GUARANTY AGREEMENT
This Guaranty Agreement (this “Guaranty”) is made as of the 23rd of December, 2025, by FNLR OP LP, a Delaware limited partnership (“Guarantor”), in favor of Bank of America, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and assigns, including any successor administrative agent, “Administrative Agent”) on behalf of each of the Lenders party to that certain Loan Agreement (as hereinafter defined) (each a “Lender” and collectively “Lenders”).
Recitals
Administrative Agent, Lenders, and FNLR PRINT LLC, a Delaware limited liability company (“Borrower”) are entering into concurrently herewith that certain Loan Agreement dated as of the date hereof (as extended, amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement), which Loan Agreement sets forth the terms and conditions of that certain loan (the “Loan”) to Borrower, as more particularly described in the Loan Agreement. The Loan is, or will be, (i) evidenced by one or more promissory notes executed by Borrower and payable to the order of Lenders in the aggregate original principal amount of up to $111,100,000.00 (such promissory notes, as increased, extended, consolidated, amended, restated, replaced, substituted, supplemented or otherwise modified in accordance with the Loan Agreement from time to time, collectively, the “Note”) and (ii) secured by one or more mortgages and/or deeds of trust executed by Borrower in favor of Administrative Agent (such mortgages and/or deeds of trust, as increased, extended, consolidated, amended, restated, replaced, substituted, supplemented or otherwise modified from time to time, collectively, the “Mortgage”). As a condition precedent to making the Loan, Administrative Agent and Lenders have required that Guarantor execute and deliver this Guaranty.
Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Loan Agreement.
Agreements
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce Lenders to make the Loan to Borrower, pursuant to the terms and conditions herein set forth Guarantor hereby guarantees to Administrative Agent and Lenders the prompt and full payment and performance of the obligations described below in this Guaranty (collectively called the “Guaranteed Obligations”) as more particularly set forth below.
Section 1. Guaranty of Performance and Guaranty and Indemnification of Specific Obligations.
A. Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Administrative Agent and Lenders the timely performance of Borrower’s obligation under Section 4.31(b) of the Loan Agreement.
B. Guarantor hereby unconditionally, absolutely and irrevocably guarantees payment (and not merely the collectability) of and agrees to pay, protect, defend and save harmless Administrative Agent and Lenders for, from and against, and hereby indemnifies Administrative Agent and Lenders for, from and against (except to the extent in each case, caused by the gross negligence or willful misconduct of the Administrative Agent) any and all actual out of pocket liabilities, obligations, losses, damages (excluding diminution in value and consequential, special and punitive damages, except to the extent actually paid to a third party), costs and reasonable, out of pocket expenses (including reasonable out of pocket attorneys’ fees), causes of action, suits, claims, demands, and judgments of any nature or description whatsoever, which may at any time be imposed upon, incurred by or awarded against Administrative Agent and Lenders as a result of:
(a) Fraud by Borrower or Guarantor in connection with the construction, leasing or operation of the Property or the making or disbursement of the Loan;
