exhibit102






EXECUTION VERSION  79575533.3  GUARANTY  THIS GUARANTY dated as of August 31, 2021 (the “Guaranty”) executed and delivered by each  of the undersigned and the other Persons from time to time party hereto pursuant to the execution and  delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with  such other Persons, each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO  BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative  Agent”) for the Lenders under that certain Credit Agreement dated as of August 31, 2021 (as amended,  restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among  Saul Holdings Limited Partnership (the “Borrower”), the financial institutions from time to time parties  thereto and their assignees under Section 13.6. thereof (the “Lenders”), the Issuing Banks from time to time  parties thereto (the “Issuing Banks”), the Swingline Lender from time to time party thereto (the “Swingline  Lender”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the  Lenders, the Issuing Banks, the Swingline Lender and the Specified Derivatives Providers (the  Administrative Agent, the Lenders, the Issuing Banks, the Swingline Lender and the Specified Derivatives  Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).  WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Issuing Banks, the  Swingline Lender and the other Lenders have agreed to make available to the Borrower certain financial  accommodations on the terms and conditions set forth in the Credit Agreement;  WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified  Derivatives Contracts with the Borrower and/or any other Loan Party;  WHEREAS, each Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate  of the Borrower;  WHEREAS, the Borrower, each Guarantor and the other Subsidiaries of the Borrower, though  separate legal entities, are mutually dependent on each other in the conduct of their respective businesses  as an integrated operation and have determined it to be in their mutual best interests to obtain financial  accommodations from the Guarantied Parties through their collective efforts;  WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the  Guarantied Parties making such financial accommodations; and  WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the  Administrative Agent and the other Guarantied Parties’ making, and continuing to make, such financial  accommodations.  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:  Section 1.  Guaranty.  Each Guarantor hereby absolutely, irrevocably and unconditionally  guaranties the due and punctual payment and performance when due, whether at stated maturity, by  acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”  (provided, however, that the definition of “Guarantied Obligations” shall not create any guarantee by any  Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap  Obligations of such Guarantor for purposes of determining any obligations of any Guarantors)): (a) all  indebtedness and obligations owing by the Borrower or any other Loan Party to any Lender, any Issuing  Bank or the Administrative Agent under or in connection with the Credit Agreement or any other Loan  271375615v.4  Exhibit 10.2 





 






2  79575533.3  Document to which the Borrower or such other Loan Party is a party, including without limitation, the  repayment of all principal of the Revolving Loans, Term Loans and Swingline Loans and the  Reimbursement Obligations, and the payment of all interest, fees, charges, reasonable attorneys’ fees and  other amounts payable to any Lender, the Issuing Banks or the Administrative Agent thereunder or in  connection therewith; (b) all existing or future payment and other obligations owing by any Loan Party  under any Specified Derivatives Contract (other than any Excluded Swap Obligation); (c) any and all  extensions, renewals, modifications, amendments or substitutions of the foregoing; (d) all expenses,  including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the  Administrative Agent or any other Guarantied Party in the enforcement of any of the foregoing or any  obligation of such Guarantor hereunder; and (e) all other Guaranteed Obligations.     Section 2.  Guaranty of Payment and Not of Collection.  This Guaranty is a guaranty of payment,  and not of collection, and a debt of each Guarantor for its own account.  Accordingly, the Guarantied Parties  shall not be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any  right or remedy the Guarantied Parties may have against the Borrower, any other Loan Party or any other  Person or commence any suit or other proceeding against the Borrower, any other Loan Party or any other  Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower,  any other Loan Party or any other Person; (c) to make demand of the Borrower, any other Loan Party or  any other Person; or (d) to enforce or seek to enforce or realize upon any collateral security held by the  Guarantied Parties which may secure any of the Guarantied Obligations.       Section 3.  Guaranty Absolute.  Each Guarantor guarantees that the Guarantied Obligations will be  paid strictly in accordance with the terms of the documents evidencing the same, regardless of any  Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of  the Guarantied Parties with respect thereto.  The liability of each Guarantor under this Guaranty shall be  absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect  without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by,  any circumstance or occurrence whatsoever, including without limitation, the following (whether or not  such Guarantor consents thereto or has notice thereof):     (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied  Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied  Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with  respect to, the Credit Agreement, any Specified Derivatives Contract (except Excluded Swap Obligations),  any other Loan Document or any other document, instrument or agreement evidencing or relating to any  Guarantied Obligations (collectively, the “Guarantied Documents”), or (iv) any waiver, renewal, extension,  addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any  Guarantied Document or any assignment or transfer of any Guarantied Document;     (b) any lack of validity or enforceability of any Guarantied Document or any assignment or  transfer of any Guarantied Document;     (c) any furnishing to any of the Guarantied Parties of any security for any of the Guarantied  Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of  the Guarantied Obligations;     (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor,  or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination  of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower  or any other Loan Party;    





 






3  79575533.3   (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,  liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any  other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court,  in any such proceeding;     (f) any act or failure to act by the Borrower, any other Loan Party or any other Person which  may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower, any other Loan  Party or any other Person to recover payments made under this Guaranty;     (g) any nonperfection or impairment of any security interest or other Lien on any collateral, if  any, securing in any way any of the Guarantied Obligations;     (h) any application of sums paid by the Borrower, any Loan Party or any other Person with  respect to the liabilities of any Loan Party to any of the Guarantied Parties, regardless of what liabilities of  the Borrower remain unpaid;     (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the  exercise thereof;     (j) any defense, set off, claim or counterclaim (other than indefeasible payment and  performance in full) which may at any time be available to or be asserted by any Loan Party or any other  Person against any Guarantied Party;     (k) any change in the corporate existence, structure or ownership of any Loan Party;     (l) any statement, representation or warranty made or deemed made by or on behalf of any  Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been  incorrect or misleading in any respect, or    (m) any other circumstance which might otherwise constitute a defense available to, or a  discharge of, a Guarantor hereunder (other than indefeasible payment in full or release or termination of  the obligations of any Guarantor hereunder by the Guarantied Parties pursuant to the terms of the Credit  Agreement).       Section 4.  Action with Respect to Guarantied Obligations.  The Guarantied Parties may, at any  time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging  any Guarantor from its obligations hereunder, take any and all actions described in Section 3. and may  otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including,  but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or  changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter  or supplement any Guarantied Document; (c) sell, exchange, release or otherwise deal with all, or any part,  of any collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person  liable in any manner for the payment or collection of any of the Guarantied Obligations; (e) exercise, or  refrain from exercising, any rights against the Borrower, any other Loan Party or any other Person; and (f)  apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as  the Guarantied Parties shall elect, in the case of each of the foregoing clauses (a) through (e) above, pursuant  to the terms of the Credit Agreement and the other Loan Documents.     Section 5.  Representations and Warranties.  Each Guarantor hereby makes to the Administrative  Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with  





 






4  79575533.3  respect to or in any way relating to such Guarantor in the Credit Agreement and the other Guarantied  Documents, as if the same were set forth herein in full mutatis mutandis.     Section 6.  Covenants.  Each Guarantor will comply with all covenants with which the Borrower is  to cause such Guarantor to comply under the terms of the Credit Agreement or any of the other Guarantied  Documents.     Section 7.  Waiver.  Each Guarantor, to the fullest extent permitted by Applicable Law, hereby  waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, other than  demand for payment hereunder, and any other act or thing, or omission or delay to do any other act or thing,  which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might  operate to discharge such Guarantor from its obligations hereunder.     Section 8.  Inability to Accelerate.  If the Guarantied Parties or any of them are prevented under  Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations  by reason of any automatic stay or otherwise, the Administrative Agent and/or the other Guarantied Parties  shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would  have been due had such demand or acceleration occurred.     Section 9.  Reinstatement of Guarantied Obligations.  If claim is ever made on the Administrative  Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in  payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other  Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any  court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such  claim effected by the Administrative Agent or such other Guarantied Party with any such claimant  (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor  agrees that any such judgment, decree, order, settlement or compromise shall be binding on it,  notwithstanding any revocation hereof or the cancellation of any of the Guarantied Documents, and such  Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the  amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the  Administrative Agent or such other Guarantied Party, except to the extent such amount is determined, in a  final, non-appealable judgment by a court of competent jurisdiction, to have been collected by the  Administrative Agent or such other Guarantied Party in violation of any Guarantied Document.     Section 10.  Subrogation.  Upon the making by any Guarantor of any payment hereunder for the  account of another Loan Party, such Guarantor shall be subrogated to the rights of the payee against such  Loan Party; provided, however, that such Guarantor shall not enforce any right or receive any payment by  way of subrogation or otherwise take any action in respect of any other claim or cause of action such  Guarantor may have against such Loan Party arising by reason of any payment or performance by such  Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been  indefeasibly paid and performed in full.  If any amount shall be paid to such Guarantor on account of or in  respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount  in trust for the benefit of the Guarantied Parties and shall forthwith pay such amount to the Administrative  Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in  accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral  security for any Guarantied Obligations existing.     Section 11. Payments Free and Clear.  All sums payable by each Guarantor hereunder, whether of  principal, interest, fees, expenses, premiums or otherwise, shall be paid in full, without set-off or  counterclaim or any deduction or withholding whatsoever (including any Taxes, subject to Section 3.10. of  the Credit Agreement), and if such Guarantor is required by Applicable Law or by any Governmental  





 






5  79575533.3  Authority to make any such deduction or withholding such Guarantor shall pay to the Administrative Agent  and the Lenders such additional amount as will result in the receipt by the Administrative Agent and the  Lenders of the full amount payable hereunder had such deduction or withholding not occurred or been  required.    Section 12.  Set-off.  In addition to any rights now or hereafter granted under any of the other  Guarantied Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor  hereby authorizes each Guarantied Party, each Affiliate of a Guarantied Party, and each Participant, at any  time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person,  any such notice being hereby expressly waived, but in the case of a Guarantied Party (other than the  Administrative Agent), an Affiliate of a Guarantied Party (other than the Administrative Agent), or a  Participant, subject to receipt of the prior written consent of the Administrative Agent and Requisite  Lenders, exercised in their sole discretion, to set-off and to appropriate and to apply any and all deposits  (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether  matured or unmatured) and any other indebtedness at any time held or owing by a Guarantied Party, an  Affiliate of a Guarantied Party or such Participant to or for the credit or the account of such Guarantor  against and on account of any of the Guarantied Obligations, although such obligations shall be contingent  or unmatured.  Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any  Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as  fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.     Section 13.  Subordination.  Each Guarantor hereby expressly covenants and agrees for the benefit  of the Guarantied Parties that all obligations and liabilities of any other Loan Party to such Guarantor of  whatever description, including without limitation, all intercompany receivables of such Guarantor from  any other Loan Party (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment  to all Guarantied Obligations.  If an Event of Default shall exist, then no Guarantor shall accept any direct  or indirect payment (in cash, property or securities, by setoff or otherwise) from any other Loan Party on  account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have  been indefeasibly paid in full.     Section 14.  Avoidance Provisions.  It is the intent of each Guarantor, the Administrative Agent  and the other Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder  shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such  Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable  or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including  without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or  fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the  Bankruptcy Code or otherwise.  The Applicable Laws under which the possible avoidance or  unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor  to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance  Provisions”.  Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise  be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which  such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the  Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause  the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied  Parties), to be subject to avoidance under the Avoidance Provisions.  This Section is intended solely to  preserve the rights of the Administrative Agent and the other Guarantied Parties hereunder to the maximum  extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under  the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this  Section as against the Guarantied Parties that would not otherwise be available to such Person under the  Avoidance Provisions.  





 






6  79575533.3     Section 15.  Information.  Each Guarantor assumes all responsibility for being and keeping itself  informed of the financial condition of the Borrower and the other Loan Parties, and of all other  circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature,  scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither of  the Administrative Agent nor any other Guarantied Party shall have any duty whatsoever to advise any  Guarantor of information regarding such circumstances or risks.     Section 16.  Governing Law.  THIS GUARANTY SHALL BE GOVERNED BY, AND  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH  STATE.     SECTION 17.  WAIVER OF JURY TRIAL.      (a) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE  OTHER GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES  THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG SUCH GUARANTOR, THE  ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES WOULD BE  BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN  DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT PERMITTED BY  APPLICABLE LAW, EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE  OTHER GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, HEREBY WAIVES  ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR  NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY  OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY.     (b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT  IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR  DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR  OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER GUARANTIED PARTY,  OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS  GUARANTY OR ANY OTHER GUARANTIED DOCUMENT OR THE TRANSACTIONS RELATING  HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW  YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF  THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY  THEREOF, IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF  SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,  LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK  STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH  FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN  ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE  ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER  MANNER PROVIDED BY LAW.  NOTHING IN THIS GUARANTY OR IN ANY OTHER  GUARANTIED DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE  AGENT OR ANY OTHER GUARANTIED PARTY MAY OTHERWISE HAVE TO BRING ANY  ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER GUARANTIED  DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY  JURISDICTION.  EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR  HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH  COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT  





 






7  79575533.3  FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME.  THE CHOICE OF FORUM  SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF  ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY OR  THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED  PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE  JURISDICTION.     (c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH  PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE  LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS  AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER GUARANTIED  DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE  TERMINATION OF THIS GUARANTY.     Section 18.  Loan Accounts.  The Administrative Agent and each other Guarantied Party may  maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable  with respect to the Guarantied Obligations arising under or in connection with the Loan Documents, and in  the case of any dispute relating to any of the outstanding amount, payment or receipt of any of such  Guarantied Obligations or otherwise, the entries in such books and accounts shall constitute prima facie  evidence of amounts and other matters set forth therein.  The failure of the Administrative Agent or any  other Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any  Guarantor of any of its obligations hereunder.     Section 19.  Waiver of Remedies.  No delay or failure on the part of the Administrative Agent or  any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor  hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the  Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other  or further exercise thereof or the exercise of any other such right or remedy.     Section 20.  Termination.  This Guaranty shall remain in full force and effect with respect to each  Guarantor until indefeasible payment in full of the Guarantied Obligations and the termination or  cancellation of all Guarantied Documents in accordance with their respective terms.     Section 21.  Successors and Assigns.  Each reference herein to the Administrative Agent or any  other Guarantied Party shall be deemed to include such Person’s respective successors and assigns  (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of  this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such  Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding.  The Guarantied Parties  may, in accordance with the applicable provisions of the Guarantied Documents, assign, transfer or sell any  Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without  the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s  obligations hereunder.  Subject to Section 13.9. of the Credit Agreement, each Guarantor hereby consents  to the delivery by the Administrative Agent and any other Guarantied Party to any Eligible Assignee or  Participant (or any prospective Eligible Assignee or Participant) of any financial or other information  regarding the Borrower or any Guarantor.  No Guarantor may assign or transfer its obligations hereunder  to any Person without the prior written consent of all Lenders and any such assignment or other transfer to  which all of the Lenders have not so consented shall be null and void.     Section 22.  JOINT AND SEVERAL OBLIGATIONS.  THE OBLIGATIONS OF THE  GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH  GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE  





 






8  79575533.3  “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH  OF THE OTHER GUARANTORS HEREUNDER.     Section 23.  Amendments.  This Guaranty may not be amended except in writing signed by the  Administrative Agent and each Guarantor, subject to Section 13.7. of the Credit Agreement.     Section 24.  Payments.  All payments to be made by any Guarantor pursuant to this Guaranty shall  be made in Dollars, in immediately available funds to the Administrative Agent at its Principal Office, not  later than 1:00 p.m. Central time, on the date one Business Day after demand therefor.     Section 25.  Notices.  All notices, requests and other communications hereunder shall be in writing  (including facsimile or electronic transmission or similar writing) and shall be given (a) to each Guarantor  at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied  Party at its address for notices provided for in the Guarantied Documents, as applicable, or (c) as to each  such party at such other address as such party shall designate in a written notice to the other parties.  Each  such notice, request or other communication shall be effective (i) if mailed, upon the first to occur of receipt  or the expiration of three (3) Business Days after the deposit in the United States Postal Service certified  mail, postage prepaid and addressed to the address of such party at the addresses specified; (ii) if emailed,  upon the next Business Day; provided that such notice is delivered by overnight courier on the next Business  Day following such emailed confirmation; (iii) if hand delivered or sent by overnight courier, when  delivered; or (iv) if delivered in accordance with Section 9.5. of the Credit Agreement to the extent  applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non- receipt of any communication as of the result of any change of address of which the sending party was not  notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.     Section 26.  Severability.  In case any provision of this Guaranty shall be invalid, illegal or  unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall  not in any way be affected or impaired thereby.     Section 27.  Headings.  Section headings used in this Guaranty are for convenience only and shall  not affect the construction of this Guaranty.     Section 28.  Limitation of Liability. None of the Administrative Agent, any other Guarantied  Party or any of their respective Related Parties shall have any liability with respect to, and each Guarantor  hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect,  incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of,  or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions  contemplated by this Guaranty, the Credit Agreement or any of the other Guarantied Documents.  Each  Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent or any other Guarantied  Party or any of the Administrative Agent’s or any of their respective Related Parties for punitive damages  in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit  Agreement or any of the other Guarantied Documents, or any of the transactions contemplated by thereby.     Section 29. Electronic Delivery of Certain Information.  Each Guarantor acknowledges and agrees  that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5. of the  Credit Agreement.     Section 30.  Right of Contribution.  The Guarantors hereby agree as among themselves that, if any  Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other  Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment.  The  payment obligations of any Guarantor under this Section shall be subordinate and subject in right of  





 






9  79575533.3  payment to the Guarantied Obligations until such time as the Guarantied Obligations have been indefeasibly  paid and performed in full and the Commitments have expired or terminated, and none of the Guarantors  shall exercise any right or remedy under this Section against any other Guarantor until such Obligations  have been indefeasibly paid and performed in full and the Commitments have expired or terminated.   Subject to Section 10. of this Guaranty, this Section shall not be deemed to affect any right of subrogation,  indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against any  other Loan Party in respect of any payment of Guarantied Obligations.  Notwithstanding the foregoing, all  rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such  Guarantor shall cease to be a Guarantor in accordance with the applicable provisions of the Loan  Documents.     Section 31.  Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely,  unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from  time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap  Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section  for the maximum amount of such liability that can be hereby incurred without rendering its obligations  under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent  conveyance or fraudulent transfer, and not for any greater amount).  The obligations of each Qualified ECP  Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in  accordance with Section 20. hereof.  Each Qualified ECP Guarantor intends that this Section constitute,  and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of  each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.     Section 32.  Definitions. (a) For the purposes of this Guaranty:     “Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any  other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the  amount by which the aggregate present fair salable value of all of its assets and properties exceeds the  amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and  unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by  which the aggregate present fair salable value of all assets and other properties of the Loan Parties other  than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including  contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan  Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for  purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any  Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to  have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor  as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with  such Excess Payment.     “Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any  Guarantied Obligations.    “Proceeding” means any of the following: (x) any Guarantor shall:  (i) commence a voluntary case  under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a  petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to  bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent  to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case  under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in  the immediately following subsection (z); (iv) apply for or consent to, or fail to contest in a timely and  appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or  





 






10  79575533.3  liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its  inability to pay its debts as they become due; or (vi) make a general assignment for the benefit of creditors;  (y) the board of directors (or similar  governing body) of any Guarantor or any committee thereof shall  adopt any resolution or otherwise authorize any action to approve any of the actions referred to in this  definition of “Proceeding”; or (z) a case or other proceeding shall be commenced against any Guarantor in  any court of competent jurisdiction seeking:  (i) relief under the Bankruptcy Code or other federal  bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign,  relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; or  (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any  substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii)  such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an  order granting the remedy or other relief requested in such case or proceeding (including, but not limited  to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.     “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party (including  the Borrower) that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the  relevant security interest becomes effective with respect to such Swap Obligation or such other person as  constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations  promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such  time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.     “Ratable Share” means, for any Guarantor in respect of any payment of Guarantied Obligations,  the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the  amount by which the aggregate present fair salable value of all of its assets and properties exceeds the  amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and  unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by  which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties  exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and  unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties;  provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any  payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any  such payment shall be deemed to have been a Guarantor on the date of such payment and the financial  information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such  Guarantor in connection with such payment.     (b) As used herein, “Guarantors” shall mean, as the context requires, collectively, (a) each  Loan Party identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins this  Guaranty as a Guarantor pursuant to Section 8.12. of the Credit Agreement, (c) with respect to (i) any  Specified Derivatives Obligations between any Loan Party (other than the Borrower) and any Specified  Derivatives Provider, the Borrower and (ii) the payment and performance by each other Loan Party of its  obligations under the Guaranty with respect to all Swap Obligations, the Borrower, and (d) the successors  and permitted assigns of the foregoing.     (c) Terms not otherwise defined herein are used herein with the respective meanings given  them in the Credit Agreement.      [Signatures on Following Page]  





 






Signature Page to Guaranty  79575533.3  IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of  the date and year first written above.  SAUL CENTERS, INC.  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  SAUL SUBSIDIARY I LIMITED PARTNERSHIP  By: Saul Centers, Inc., its General Partner  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  SAUL SUBSIDIARY II LIMITED PARTNERSHIP  By: Saul Centers, Inc., its General Partner  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  BRIGGS CHANEY PLAZA, LLC  By: Saul Centers, Inc., its Manager  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  





 






Signature Page to Guaranty (2021)  79575533.3  11503 ROCKVILLE PIKE LLC  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Vice President   ROCKVILLE PIKE HOLDINGS LLC  By: Saul Centers, Inc., its Manager  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  1500 ROCKVILLE PIKE LLC  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Vice President   SMALLWOOD VILLAGE CENTER LLC  By: Saul Centers, Inc., its Manager  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  WESTVIEW VILLAGE CENTER LLC  By: Saul Centers, Inc., its Manager  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Senior Vice President and Chief Financial Officer  





 






Signature Page to Guaranty (2021)  79575533.3  METRO PIKE CENTER LLC  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Vice President   THRUWAY SHOPPING CENTER LLC  By: /s/ Carlos L. Heard________________       Name:  Carlos L. Heard       Title:  Vice President   Address for Notices for all Guarantors:  c/o SAUL CENTERS, INC.  7501 Wisconsin Ave., Suite 1500 E  Bethesda, MD 20814  Attention: Carlos L. Heard   Telephone: (301) 986-7737 Email: Carlos.Heard@saulcenters.com   





 






  79575533.3  ANNEX I    FORM OF ACCESSION AGREEMENT     THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by  ______________________, a _____________ (the “New Guarantor”) in favor of WELLS FARGO BANK,  NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the  Lenders under that certain Credit Agreement dated as of August 31, 2021 (as amended, restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Saul  Holdings Limited Partnership (the “Borrower”), the financial institutions from time to time parties thereto  and their assignees under Section 13.6. thereof (the “Lenders”), the Issuing Banks from time to time parties  thereto (the “Issuing Banks”), the Administrative Agent, and the other parties thereto, for its benefit and  the benefit of the Lenders, the Issuing Banks, the Swingline Lender and the Specified Derivatives Providers  (the Administrative Agent, the Lenders, the Issuing Banks, the Swingline Lender and the Specified  Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)     WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Swingline Lender,  the Issuing Banks and the Lenders have agreed to make available to the Borrower certain financial  accommodations on the terms and conditions set forth in the Credit Agreement;     WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified  Derivatives Contracts with the Borrower and/or any other Loan Party;    WHEREAS, the New Guarantor is owned or controlled by the Borrower, or is otherwise an  Affiliate of the Borrower;     WHEREAS, the Borrower, the New Guarantor and the other Subsidiaries of the Borrower, though  separate legal entities, are mutually dependent on each other in the conduct of their respective businesses  as an integrated operation and have determined it to be in their mutual best interests to obtain financial  accommodations from the Guarantied Parties, through their collective efforts;    WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from  the Guarantied Parties making such financial accommodations available; and     WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the  Guarantied Parties continuing to make such financial accommodations.     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:     Section 1.  Accession to Guaranty.  The New Guarantor hereby agrees that it is a “Guarantor” under  that certain Guaranty dated as of August 31, 2021 (as amended, restated, supplemented or otherwise  modified from time to time, the “Guaranty”) made by each of the Guarantors party thereto for its benefit  and the benefit of the other Guarantied Parties and assumes all obligations of a “Guarantor” thereunder, all  as if the New Guarantor had been an original signatory to the Guaranty.  Without limiting the generality of  the foregoing, the New Guarantor hereby:     (a) irrevocably and unconditionally guarantees the due and punctual payment and performance  when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined  in the Guaranty);    





 






79575533.3   (b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof  each of the representations and warranties contained in Section 5. of the Guaranty as to itself as a Guarantor  and agrees to be bound by each of the covenants contained in Section 6. of the Guaranty; and     (c) consents and agrees to each provision set forth in the Guaranty.     SECTION 2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH  STATE.     Section 3.  Definitions.  Capitalized terms used herein and not otherwise defined herein shall have  their respective defined meanings given them in the Credit Agreement.      [Signatures on Next Page]    





 






79575533.3   IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly  executed and delivered by its duly authorized officers as of the date first written above.    [NEW GUARANTOR]      By: ________________________________        Name: ___________________________        Title: ____________________________        Address for Notices:    c/o SAUL CENTERS, INC.  7501 Wisconsin Ave., Suite 1500 E  Bethesda, MD 20814  Attention: Carlos L. Heard   Telephone: (301) 986-7737  Email:   Carlos.Heard@saulcenters.com       





 






  79575533.3  Accepted:    WELLS FARGO BANK, NATIONAL      ASSOCIATION,  as Administrative Agent      By:            Name:           Title: