations under this Guaranty or any other Loan Document to which it is a party.
Section 5.7. No Bankruptcy. No petition in bankruptcy, insolvency, reorganization, or receivership has been filed by or, to the actual knowledge of Guarantor, against Guarantor, and no order for relief has been entered with respect to Guarantor under the Bankruptcy Code or any similar statute. Guarantor is solvent, is paying its debts as they become due, has assets the fair value of which exceeds its total liabilities (including contingent liabilities), and does not contemplate filing any such petition. Guarantor has not made an assignment for the benefit of creditors, and no receiver, trustee, custodian, or similar officer has been appointed for Guarantor or any of its assets.
Section 5.8. REIT Status. Guarantor has duly elected to be treated as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and Guarantor has satisfied all requirements necessary to qualify as a real estate investment trust under the Code for each taxable year since its initial election. Guarantor maintains compliance with all applicable REIT qualification requirements, including, without limitation, the income tests, asset tests, distribution requirements, and ownership requirements set forth in the Code and the Treasury Regulations promulgated thereunder. Guarantor is not aware of any fact, event, or circumstance that could reasonably be expected to cause Guarantor to fail to qualify as a real estate investment trust.
Section 5.9. Benefit. Guarantor acknowledges and represents that (a) Guarantor derives substantial direct and indirect economic benefit from the Loan by reason of its indirect ownership, through Fairwater HP Manager, LLC, of a thirty percent (30%) membership interest in Borrower, (b) Guarantor has an equity commitment to the joint venture in the amount of Seventy-Two Million and 00/100 Dollars ($72,000,000.00), to be contributed through Fairwater HP Manager, LLC, (c) Guarantor or its affiliates will receive a development management fee equal to three and one-half percent (3.5%) of Four Hundred Thirty-Two Million and 00/100 Dollars ($432,000,000.00) in hard costs (approximately Fifteen Million One Hundred Twenty Thousand and 00/100 Dollars ($15,120,000.00)), a property management fee equal to three percent (3.0%) of Effective Gross Revenue, and a disposition fee equal to one percent (1.0%) of the gross sale price of the Project, each as set forth in the Operating Agreement and the applicable management and development agreements, and (d) the making of the Loan will enhance Guarantor's development pipeline, asset base, and overall enterprise value. Guarantor further acknowledges that Lender would not have agreed to make the Loan but for the execution and delivery of this Guaranty by Guarantor.
ARTICLE VI
COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees with Lender as follows:
Section 6.1. Financial Reporting. Guarantor shall deliver to Lender each of the following:
(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, a complete copy of Guarantor's consolidated audited financial statements for such fiscal year, including a balance sheet, income statement, statement of cash flows, and statement of changes in equity, prepared in accordance with generally accepted accounting principles consistently applied, audited by a nationally recognized independent certified public accounting firm acceptable to Lender, accompanied by an unqualified opinion (or an opinion qualified only as to "going concern" matters to the extent such qualification does not otherwise constitute a Material Adverse Effect).
(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Guarantor, a complete copy of Guarantor's consolidated unaudited financial statements for such quarter and for the fiscal year to date, including a balance sheet, income statement, and statement of cash flows, prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments), certified by Guarantor's Chief Financial Officer as fairly presenting, in all material respects, the financial condition and results of operations of Guarantor as of the dates and for the periods indicated therein.
(c) Annual SEC Filings. Promptly following the filing thereof with the Securities and Exchange Commission, copies of Guarantor's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, together with any Current Reports on Form 8-K that relate to matters that could reasonably be expected to have a material adverse effect on Guarantor's financial condition or its ability to perform under this Guaranty.
(d) Other Financial Information. Such other financial information, reports, certificates, and documents relating to Guarantor's financial condition, business, operations, and properties as Lender may from time to time reasonably request.
Section 6.2. Net Worth and Liquidity Covenants. Guarantor shall maintain at all times during the term of the Loan (including any extension thereof):
(a) Minimum Net Worth. A minimum consolidated net worth (as determined in accordance with generally accepted accounting principles) of not less than the amount set forth in the applicable schedule to the Loan Agreement, which amount shall be established and agreed upon by Guarantor and Lender on or prior to the date hereof and shall be set forth in a side letter or amendment attached hereto (the "Net Worth Threshold"). For purposes of this Section, "consolidated net worth" shall mean the excess of Guarantor's consolidated total assets over Guarantor's consolidated total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied.
(b) Minimum Liquidity. Minimum unrestricted liquidity (consisting of unrestricted cash and cash equivalents, together with availability under committed, undrawn revolving credit facilities) of not less than the amount set forth in the applicable schedule to the Loan Agreement, which amount shall be established and agreed upon by Guarantor and Lender on or prior to the date hereof and shall be set forth in a side letter or amendment attached hereto (the "Liquidity Threshold").
(c) Testing Frequency. Compliance with the covenants set forth in this Section 6.2 shall be tested quarterly, as of the last day of each fiscal quarter of Guarantor, based upon the financial statements delivered pursuant to Section 6.1 hereof.
(d) Cure Provisions. If, as of any testing date, Guarantor fails to satisfy either the Net Worth Threshold or the Liquidity Threshold, Guarantor shall have a period of thirty (30) days following written notice from Lender of such failure to cure such failure by contributing additional capital, reducing indebtedness, or otherwise restoring compliance. Failure to cure within such thirty (30)-day period shall constitute an Event of Default hereunder; provided, however, that no cure period shall be available if Guarantor has failed to satisfy the applicable threshold for two (2) or more consecutive testing dates.
Section 6.3. Notice of Material Events. Guarantor shall promptly, and in any event within five (5) business days of obtaining knowledge thereof, deliver written notice to Lender of each of the following:
(a) Any default or event of default under the Loan Documents or under this Guaranty;
(b) Any material litigation, action, proceeding, investigation, or claim commenced or, to the actual knowledge of Guarantor, threatened against Guarantor or any affiliate of Guarantor that could reasonably be expected to result in a material adverse change in Guarantor's financial condition or ability to perform under this Guaranty;
(c) Any material adverse change in Guarantor's financial condition, business, operations, or prospects;
(d) Any change, revocation, or threatened revocation of Guarantor's status as a real estate investment trust under the Code, or any event, fact, or circumstance that could reasonably be expected to result in Guarantor's failure to qualify as a REIT; and
(e) Any Key Person Event, defined as the departure (whether by resignation, termination, death, disability, or otherwise) of both Harold K. Brennan, Chief Executive Officer and Chairman of the Board of Trustees of Guarantor, and Marcus D. Okonkwo, Executive Vice President, Development, of Guarantor, without the appointment of successor individuals approved by Lender (such approval not to be unreasonably withheld, conditioned, or delayed) within ninety (90) days following the date on which both such positions are vacant, as such term is further defined in the Operating Agreement.
Section 6.4. Maintenance of Existence. Guarantor shall at all times maintain its existence as a Maryland real estate investment trust and shall remain in good standing under the laws of the State of Maryland and in each other jurisdiction where the character of its properties or the nature of its business requires such qualification. Guarantor shall maintain all licenses, permits, and governmental approvals necessary or desirable for the conduct of its business.
Section 6.5. Compliance with Laws. Guarantor shall comply in all material respects with all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, and orders, including, without limitation, all securities laws and regulations (including the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange), all tax laws (including the REIT qualification requirements of the Code), all environmental laws (including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and applicable Maryland environmental statutes), and all other laws applicable to the conduct of Guarantor's business and the ownership and operation of its properties.
Section 6.6. No Voluntary Dissolution. Guarantor shall not, without the prior written consent of Lender, voluntarily dissolve, wind up, liquidate, merge, consolidate, or convert into a different form of entity; provided, however, that Guarantor may, without Lender's consent, merge or consolidate with or into another entity if (a) the surviving or resulting entity expressly assumes in writing all of Guarantor's obligations under this Guaranty and the other Loan Documents to which Guarantor is a party, (b) the surviving or resulting entity has a consolidated net worth equal to or greater than the consolidated net worth of Guarantor immediately prior to such merger or consolidation, (c) the surviving or resulting entity has unrestricted liquidity equal to or greater than the unrestricted liquidity of Guarantor immediately prior to such merger or consolidation, (d) no Event of Default has occurred and is continuing or would result from such merger or consolidation, and (e) Guarantor delivers to Lender, not less than thirty (30) days prior to the consummation of such merger or consolidation, a written opinion of counsel reasonably acceptable to Lender confirming the enforceability of this Guaranty against the surviving or resulting entity.
ARTICLE VII
EVENTS OF DEFAULT UNDER GUARANTY
Section 7.1. Events of Default. Each of the following shall constitute an event of default under this Guaranty (each, an "Event of Default"):
(a) Payment Default. The failure by Guarantor to pay any amount due and payable under this Guaranty within five (5) business days after Lender delivers written demand to Guarantor for such payment.
(b) Breach of Representations. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by Guarantor to Lender in connection with this Guaranty or the Loan proves to have been materially false, misleading, or inaccurate in any material respect when made or deemed made.
(c) Breach of Covenants. The breach by Guarantor of any covenant, agreement, or obligation of Guarantor contained in this Guaranty, which breach is not cured within thirty (30) days after written notice thereof from Lender to Guarantor; provided, however, that if such breach is of a nature that cannot reasonably be cured within such thirty (30)-day period, then Guarantor shall not be in default if Guarantor commences the cure of such breach within such thirty (30)-day period and thereafter diligently and continuously prosecutes such cure to completion within such additional period of time as may be reasonably necessary (but in no event exceeding ninety (90) days from the date of Lender's written notice); provided, further, that the foregoing cure period shall not apply to breaches of Guarantor's financial covenants under Section 6.2, which shall be subject exclusively to the cure provisions set forth therein.
(d) Bankruptcy / Insolvency of Guarantor. Guarantor (i) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization, arrangement, readjustment of debts, or other relief under any federal, state, or foreign bankruptcy, insolvency, receivership, or similar statute, (ii) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, liquidator, or similar official for Guarantor or for all or substantially all of Guarantor's assets, (iii) makes a general assignment for the benefit of creditors, (iv) files an answer admitting the material allegations of a petition filed against Guarantor in any such proceeding, (v) is the subject of an involuntary petition under the Bankruptcy Code or any similar statute that is not dismissed within sixty (60) days after the filing thereof, or (vi) is generally unable to pay, or admits in writing its inability to pay, its debts as they become due.
(e) Judgment. A final, non-appealable judgment or order for the payment of money in excess of Five Million and 00/100 Dollars ($5,000,000.00) (or multiple judgments or orders that in the aggregate exceed such amount), individually or in the aggregate (exclusive of any amounts covered by insurance with respect to which the insurer has acknowledged coverage), is entered against Guarantor by a court of competent jurisdiction, and such judgment or order is not discharged, satisfied, vacated, bonded, or stayed pending appeal within sixty (60) days after the entry thereof.
(f) Material Adverse Change. A material adverse change occurs in the financial condition, business, operations, assets, or prospects of Guarantor that, in Lender's reasonable judgment exercised in good faith, materially impairs Guarantor's ability to perform its obligations under this Guaranty. For purposes of this subsection, the term "material adverse change" shall include, without limitation, any event or circumstance resulting in (i) a decline in Guarantor's consolidated net worth below seventy-five percent (75%) of the Net Worth Threshold, (ii) a decline in Guarantor's unrestricted liquidity below seventy-five percent (75%) of the Liquidity Threshold, (iii) the loss of Guarantor's REIT status, or (iv) the delisting of Guarantor's securities from the New York Stock Exchange.
ARTICLE VIII
REMEDIES
Section 8.1. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default under this Guaranty, Lender may, at its option and without further notice to or demand upon Guarantor (except as expressly required herein), exercise any and all rights and remedies available to Lender at law or in equity, including, without limitation, (a) commencing an action against Guarantor for specific performance of Guarantor's obligations under this Guaranty, (b) commencing an action against Guarantor for the recovery of monetary damages, including all Losses incurred by Lender as a result of such Event of Default, (c) exercising any rights of setoff or recoupment against any deposits, accounts, or other property of Guarantor held by Lender or any affiliate of Lender, and (d) pursuing any other remedies available to Lender under applicable law, the Loan Documents, or this Guaranty. All rights and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights or remedies available to Lender under the Loan Documents, at law, or in equity.
Section 8.2. Costs and Expenses. Guarantor shall promptly pay and reimburse Lender for all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs of collection and enforcement) incurred by Lender in connection with (a) the enforcement of this Guaranty or any provision hereof, (b) the collection of any amounts due from Guarantor under this Guaranty, (c) the protection, preservation, or exercise of any right or remedy of Lender under this Guaranty, and (d) any workout, restructuring, or negotiations relating to the Guaranteed Obligations. The obligations of Guarantor under this Section shall survive the expiration or termination of this Guaranty and the payment and performance of the Guaranteed Obligations.
Section 8.3. Interest on Overdue Amounts. Any amounts due from Guarantor under this Guaranty that are not paid when due (whether upon demand, acceleration, or otherwise) shall bear interest from the date such amounts become due until the date of actual payment in full at the default rate of interest specified in the Loan Agreement (the "Default Rate"), compounded monthly. If no Default Rate is specified in the Loan Agreement, such amounts shall bear interest at the rate of the lesser of (i) Term SOFR plus five hundred (500) basis points per annum, or (ii) the maximum rate permitted by applicable law.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Governing Law. This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Guarantor acknowledges that this Guaranty is executed and delivered in the State of Maryland and that the Property is located in the