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FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022
EXHIBIT D
FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022
GUARANTY
16th
THIS GUARANTY (this"Guaranty") is made as of this day of October, 2020 by
David Raven, a New York resident with an address of 133 Main Street, Mountaindale NY
12763 (the "Guarantor"), in favor of RealFi Real Estate Investment Trust, LLC (hereinafter
called the "Payee"), a Delaware Series Limited Liability Company at its offices at 707
Westchester Avenue, Suite 305, White Plains, New York 10604 ("Lender").
WI T N E S S E T H:
WHEREAS, Cor Holdings, LLC, a New York limited liability company with an address
at 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Robinhood Properties L.L.C.,
a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South
Middle Neck Road, Unit 5, Great Neck, NY 11021, Little Falls Garden Apartments LLC, a
New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South
Middle Neck Road, Unit 5, Great Neck, NY 110213 and Brookview Town Houses LLC, a New
York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle
Neck Road, Unit 5,Great Neck, NY 11021 (collectively the "Borrower") obtained from Lender a
loan (the "Loan") in the original principal amount of TWO MILLION TWO HUNDRED FIFTY
THOUSAND and 00/100 DOLLARS ($2,250,000.00);
WHEREAS, the Loan is evidenced, secured and guaranteed by the following documents
(collectively, the "Loan Documents"):
1. Consolidated Note of even date herewith delivered by Borrower to Lender
in the original principal amount of $2,250,000.00 (as amended from time to time, the
"Note");
2. Consolidation, Extension and Modification Agreement executed by
Borrower granting to Lender a firstlien on Borrower's fee interest in premises located at
(a) 759 East Monroe Street Extension, City of Little Falls, County of Herkimer, State of
New York, Section 115.45, Block 1, Lot 2.2; (b) 60 East Main Street,Town of Mohawk,
Village of Fonda, County of Montgomery, State of New York, Section 35.12, Block 3,
Lot 23; and (c) 97 Mettowee Street, Town and Village of Granville, County of
Washington, State of New York , Section .117.9,Block 1, Lot 32.2; and
3. Such other documents now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or guarantee
payment of the Note.
WHEREAS, the Guarantor isthe president and sole shareholder of the Borrower and, as a
result, the Guarantor will benefit from Lender's making of the Loan.
WHEREAS, Lender would not make the Loan to Borrower but for Guarantor's execution
and delivery of thisGuaranty;
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NOW THEREFORE, in consideration of the premises and of ten dollars ($10.00) in h.and
paid by Borrower to Guarantor, and for other good and valuable consideration, the receipt and
sufficiency of all of which is hereby acknowledged, and in order to induce any person or entity
who may be and become the holder of the Note to accept the same, Guarantor hereby agrees as
follows:
1. Guarantee. Guarantor hereby unconditionally, absolutely and irrevocably
guarantees, for the benefit of each and every present and future holder or holders of the Note (all
herein called "Obligees"), the full and prompt payment to Obligees at maturity (whether at the
stated maturities thereof, or by acceleration or otherwise) of the indebtedness of Borrower
evidenced by the Note, together with all other obligations and liabilitiesof Borrower under and
pursuant to the other Loan Documents, as the same or any part thereof may at any time and from
time to time be amended, modified, renewed, extended or supplemented (all of which
indebtedness, obligations and liabilities are herein called the "Indebtedness Hereby
Guaranteed"), and the full and prompt performance and observance by Borrower of all of the
warranties, covenants and agreements provided by the Note and theother Loan Documents to be
performed and observed by Borrower (herein generally called the "Obligations"); and, to this
end, Guarantor covenants and agrees to use commercially reasonable efforts to (a) take all
actions necessary to enable Borrower to pay the Indebtedness Hereby Guaranteed and observe
and perfoun each and every Obligation, and (b) to refrain from taking any action that would
prevent Borrower from paying the Indebtedness Hereby Guaranteed and observing and
performing each and every Obligation. Guarantor aclmowledges and agrees that (i) it is a
guarantor, and not a surety, of the Obligations.
2. Absolute Nature. This Guaranty is a guaranty of payment and performance and
not of collection, and is and shall be a continuing guaranty, and is and shall be binding upon
Guarantor and upon his heirs, administrators, successors, legal representatives and assigns, and
shall remain in full force and effect, and shall not be discharged, impaired, reduced or affected
by (a)the existence or continuance of any obligation on the part of Borrower on or with respect
to the Indebtedness Hereby Guaranteed, or any Obligation under the Note or the other Loan
Documents; (b) the power or authority (or any lack thereof) of Borrower to issue the Note or to
execute, acknowledge or deliver the Note or any other Loan Document; (c) the validity or
invalidity of the Note or any other Loan Document; (d) any defense whatsoever that Borrower
may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance
or observance of any of the terms, provisions, covenants and agreements contained in the Note
or other Loan Documents; (e) any limitation or exculpation of liabilityon the part of Borrower;
(f)the existence or continuance of Borrower as a legal entity; (g) the transfer of all or any part of
the collateral for the Loan to any other person or entity; (h) any sale, pledge, surrender,
indulgence, alteration, substitution, exchange, change in, increase in, extension, modification or
other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of
which Obligees are hereby expressly authorized to make from time to time without notice to
Guarantor or to any other person or entity; (i)the acceptance by Obligees, or any of them, of any
security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or
the Obligations; (j)any failure,neglect or omission on the part of Obligees, or any of them, to
realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security
therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property
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of Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of
payments or credits thereon; (k) any right, claim or offset which Guarantor may have against
Borrower; (1)any defense (other than the payment of the Indebtedness Hereby Guaranteed and
the performance of the Obligations, all in accordance with their terms) that Guarantor may or
might have to their respective undertakings, liabilitiesand obligations hereunder, each and every
such defense being hereby waived by Guarantor; (m) the release or discharge of any guarantor,
surety or anyone else who may be liable in any manner for the payment or collection of all or
any part of the Indebtedness Hereby Guaranteed or for the performance of any of the
Obligations; (n) the death, incompetency, disabilityor dissolution of any other guarantor of all or
any part of the Indebtedness Hereby Guaranteed or of any of the Obligations; or (0) the failure of
any of the Guarantor to execute this Guaranty; itbeing understood and agreed that this Guaranty,
and the undertakings, liabilitiesand obligations of Guarantor, under this Guaranty, shall not be
affected, discharged, impaired or varied by any act, omission or circumstance whatsoever
(whether or not specifically enumerated above) except the due and punctual payment of the
Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent
thereof.
3. Application of Payments. Obligees shall have the exclusive right to determine
how, when and what application of payments and credits, if any, shall be made on the
Indebtedness Hereby Guaranteed or the Obligations, or any part thereof.
4. Obligations Independent. Guarantor's liability under this Guaranty is primary,
and is independent of the obligations of any other person or entity under the Loan Documents.
There shall be no obligation on the part of any Obligee or any other person or entity at any time
to proceed against Borrower or its properties or estates, or to proceed against any other
Guarantor, or to resort to any collateral, security, property, liens or other rights or remedies
whatsoever, in order to hold Guarantor liableunder this Guaranty.
5. $o Termination. Neither the death of Guarantor nor the failure of any named
Guarantor to execute this Guaranty shall terminate this Guaranty as to any surviving Guarantor
or any executing Guarantor; and the death of any Guarantor shall not terminate this Guaranty as
to the estate of such deceased Guarantor.
6. Right of Obligees to Enforce. Obligees, or any of them, shall have the right to
enforce this Guaranty against any Guarantor for and to the full amount of the Indebtedness
Hereby Guaranteed, with or without enforcing or attempting to enforce thisGuaranty against any
other Guarantor or any security for the obligation of any of them, and whether or not proceedings
or steps are pending or have been taken or have been concluded to enforce or otherwise realize
upon the obligation or security of Borrower or any other Guarantor or any other person or entity.
7. No Subrogation. The payment of any amount or amounts by Guarantor pursuant
to their obligations hereunder shall not in any way entitle Guarantor, either at law, in equity or
otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to
any of the Indebtedness Hereby Guaranteed, or any principal or interest payments theretofore,
then or thereafter at any time made by Borrower on the hidebtedness Hereby Guaranteed, or
made by any other person or entity on behalf of Borrower, or in and to any security therefor,
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unless and until the full amount of the Indebtedness Hereby Guaranteed has been paid.
fully
Without limiting the generality of the foregoing, ifbankruptcy or reorganization proceedings are
at any time instituted by or against Borrower under the Bankruptcy Code of the United States,
"insider"
and Guarantor is an under section 101(28) of the Bankruptcy Code of the United States,
"insider-guarantor"
as now existing or as hereafter amended, and Guarantor is an under
section 547(b) of the Bankruptcy Code of the United States, as now existing or as hereafter
amended, then in any such event, such Guarantor hereby waives any right that he may have at
law, and he shall not seek recourse (by subrogation or otherwise) against, or in any manner
become creditors of, Borrower ifcalled upon to make payment to Obligees hereunder unless and
untilthe full amount of the Indebtedness Hereby Guaranteed has been fully paid.
8. No Discharge. No release or discharge of any Guarantor shall release or
discharge any other Guarantor unless and until allof the Indebtedness Hereby Guaranteed shall
have been fully paid and discharged and all Obligations shall have been fully performed; and the
failure or refusal of any Guarantor named herein to execute thisGuaranty shall not release, affect
or reduce the liabilityof any other Guarantor.
9. No Impairment. No act of commission or omission of any kind, or atany time, on
the part of any Obligee, in respect to any matter whatsoever, shall in any way affect or impair
thisGuaranty; and time is of the essence ofthis Guaranty.
10. Waiver. All diligence in collection or prosecution, and allpresentment, demand,
protest and/or notice, as to Guarantor, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness Hereby Guaranteed or of performance
or non-performance of any Obligation, and of any security and collateral therefor, and of the
acceptance of this Guaranty, and of any and allextensions of credit and indulgence hereunder,
are expressly waived by Guarantor, except to the extent otherwise specifically provided in this
Guaranty or in any other Loan Documents.
11. Assignment. Any Obligee may, without any notice whatsoever to Guarantor, sell,
assign or transfer all or any part of the Indebtedness Hereby Guaranteed, or grant participations
in the Indebtedness Hereby Guaranteed, and in any and every such event, each and every
immediate and successive assignee, transferee, holder of or participant in allor any part of the
Indebtedness Hereby Guaranteed shall have the right to enforce this Guaranty by suit or
otherwise, for the benefit of such assignee, transferee, holder or participant, as fully as if such
assignee, transferee, holder or participant were herein by name specifically given such rights,
powers and benefits;provided that, in the event of any such sale, assignment, transfer or grant of
participation, the seller,assignor, transferor or grantor shall have an unimpaired right, prior and
superior to any such buyer, assignee, transferee or grantee, to enforce this Guaranty with respect
to any part of the Indebtedness Hereby Guaranteed retained by such seller,assignor, transferor or
grantor.
12. Representations and Warranties. Guarantor hereby represents and warrants as
follows:
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(a) Guarantor has full power and lawful authority to execute, deliver and
perform his obligations under this Guaranty.
(b) Guarantor has duly executed and delivered thisGuaranty.
(c) This Guaranty constitutes the legal, valid and binding agreement of
Guarantor, and is enforceable against Guarantor in accordance with the terms of thisGuaranty,
subject only to laws of general applicability affecting the rights of creditors generally and to
general equitable principles.
(d) The execution and delivery by Guarantor of this Guaranty, and the
perfonnance and observance by Guarantor of the terms of this Guaranty, do not contravene any
provision of existing law or regulation, and do not and will not conflict with or result in any
breach of the terms, conditions or provisions of, or constitute a default under, any agreement to
which Guarantor is a party or by which Guarantor or any ofhis properties isbound.
(e) No condition, event or circumstance exists that would prevent Guarantor
from complying with and performing the provisions of thisGuaranty.
(f) No representation, warranty or agreement of Guarantor, and no statement
contained in any schedule, certificate,list,financial statement or other document furnished to
Lender by or on behalf of Guarantor, contains or will contain any untrue statement of a material
fact or omits, or will omit, a material fact necessary to make the statements contained herein or
therein not misleading.
(g) Guarantor is notin material default under any other contract, agreement or
obligation to which Guarantor is a party or by which Guarantor is bound; and no event has
occurred, which by itsnature, the passage of time or otherwise would constitute a default or an
Event of Default under any other contract, agreement or obligation to which Guarantor is apa1ty
or by which any of the Guarantor is bound that could reasonably be expected to have a material
adverse effect on the ability of Guarantor to perform his obligations under this Guaranty.
(h) No further approval, consent, order or authorization of, or designation,
registration, declaration or filing with, any governmental authority is required in connection with
the valid execution and delivery of this Guaranty by Guarantor.
(i) There is no pending, or to the best of Guarantor's knowledge threatened,
proceeding before any court or any arbitrator or any governmental authority, department,
commission, board, bureau, agency or instrumentality that could materially interfere with or
enjoin the enforceability of this Guaranty, or that could reasonably be expected to materially
adversely affect the financial condition or assets of Guarantor or that could reasonably be
expected to materially impair the ability of Guarantor to perform his obligations under this
Guaranty, other than certain lawsuit against him by KNR Construction which has been disclosed
to Lender..
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(j) There is no pending, or to the best of Guarantor's imowledge threatened,
banicuptcy or like proceeding against or involving Guarantor under the Bankruptcy Code of the
United State or any chapter thereof or any likestatute, stateor federal.
(k) There isno outstanding judgment, decree ororder that could reasonably be
expected to affect the validity or enforceability of this Guaranty, or that could reasonably be
expected to materially adversely affect the financial condition or assets of Guarantor.
(1) All financial statements of Guarantor submitted to Lender are true,correct,
and complete in allmaterial respects as of the dates specified, in conformity with accounting
principles consistently applied, and no material adverse change has occurred in the financial
condition of Guarantor since the dates of the financial statements.
13. Financial Statements. Guarantor shall deliver to Obligees annually as soon as
available, and in any event within ninety (90) days afterthe close of each calendar year, a copy
of his financial statement (including a balance sheet and an income statement) as of the close of
such calendar year, in conformity with generally accepted accounting principles, consistently
applied, allin reasonable detail,and stating in comparative form the figures as of the end of and
for such calendar year and the figures as of the end of and for the prior calendar year.
Concurrently with the delivery Guarantor of the foregoing financial statement, Guarantor shall
deliver to Obligees a certificate of such Guarantor certifying thatsuch Guarantor is,as of the
close of the calendar year, in compliance with all of the provisions of this Guaranty, or, ifsuch
Guarantor is not in compliance, setting forth the nature of such non-compliance.
14. Binding Effect. This Guaranty, and each and every part hereof, shallbe binding
upon Guarantor and upon the heirs, administrators, legal representatives, successors and assigns
of Guarantor, and shall inure to the benefit of each and every future holder of the Note or any
interest in the Indebtedness Hereby Guaranteed.
15. Reliance. The delivery of this Guaranty for value to any person shall, without
more, constitute conclusive evidence of the acceptance of this Guaranty and of the reliance on
this Guaranty by each and every from time to time holder of the Note or any interest in the
Indebtedness.Hereby Guaranteed.
16. Gender and Number. As used herein, the masculine gender shall include the
feminine, and the singular case shall include the plural and the plural the singular, wherever the
same may be applicable.
17. No Limitation. Unless specifically limited by endorsement hereon, the obligation
and liability of Guarantor shall for all purposes be liabilityfor all of the Indebtedness Hereby
Guaranteed; but ifby specific endorsement hereon, the obligation and liabilityof Guarantor shall
be limited to an amount (herein called the "Guaranteed Amount") less than the entire
Indebtedness Hereby Guaranteed (the portion of the Indebtedness Hereby Guaranteed in excess
of the Guaranteed Amount being herein called the "Remaining Amount"), then and in such
event: (a) Alternate Payments (as hereinafter defined) shall be applied pro tanto to the
Remaining Amount until the Remaining Amount shall have been paid in full prior to any
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application of any Alternate Payment upon any Guaranteed Amount; (b) in any calculation of the
Guaranteed Amount for which any Guarantor is liable,the Indebtedness Hereby Guaranteed
shall be determined as if no Alternate Payments had then or theretofore been made; and for
(c)
Payments"
the purposes hereof, the tenn "Alternate shall mean any of the following which may
be applied upon the Indebtedness Hereby Guaranteed: (i)proceeds of insurance (both casualty
insurance upon any property encumbered to secure the Indebtedness Hereby Guaranteed and
proceeds of any life insurance policy assigned as collateral for the Indebtedness Hereby
Guaranteed); (ii)awards, compensation or damages consequent upon any condemnation or
taking by any process of eminent domain or a conveyance in lieu thereof of any property
encumbered to secure the Indebtedness Hereby Guaranteed; or (iii)proceeds of any sale of
collateral or security given as security for the Indebtedness Hereby Guaranteed.
18. Bankruptcy or Reorganization. Notwithstanding any modification, discharge or
extension of the Indebtedness Hereby Guaranteed or any amendment, modification, stay or cure
Obligees'
of rights under the Note or other Loan Documents that may occur in any bankruptcy or
reorganization case or proceeding affecting Borrower, whether permanent or temporary, and
whether or not assented to by Obligees, Guarantor hereby agrees that, he shall be obligated
hereunder to pay the Indebtedness Hereby Guaranteed and discharge the other Obligations in
accordance with the terms of the Note and other Loan Documents and the terms of this Guaranty
as in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this
Guaranty he has specifically assumed any and allrisks of a bankruptcy or reorganization case or
proceeding affecting Borrower; and, as an example and not by way of limitation, a subsequent
modification of the Note or other Loan Documents in any reorganization case concerning
Borrower, shall not affect the obligation of Guarantor to pay the Note and all other Indebtedness
Hereby Guaranteed and to perform and observe all Obligations in accordance with the original
tenns thereof.
19. Return or Rescission of Payment. Guarantor hereby agrees that if atany time all
or any part of any payment theretofore applied by any of Obligees to any Indebtedness Hereby
Guaranteed is rescinded or returned by any of Obligees for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy, liquidation or reorganization of any party), the
Indebtedness Hereby Guaranteed shall, for the purposes of this Guaranty, be deemed to have
continued in existence to the extent of such payment, notwithstanding such application by any of
Obligees, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as
to the Indebtedness Hereby Guaranteed, all as though such application by any of Obligees had
not been made.
20. Costs and Expenses. In addition to allother amounts payable by Guarantor under
this Guaranty, Guarantor hereby agrees to pay to Obligees, upon demand, any and all costs and
attorneys'
expenses, including court costs and reasonable fees and expenses (including, without
limitation, fees and expenses of internal counsel) that Obligees or any of them may incur, in
preparing to enforce, or in enforcing, the obligations of Guarantor under this Guaranty, or in
preparing to collect, or in collecting, the Indebtedness Hereby Guaranteed, in each case whether
or not suit or action is filed.In the event of a dispute hereunder, the prevailing party shall be
entitled to legal fees.
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21. Governing Law. Guarantor hereby acknowledges, consents and agrees that the
validity of thisAgreement, itsconstruction, interpretation and enforcement, and the rights of all
parties mentioned herein shall be govemed by the laws of the State of New York (the
"Governing State") and interpreted and construed in accordance with such laws, without
giving
effect to conflict of laws principles.
22. Consent to Jurisdiction. Guarantor hereby irrevocably and unconditionally
submits to the non-exclusive personal jurisdiction of the courts of the Governing State and the
United States District Court applicable to Guarantor's address in Westchester County, NY and
irrevocably and unconditionally stipulates and agrees that the courts of the Governing State and
such United States District Court shall have jurisdiction to hear and finally determine any
dispute, claim, controversy or action arising out of or connected (directly or indirectly) with this
Guaranty or the other Loan Documents, subject to rights of appeal available under applicable
law; and Guarantor hereby waives any objection which Guarantor may have at any time to the
laying of venue of any suit,action or proceeding arising out of or relating to this Guaranty or the
other Loan Documents brought in any such court, and hereby waive any claim that such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.
Guarantor hereby agrees that final judgments in any action or proceedings shall be conclusive
and may be enforced in any other jurisdiction by suiton the judgment or in any other manner
provided by law. Nothing in thisGuaranty shall affect the right of Obligees to bring an action or
proceeding against Guarantor or his property in the courts of any other jurisdiction. To the
extent that Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of
any court from any legal process (whether through service or notice, attachment prior to
judgment, attachment and aid of execution, execution or otherwise) with respect to the
Guarantor's property, Guarantor hereby unconditionally and inevocably waives such immunity
in respect of his obligations under this Guaranty and the other Loan Documents.
23. Waiver of Jury Trial. GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON THIS GUARANTY, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE OTHER LOAN
DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BORROWER,
GUARANTOR OR OBLIGEES, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR
LENDER TO ACCEPT THIS GUARANTY AND TO MAIR THE LOAN EVIDENCED BY
THE NOTE.
24. Rights of Set-Off. To secure payment of the Indebtedness Hereby Guaranteed,
Guarantor hereby grants to Obligees a security interest in all property of Guarantor delivered to
Lender concurrently with this Guaranty or now or at any time hereafter in the possession of
Obligees, together with all proceeds of such property. Obligees shall have the rights and
remedies of a secured party under the Uniform Commercial Code with respect to all of said
property, including, without limitation, the right to sell or otherwise dispose of such property.
Obligees may, without notice or demand, apply and set off any and all deposits, credits,
accounts, monies or other amounts at any time held by or due from Obligees to or for the credit
or account of Guarantor against any and allobligations of Guarantor under this Guaranty. Any
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notification of intended disposition of any property required by law shall be deemed reasonably
and properly given if given at least five (5) calendar days prior to such disposition. Guarantor
agrees to execute and deliver to Obligees such additional documents as Obligees request to
may
perfect any security interestsgranted by Guarantor in this Guaranty.
25. Non-Waiver. The failure of Obligees to enforce any right or remedy under this
Guaranty, or to promptly enforce any right or remedy under this Guaranty, shall not constitute a
waiver of such right or remedy, and shall not give rise to any estoppel against Obligees, and shall
not excuse Guarantor from his obligations under this Guaranty. Any waiver by Obligees of any
of their rights or remedies under this Guaranty must be in writing and signed by Obligees to be
effective.
26. Headings. The headings used in this Guaranty are for convenient reference only,
and shall not to any extent have the effect of modifying, amending or changing the express terms
and provisions of this Guaranty.
"herein," "hereof" "hereunder"
27. Particular Words. The words or and other words
of similar import refer to this Guaranty as a whole and not to any particular section of this
Guaranty unless stated otherwise in this Guaranty.
28. Severability. Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Guaranty shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Guaranty.
29. Notices. Each notice permitted or required pursuant to this Guaranty shall be in
writing and shall be deemed to have been properly given (a)upon delivery, ifdelivered in person
or sent by facsimile with receipt acknowledged; (b) on the third business day following the day
such notice is deposited in any United States post office or letter box ifmailed by certified mail,
return receipt requested, postage prepaid; or (c) on the firstbusiness day following the day such
notice isdelivered to a nationally-recognized overnight courier service and addressed to the party
to whom such notice is intended, as set forth below:
To Obligees: RealFi Real Estate Investment Trust, LLC
35 Mason Street
Greenwich, CT 06830
With a copy to: Neil A. Alexander, Esq.
Cuddy & Feder LLP
14th
445 Hamilton Avenue, Floor
White Plains, New York 10601
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FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 EXHIBIT D FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 GUARANTY 16th THIS GUARANTY (this"Guaranty") is made as of this day of October, 2020 by David Raven, a New York resident with an address of 133 Main Street, Mountaindale NY 12763 (the "Guarantor"), in favor of RealFi Real Estate Investment Trust, LLC (hereinafter called the "Payee"), a Delaware Series Limited Liability Company at its offices at 707 Westchester Avenue, Suite 305, White Plains, New York 10604 ("Lender"). WI T N E S S E T H: WHEREAS, Cor Holdings, LLC, a New York limited liability company with an address at 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Robinhood Properties L.L.C., a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Little Falls Garden Apartments LLC, a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 110213 and Brookview Town Houses LLC, a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle Neck Road, Unit 5,Great Neck, NY 11021 (collectively the "Borrower") obtained from Lender a loan (the "Loan") in the original principal amount of TWO MILLION TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($2,250,000.00); WHEREAS, the Loan is evidenced, secured and guaranteed by the following documents (collectively, the "Loan Documents"): 1. Consolidated Note of even date herewith delivered by Borrower to Lender in the original principal amount of $2,250,000.00 (as amended from time to time, the "Note"); 2. Consolidation, Extension and Modification Agreement executed by Borrower granting to Lender a firstlien on Borrower's fee interest in premises located at (a) 759 East Monroe Street Extension, City of Little Falls, County of Herkimer, State of New York, Section 115.45, Block 1, Lot 2.2; (b) 60 East Main Street,Town of Mohawk, Village of Fonda, County of Montgomery, State of New York, Section 35.12, Block 3, Lot 23; and (c) 97 Mettowee Street, Town and Village of Granville, County of Washington, State of New York , Section .117.9,Block 1, Lot 32.2; and 3. Such other documents now or hereafter executed by Borrower and/or others and by or in favor of Lender, which wholly or partially secure or guarantee payment of the Note. WHEREAS, the Guarantor isthe president and sole shareholder of the Borrower and, as a result, the Guarantor will benefit from Lender's making of the Loan. WHEREAS, Lender would not make the Loan to Borrower but for Guarantor's execution and delivery of thisGuaranty; 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 NOW THEREFORE, in consideration of the premises and of ten dollars ($10.00) in h.and paid by Borrower to Guarantor, and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, and in order to induce any person or entity who may be and become the holder of the Note to accept the same, Guarantor hereby agrees as follows: 1. Guarantee. Guarantor hereby unconditionally, absolutely and irrevocably guarantees, for the benefit of each and every present and future holder or holders of the Note (all herein called "Obligees"), the full and prompt payment to Obligees at maturity (whether at the stated maturities thereof, or by acceleration or otherwise) of the indebtedness of Borrower evidenced by the Note, together with all other obligations and liabilitiesof Borrower under and pursuant to the other Loan Documents, as the same or any part thereof may at any time and from time to time be amended, modified, renewed, extended or supplemented (all of which indebtedness, obligations and liabilities are herein called the "Indebtedness Hereby Guaranteed"), and the full and prompt performance and observance by Borrower of all of the warranties, covenants and agreements provided by the Note and theother Loan Documents to be performed and observed by Borrower (herein generally called the "Obligations"); and, to this end, Guarantor covenants and agrees to use commercially reasonable efforts to (a) take all actions necessary to enable Borrower to pay the Indebtedness Hereby Guaranteed and observe and perfoun each and every Obligation, and (b) to refrain from taking any action that would prevent Borrower from paying the Indebtedness Hereby Guaranteed and observing and performing each and every Obligation. Guarantor aclmowledges and agrees that (i) it is a guarantor, and not a surety, of the Obligations. 2. Absolute Nature. This Guaranty is a guaranty of payment and performance and not of collection, and is and shall be a continuing guaranty, and is and shall be binding upon Guarantor and upon his heirs, administrators, successors, legal representatives and assigns, and shall remain in full force and effect, and shall not be discharged, impaired, reduced or affected by (a)the existence or continuance of any obligation on the part of Borrower on or with respect to the Indebtedness Hereby Guaranteed, or any Obligation under the Note or the other Loan Documents; (b) the power or authority (or any lack thereof) of Borrower to issue the Note or to execute, acknowledge or deliver the Note or any other Loan Document; (c) the validity or invalidity of the Note or any other Loan Document; (d) any defense whatsoever that Borrower may or might have to the payment of the Indebtedness Hereby Guaranteed or to the performance or observance of any of the terms, provisions, covenants and agreements contained in the Note or other Loan Documents; (e) any limitation or exculpation of liabilityon the part of Borrower; (f)the existence or continuance of Borrower as a legal entity; (g) the transfer of all or any part of the collateral for the Loan to any other person or entity; (h) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, change in, increase in, extension, modification or other disposition of any of the Indebtedness Hereby Guaranteed, or any of the Obligations, all of which Obligees are hereby expressly authorized to make from time to time without notice to Guarantor or to any other person or entity; (i)the acceptance by Obligees, or any of them, of any security for, or other guarantors upon, all or any part of the Indebtedness Hereby Guaranteed or the Obligations; (j)any failure,neglect or omission on the part of Obligees, or any of them, to realize or protect any of the Indebtedness Hereby Guaranteed or any collateral or security therefor, or to exercise any lien upon or right or appropriation of any moneys, credits or property 2 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 of Borrower toward the liquidation of the Indebtedness Hereby Guaranteed or any application of payments or credits thereon; (k) any right, claim or offset which Guarantor may have against Borrower; (1)any defense (other than the payment of the Indebtedness Hereby Guaranteed and the performance of the Obligations, all in accordance with their terms) that Guarantor may or might have to their respective undertakings, liabilitiesand obligations hereunder, each and every such defense being hereby waived by Guarantor; (m) the release or discharge of any guarantor, surety or anyone else who may be liable in any manner for the payment or collection of all or any part of the Indebtedness Hereby Guaranteed or for the performance of any of the Obligations; (n) the death, incompetency, disabilityor dissolution of any other guarantor of all or any part of the Indebtedness Hereby Guaranteed or of any of the Obligations; or (0) the failure of any of the Guarantor to execute this Guaranty; itbeing understood and agreed that this Guaranty, and the undertakings, liabilitiesand obligations of Guarantor, under this Guaranty, shall not be affected, discharged, impaired or varied by any act, omission or circumstance whatsoever (whether or not specifically enumerated above) except the due and punctual payment of the Indebtedness Hereby Guaranteed and performance of the Obligations, and then only to the extent thereof. 3. Application of Payments. Obligees shall have the exclusive right to determine how, when and what application of payments and credits, if any, shall be made on the Indebtedness Hereby Guaranteed or the Obligations, or any part thereof. 4. Obligations Independent. Guarantor's liability under this Guaranty is primary, and is independent of the obligations of any other person or entity under the Loan Documents. There shall be no obligation on the part of any Obligee or any other person or entity at any time to proceed against Borrower or its properties or estates, or to proceed against any other Guarantor, or to resort to any collateral, security, property, liens or other rights or remedies whatsoever, in order to hold Guarantor liableunder this Guaranty. 5. $o Termination. Neither the death of Guarantor nor the failure of any named Guarantor to execute this Guaranty shall terminate this Guaranty as to any surviving Guarantor or any executing Guarantor; and the death of any Guarantor shall not terminate this Guaranty as to the estate of such deceased Guarantor. 6. Right of Obligees to Enforce. Obligees, or any of them, shall have the right to enforce this Guaranty against any Guarantor for and to the full amount of the Indebtedness Hereby Guaranteed, with or without enforcing or attempting to enforce thisGuaranty against any other Guarantor or any security for the obligation of any of them, and whether or not proceedings or steps are pending or have been taken or have been concluded to enforce or otherwise realize upon the obligation or security of Borrower or any other Guarantor or any other person or entity. 7. No Subrogation. The payment of any amount or amounts by Guarantor pursuant to their obligations hereunder shall not in any way entitle Guarantor, either at law, in equity or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Indebtedness Hereby Guaranteed, or any principal or interest payments theretofore, then or thereafter at any time made by Borrower on the hidebtedness Hereby Guaranteed, or made by any other person or entity on behalf of Borrower, or in and to any security therefor, 3 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 unless and until the full amount of the Indebtedness Hereby Guaranteed has been paid. fully Without limiting the generality of the foregoing, ifbankruptcy or reorganization proceedings are at any time instituted by or against Borrower under the Bankruptcy Code of the United States, "insider" and Guarantor is an under section 101(28) of the Bankruptcy Code of the United States, "insider-guarantor" as now existing or as hereafter amended, and Guarantor is an under section 547(b) of the Bankruptcy Code of the United States, as now existing or as hereafter amended, then in any such event, such Guarantor hereby waives any right that he may have at law, and he shall not seek recourse (by subrogation or otherwise) against, or in any manner become creditors of, Borrower ifcalled upon to make payment to Obligees hereunder unless and untilthe full amount of the Indebtedness Hereby Guaranteed has been fully paid. 8. No Discharge. No release or discharge of any Guarantor shall release or discharge any other Guarantor unless and until allof the Indebtedness Hereby Guaranteed shall have been fully paid and discharged and all Obligations shall have been fully performed; and the failure or refusal of any Guarantor named herein to execute thisGuaranty shall not release, affect or reduce the liabilityof any other Guarantor. 9. No Impairment. No act of commission or omission of any kind, or atany time, on the part of any Obligee, in respect to any matter whatsoever, shall in any way affect or impair thisGuaranty; and time is of the essence ofthis Guaranty. 10. Waiver. All diligence in collection or prosecution, and allpresentment, demand, protest and/or notice, as to Guarantor, of dishonor and of default and of non-payment and of the creation and existence of any and all of the Indebtedness Hereby Guaranteed or of performance or non-performance of any Obligation, and of any security and collateral therefor, and of the acceptance of this Guaranty, and of any and allextensions of credit and indulgence hereunder, are expressly waived by Guarantor, except to the extent otherwise specifically provided in this Guaranty or in any other Loan Documents. 11. Assignment. Any Obligee may, without any notice whatsoever to Guarantor, sell, assign or transfer all or any part of the Indebtedness Hereby Guaranteed, or grant participations in the Indebtedness Hereby Guaranteed, and in any and every such event, each and every immediate and successive assignee, transferee, holder of or participant in allor any part of the Indebtedness Hereby Guaranteed shall have the right to enforce this Guaranty by suit or otherwise, for the benefit of such assignee, transferee, holder or participant, as fully as if such assignee, transferee, holder or participant were herein by name specifically given such rights, powers and benefits;provided that, in the event of any such sale, assignment, transfer or grant of participation, the seller,assignor, transferor or grantor shall have an unimpaired right, prior and superior to any such buyer, assignee, transferee or grantee, to enforce this Guaranty with respect to any part of the Indebtedness Hereby Guaranteed retained by such seller,assignor, transferor or grantor. 12. Representations and Warranties. Guarantor hereby represents and warrants as follows: 4 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 (a) Guarantor has full power and lawful authority to execute, deliver and perform his obligations under this Guaranty. (b) Guarantor has duly executed and delivered thisGuaranty. (c) This Guaranty constitutes the legal, valid and binding agreement of Guarantor, and is enforceable against Guarantor in accordance with the terms of thisGuaranty, subject only to laws of general applicability affecting the rights of creditors generally and to general equitable principles. (d) The execution and delivery by Guarantor of this Guaranty, and the perfonnance and observance by Guarantor of the terms of this Guaranty, do not contravene any provision of existing law or regulation, and do not and will not conflict with or result in any breach of the terms, conditions or provisions of, or constitute a default under, any agreement to which Guarantor is a party or by which Guarantor or any ofhis properties isbound. (e) No condition, event or circumstance exists that would prevent Guarantor from complying with and performing the provisions of thisGuaranty. (f) No representation, warranty or agreement of Guarantor, and no statement contained in any schedule, certificate,list,financial statement or other document furnished to Lender by or on behalf of Guarantor, contains or will contain any untrue statement of a material fact or omits, or will omit, a material fact necessary to make the statements contained herein or therein not misleading. (g) Guarantor is notin material default under any other contract, agreement or obligation to which Guarantor is a party or by which Guarantor is bound; and no event has occurred, which by itsnature, the passage of time or otherwise would constitute a default or an Event of Default under any other contract, agreement or obligation to which Guarantor is apa1ty or by which any of the Guarantor is bound that could reasonably be expected to have a material adverse effect on the ability of Guarantor to perform his obligations under this Guaranty. (h) No further approval, consent, order or authorization of, or designation, registration, declaration or filing with, any governmental authority is required in connection with the valid execution and delivery of this Guaranty by Guarantor. (i) There is no pending, or to the best of Guarantor's knowledge threatened, proceeding before any court or any arbitrator or any governmental authority, department, commission, board, bureau, agency or instrumentality that could materially interfere with or enjoin the enforceability of this Guaranty, or that could reasonably be expected to materially adversely affect the financial condition or assets of Guarantor or that could reasonably be expected to materially impair the ability of Guarantor to perform his obligations under this Guaranty, other than certain lawsuit against him by KNR Construction which has been disclosed to Lender.. 5 45948 18.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 (j) There is no pending, or to the best of Guarantor's imowledge threatened, banicuptcy or like proceeding against or involving Guarantor under the Bankruptcy Code of the United State or any chapter thereof or any likestatute, stateor federal. (k) There isno outstanding judgment, decree ororder that could reasonably be expected to affect the validity or enforceability of this Guaranty, or that could reasonably be expected to materially adversely affect the financial condition or assets of Guarantor. (1) All financial statements of Guarantor submitted to Lender are true,correct, and complete in allmaterial respects as of the dates specified, in conformity with accounting principles consistently applied, and no material adverse change has occurred in the financial condition of Guarantor since the dates of the financial statements. 13. Financial Statements. Guarantor shall deliver to Obligees annually as soon as available, and in any event within ninety (90) days afterthe close of each calendar year, a copy of his financial statement (including a balance sheet and an income statement) as of the close of such calendar year, in conformity with generally accepted accounting principles, consistently applied, allin reasonable detail,and stating in comparative form the figures as of the end of and for such calendar year and the figures as of the end of and for the prior calendar year. Concurrently with the delivery Guarantor of the foregoing financial statement, Guarantor shall deliver to Obligees a certificate of such Guarantor certifying thatsuch Guarantor is,as of the close of the calendar year, in compliance with all of the provisions of this Guaranty, or, ifsuch Guarantor is not in compliance, setting forth the nature of such non-compliance. 14. Binding Effect. This Guaranty, and each and every part hereof, shallbe binding upon Guarantor and upon the heirs, administrators, legal representatives, successors and assigns of Guarantor, and shall inure to the benefit of each and every future holder of the Note or any interest in the Indebtedness Hereby Guaranteed. 15. Reliance. The delivery of this Guaranty for value to any person shall, without more, constitute conclusive evidence of the acceptance of this Guaranty and of the reliance on this Guaranty by each and every from time to time holder of the Note or any interest in the Indebtedness.Hereby Guaranteed. 16. Gender and Number. As used herein, the masculine gender shall include the feminine, and the singular case shall include the plural and the plural the singular, wherever the same may be applicable. 17. No Limitation. Unless specifically limited by endorsement hereon, the obligation and liability of Guarantor shall for all purposes be liabilityfor all of the Indebtedness Hereby Guaranteed; but ifby specific endorsement hereon, the obligation and liabilityof Guarantor shall be limited to an amount (herein called the "Guaranteed Amount") less than the entire Indebtedness Hereby Guaranteed (the portion of the Indebtedness Hereby Guaranteed in excess of the Guaranteed Amount being herein called the "Remaining Amount"), then and in such event: (a) Alternate Payments (as hereinafter defined) shall be applied pro tanto to the Remaining Amount until the Remaining Amount shall have been paid in full prior to any 6 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 application of any Alternate Payment upon any Guaranteed Amount; (b) in any calculation of the Guaranteed Amount for which any Guarantor is liable,the Indebtedness Hereby Guaranteed shall be determined as if no Alternate Payments had then or theretofore been made; and for (c) Payments" the purposes hereof, the tenn "Alternate shall mean any of the following which may be applied upon the Indebtedness Hereby Guaranteed: (i)proceeds of insurance (both casualty insurance upon any property encumbered to secure the Indebtedness Hereby Guaranteed and proceeds of any life insurance policy assigned as collateral for the Indebtedness Hereby Guaranteed); (ii)awards, compensation or damages consequent upon any condemnation or taking by any process of eminent domain or a conveyance in lieu thereof of any property encumbered to secure the Indebtedness Hereby Guaranteed; or (iii)proceeds of any sale of collateral or security given as security for the Indebtedness Hereby Guaranteed. 18. Bankruptcy or Reorganization. Notwithstanding any modification, discharge or extension of the Indebtedness Hereby Guaranteed or any amendment, modification, stay or cure Obligees' of rights under the Note or other Loan Documents that may occur in any bankruptcy or reorganization case or proceeding affecting Borrower, whether permanent or temporary, and whether or not assented to by Obligees, Guarantor hereby agrees that, he shall be obligated hereunder to pay the Indebtedness Hereby Guaranteed and discharge the other Obligations in accordance with the terms of the Note and other Loan Documents and the terms of this Guaranty as in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this Guaranty he has specifically assumed any and allrisks of a bankruptcy or reorganization case or proceeding affecting Borrower; and, as an example and not by way of limitation, a subsequent modification of the Note or other Loan Documents in any reorganization case concerning Borrower, shall not affect the obligation of Guarantor to pay the Note and all other Indebtedness Hereby Guaranteed and to perform and observe all Obligations in accordance with the original tenns thereof. 19. Return or Rescission of Payment. Guarantor hereby agrees that if atany time all or any part of any payment theretofore applied by any of Obligees to any Indebtedness Hereby Guaranteed is rescinded or returned by any of Obligees for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of any party), the Indebtedness Hereby Guaranteed shall, for the purposes of this Guaranty, be deemed to have continued in existence to the extent of such payment, notwithstanding such application by any of Obligees, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to the Indebtedness Hereby Guaranteed, all as though such application by any of Obligees had not been made. 20. Costs and Expenses. In addition to allother amounts payable by Guarantor under this Guaranty, Guarantor hereby agrees to pay to Obligees, upon demand, any and all costs and attorneys' expenses, including court costs and reasonable fees and expenses (including, without limitation, fees and expenses of internal counsel) that Obligees or any of them may incur, in preparing to enforce, or in enforcing, the obligations of Guarantor under this Guaranty, or in preparing to collect, or in collecting, the Indebtedness Hereby Guaranteed, in each case whether or not suit or action is filed.In the event of a dispute hereunder, the prevailing party shall be entitled to legal fees. 7 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 21. Governing Law. Guarantor hereby acknowledges, consents and agrees that the validity of thisAgreement, itsconstruction, interpretation and enforcement, and the rights of all parties mentioned herein shall be govemed by the laws of the State of New York (the "Governing State") and interpreted and construed in accordance with such laws, without giving effect to conflict of laws principles. 22. Consent to Jurisdiction. Guarantor hereby irrevocably and unconditionally submits to the non-exclusive personal jurisdiction of the courts of the Governing State and the United States District Court applicable to Guarantor's address in Westchester County, NY and irrevocably and unconditionally stipulates and agrees that the courts of the Governing State and such United States District Court shall have jurisdiction to hear and finally determine any dispute, claim, controversy or action arising out of or connected (directly or indirectly) with this Guaranty or the other Loan Documents, subject to rights of appeal available under applicable law; and Guarantor hereby waives any objection which Guarantor may have at any time to the laying of venue of any suit,action or proceeding arising out of or relating to this Guaranty or the other Loan Documents brought in any such court, and hereby waive any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor hereby agrees that final judgments in any action or proceedings shall be conclusive and may be enforced in any other jurisdiction by suiton the judgment or in any other manner provided by law. Nothing in thisGuaranty shall affect the right of Obligees to bring an action or proceeding against Guarantor or his property in the courts of any other jurisdiction. To the extent that Guarantor has acquired or hereafter may acquire any immunity from jurisdiction of any court from any legal process (whether through service or notice, attachment prior to judgment, attachment and aid of execution, execution or otherwise) with respect to the Guarantor's property, Guarantor hereby unconditionally and inevocably waives such immunity in respect of his obligations under this Guaranty and the other Loan Documents. 23. Waiver of Jury Trial. GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS GUARANTY, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BORROWER, GUARANTOR OR OBLIGEES, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR LENDER TO ACCEPT THIS GUARANTY AND TO MAIR THE LOAN EVIDENCED BY THE NOTE. 24. Rights of Set-Off. To secure payment of the Indebtedness Hereby Guaranteed, Guarantor hereby grants to Obligees a security interest in all property of Guarantor delivered to Lender concurrently with this Guaranty or now or at any time hereafter in the possession of Obligees, together with all proceeds of such property. Obligees shall have the rights and remedies of a secured party under the Uniform Commercial Code with respect to all of said property, including, without limitation, the right to sell or otherwise dispose of such property. Obligees may, without notice or demand, apply and set off any and all deposits, credits, accounts, monies or other amounts at any time held by or due from Obligees to or for the credit or account of Guarantor against any and allobligations of Guarantor under this Guaranty. Any 8 45948 I 8.v3 FILED: MONTGOMERY COUNTY CLERK 09/13/2022 04:11 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 09/13/2022 notification of intended disposition of any property required by law shall be deemed reasonably and properly given if given at least five (5) calendar days prior to such disposition. Guarantor agrees to execute and deliver to Obligees such additional documents as Obligees request to may perfect any security interestsgranted by Guarantor in this Guaranty. 25. Non-Waiver. The failure of Obligees to enforce any right or remedy under this Guaranty, or to promptly enforce any right or remedy under this Guaranty, shall not constitute a waiver of such right or remedy, and shall not give rise to any estoppel against Obligees, and shall not excuse Guarantor from his obligations under this Guaranty. Any waiver by Obligees of any of their rights or remedies under this Guaranty must be in writing and signed by Obligees to be effective. 26. Headings. The headings used in this Guaranty are for convenient reference only, and shall not to any extent have the effect of modifying, amending or changing the express terms and provisions of this Guaranty. "herein," "hereof" "hereunder" 27. Particular Words. The words or and other words of similar import refer to this Guaranty as a whole and not to any particular section of this Guaranty unless stated otherwise in this Guaranty. 28. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 29. Notices. Each notice permitted or required pursuant to this Guaranty shall be in writing and shall be deemed to have been properly given (a)upon delivery, ifdelivered in person or sent by facsimile with receipt acknowledged; (b) on the third business day following the day such notice is deposited in any United States post office or letter box ifmailed by certified mail, return receipt requested, postage prepaid; or (c) on the firstbusiness day following the day such notice isdelivered to a nationally-recognized overnight courier service and addressed to the party to whom such notice is intended, as set forth below: To Obligees: RealFi Real Estate Investment Trust, LLC 35 Mason Street Greenwich, CT 06830 With a copy to: Neil A. Alexander, Esq. Cuddy & Feder LLP 14th 445 Hamilton Avenue, Floor White Plains, New York 10601 9 4594818.v3 FILED: MONTGOMERY COUNTY CLERK 09