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Airene Williamson, Esq. (SBN: 277101)
1 Brianna Milligan, Esq. (SBN: 339805)
GERACI LAW FIRM
2 90 Discovery
Irvine, CA 92618
3 Tele.: (949) 379-2600
Fax: (949) 379-2610
4 E-mail: a.williamson@geracillp.com
E-mail: b.milligan@geracillp.com
5
Attorneys for Plaintiffs, SDC CAPITAL MW
6 LLC and JRRE Horizon LLC
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF LOS ANGELES
10 Case No.
SDC CAPITAL MW LLC, a California limited
11 liability company; JRRE Horizon LLC, a
California limited liability company COMPLAINT FOR:
T: (949) 379-2600; F: (949) 379-2610
12
Plaintiff, 1. BREACH OF WRITTEN
Irvine, California 92618
Geraci Law Firm
13 GUARANTY
vs.
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2. FRAUD – INTENTIONAL
14 MISREPRESENTATION
AVRAHAM KORDIAN, an individual; and
15 DOES 1 through 50, inclusive,
16 Defendants.
17
18 Plaintiffs, SDC Capital MW LLC, a California limited liability company and JRRE
19 Horizon LLC, a California limited liability company alleges for their Complaint (“Complaint”) as
20 follows:
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PARTIES
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1. Plaintiff, SDC Capital MW LLC (“SDC”, “Lender”, or “Plaintiff”) is a California
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limited liability company that is now, and was at all times alleged herein, conducting business in
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the State of California.
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2. Plaintiff, JRRE Horizon LLC (“JRRE” or “Plaintiff”) is a California limited liability
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company that is now, and was at all times alleged herein, conducting business in the State of
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California.
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COMPLAINT
1 3. SDC and JRRE may be referred to collectively herein as “Plaintiff.”
2 4. Plaintiff is informed and believes and thereon alleges that Defendant, AVRAHAM
3 KORDIAN (“KORDIAN” or “Defendant”) is now, and at all times alleged herein, an individual
4 residing in the State of California, County of Los Angeles, and conducting business in the State of
5 California.
6 5. Plaintiff is unaware of the true names and capacities, whether individual, corporate,
7 partnership, limited liability company, associate, public agency, or otherwise, of the defendants
8 sued as Does 1 through 50, inclusive, and therefore sues said Defendants by such fictitious names.
9 Plaintiff will amend this Complaint to allege the true names and capacities of these Doe Defendants
10 when the true names and capacities have been ascertained.
11 6. Plaintiff is informed and believes and thereon alleges that at all times mentioned
T: (949) 379-2600; F: (949) 379-2610
12 herein, each of the Defendants was acting as an agent, servant, or employee of the remaining
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13 defendants and were at all times acting within the course and scope of the agency, service, or
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14 employment.
15 7. Plaintiff is further informed and believes, and on that basis alleges, that each of the
16 fictitiously named defendants is responsible in some manner for the events alleged herein.
17 JURISDICTION AND VENUE
18 8. All of the acts, events, and contractual undertakings alleged herein occurred within
19 the State of California, and within the jurisdiction of the above-entitled Court. Further, the damages
20 which Plaintiff incurred as alleged below are within the jurisdiction of this Court.
21 9. Pursuant to Code of Civil Procedure §392(a), venue is proper in the above-
22 referenced Court because a substantial part of the transaction or occurrence giving rise to the claims
23 alleged herein occurred within the County of Los Angeles.
24 10. Furthermore, Defendant consented to the jurisdiction of the State of California,
25 County of Los Angeles. Defendant agreed that jurisdiction and venue for any dispute, claim or
26 controversy arising shall be the County of Los Angeles. A true and correct copy of the written
27 Guaranty evidencing that consent is attached hereto as Exhibit 1.
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_______________________________________________________________________________________________
COMPLAINT
1 STATEMENT OF FACTS
2 The Loan Transaction
3 11. Plaintiff is a private lender.
4 12. Around October 26, 2022, Plaintiff made a loan in the amount of $790,000.00 to
5 Borrower, Orange Blossom 26 LLC, a California limited liability company (hereinafter
6 “Borrower”) secured by the real property located at 483 East 49th Street, Los Angeles, California,
7 90011 (the “Property”) (collectively the transaction shall be referred to as the “Loan”).
8 13. The Loan is evidenced by, among other things, the Secured Note dated October 26,
9 2022 (“Note”) a true and correct copy of which is attached hereto as Exhibit 2 and is incorporated
10 herein by reference.
11 14. The Note was secured by a Deed of Trust (the “Deed of Trust”) which encumbered
T: (949) 379-2600; F: (949) 379-2610
12 the Property. A true and correct copy of the Deed of Trust is attached hereto as Exhibit 3 and is
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Geraci Law Firm
13 incorporated herein by reference.
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14 15. Plaintiff is informed and believed that the Property is a 5-unit property in Los
15 Angeles which was occupied by tenants.
16 16. The interest rate for the Note is 8.25% per annum, calculated on the basis of a 30-
17 day month and 360-day year. (Exh. 2, section 1.1).
18 17. The default interest rate for the Note is 13.25% per annum or the maximum rate
19 allowed by applicable law. (Exh 2, section 6).
20 The Forged Documents
21 18. In order to induce Plaintiff to enter into the Loan and lend money to the Borrower,
22 on or about October 2, 2022, Kordian, a member of Borrower, provided his loan broker with four
23 copies of residential lease agreements which represented four tenants occupancy of the Property.
24 19. Kordian, a member of Borrower, provided his loan broker with a copy of a
25 Residential Lease Agreement evidencing Borrower as the landlord and Petra Chavez (“Tenant 1”)
26 as the tenant of 485 East 49th Street, Los Angeles, CA, 90011 (“Lease 1”). A true and correct copy
27 of Lease 1 is attached hereto as Exhibit 4 and is incorporated herein by reference.
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COMPLAINT
1 20. Lease 1 indicated that Tenant 1 was paying rent to Borrower in the amount of
2 $1,702.00 monthly.
3 21. Kordian, a member of Borrower, provided his loan broker with a copy of a
4 Residential Lease Agreement evidencing Borrower as the landlord and Oscar Crespo (“Tenant 2”)
5 as the tenant of 485 ½ East 49th Street, Los Angeles, CA, 90011 (“Lease 2”). A true and correct
6 copy of Lease 2 is attached hereto as Exhibit 5 and is incorporated herein by reference.
7 22. Lease 2 indicated that Tenant 2 was paying rent to Borrower in the amount of
8 $1,991.00 monthly.
9 23. Kordian, a member of Borrower, provided his loan broker with a copy of a
10 Residential Lease Agreement evidencing Borrower as the landlord and Marcos Chavez (“Tenant
11 3”) as the tenant of 487 East 49th Street, Los Angeles, CA, 90011 (“Lease 3”). A true and correct
T: (949) 379-2600; F: (949) 379-2610
12 copy of Lease 3 is attached hereto as Exhibit 6 and is incorporated herein by reference.
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13 24. Lease 3 indicated that Tenant 3 was paying rent to Borrower in the amount of
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14 $1,948.00 monthly.
15 25. Kordian, a member of Borrower, provided his loan broker with a copy of a
16 Residential Lease Agreement evidencing Borrower as the landlord and Rafael Perez (“Tenant 4”)
17 as the tenant of 487 ½ East 49th Street, Los Angeles, CA, 90011 (“Lease 4”). A true and correct
18 copy of Lease 3 is attached hereto as Exhibit 7 and is incorporated herein by reference.
19 26. Lease 4 indicated that Tenant 4 was paying rent to Borrower in the amount of
20 $1,986.00 monthly.
21 27. Kordian, on behalf of the Borrower, provided his loan broker with the above-
22 referenced leases for his loan broker to give to Plaintiff as support for the value of the Property.
23 28. Around October 25, 2022, Borrower’s loan broker emailed Plaintiff the leases
24 provided by Kordian.
25 29. Around October 2023, the Borrower went into default under the terms of the Loan
26 for a payment default.
27 30. Around November 2023, the Borrower was in maturity default as the Loan matured
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COMPLAINT
1 November 1, 2023, pursuant to the Note.
2 31. As a result of Borrower’s default, Plaintiff caused to be recorded a Notice of Default
3 (“NOD”) in the Official Records of the Los Angeles County Recorder’s Office as Document
4 Number 20230842715 A true and correct copy of the NOD is attached hereto as Exhibit 8 and is
5 incorporated herein by reference.
6 32. Around September 2023, the Borrower listed the Property for sale.
7 33. Around January of 2024, the Property was listed for sale by a real estate broker by
8 the name of Levon Arzumanyan.
9 34. Around February 2024, Stephen Mast (“Mr. Mast”), an associate of SDC, spoke
10 with the Broker to check on the status of the Borrower’s listing of the Property.
11 35. The Broker advised Mr. Mast that he was getting resistance to the Property listing
T: (949) 379-2600; F: (949) 379-2610
12 because rents on certain units were so low.
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13 36. The Broker told Mr. Mast what the amount of rent was for each of the Property’s
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14 units and Mr. Mast realized that these rent amounts were not consistent with the leases provided by
15 the Borrower, specifically, Leases 1, 2, 3 and 4 sent by Kordian to Plaintiff when Plaintiff was
16 underwriting the Loan.
17 37. Upon discovering the inconsistency with the leases provided by Kordian, Plaintiff
18 realized that Kordian had intentionally misrepresented the amount of the leases in an effort to
19 deceive Plaintiff into entering into the Loan.
20 38. Around February 15, 2024, Shawna Phelan, a manager of SDC, confronted Kordian
21 via email regarding the inconsistent leases and amounts of rent for each of the Property’s units and
22 Kordian admitted to falsifying and inflating the amount of rents in the leases provided to Plaintiff.
23 39. Kordian knew that he intentionally and falsely represented the amount of the rents
24 in the leases because he knew Plaintiff would rely, and did rely, on those representations in deciding
25 to make the Loan to Borrower.
26 The Guaranty
27 40. Kordian acknowledged that Plaintiff would not make the Loan to the Borrower
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COMPLAINT
1 without a guaranty of repayment. Therefore, in order to further induce Plaintiff to enter into the
2 Loan and lend money to the Borrower, on or about, October 26, 2022, Kordian executed a written
3 Guaranty to and for the benefit of Plaintiff and its successors (the “Guaranty”) in which Kordian
4 unconditionally guaranteed the payment of all amounts under the Loan. The Guaranty provides that
5 Kordian shall inure to the benefit of the Plaintiff and its successors and assigns. See Exhibit 1.
6 41. Section 25 of the Guaranty contains waivers of all rights to require Plaintiff to seek
7 payment from the Borrower or from any collateral securing the guaranteed loan. The Guaranty
8 includes a waiver of all rights and defenses that the Defendant may have had because the guaranteed
9 debt is secured by real property.
10 42. Under section 7 of the Guaranty, Defendant agreed that if Plaintiff forecloses on any
11 real property collateral pledged by the Borrower, the amount of the debt may be reduced only by
T: (949) 379-2600; F: (949) 379-2610
12 the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more
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13 than the sale price.
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14 43. Under section 19 of the Guaranty, Defendant agreed to pay Plaintiff’s reasonable
15 attorneys’ fees incurred in enforcing the Loan and Guaranty.
16 44. The Guaranty served as consideration and inducement for Plaintiff in making the
17 Loan to the Borrower. Plaintiff relied on the Guaranty in making the Loan.
18 45. The consideration received by Defendant for executing and delivering the Guaranty
19 was fair and adequate, and the Guaranty is just and reasonable.
20 46. The Guaranty constitutes a valid, binding, and enforceable obligation. Plaintiff and
21 its successors have performed all conditions, covenants, and terms required of them by the
22 Guaranty, except as excused, prevented, or waived by conduct of the Borrower and/or Defendant.
23 47. Defendant has accepted and has retained all the benefits of the performance of
24 Plaintiff under the Loan and Guaranty.
25 48. Borrower defaulted under the Note, and a Notice of Default was recorded against
26 the Property. See Exhibit 8.
27 49. Under the terms of the Guaranty, Defendant is now independently responsible for
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COMPLAINT
1 payment of the obligations to Plaintiff under the Note.
2 50. Defendant is in default under the Guaranty by, among other things, failing to pay all
3 sums which are due under the Note or to otherwise satisfy the outstanding obligations under the
4 Note (the “Guaranty Default”).
5 51. Plaintiff has been damaged at an amount according to proof, together with interest
6 on the sum at the maximum judicial rate per annum, from and after October 1, 2023.
7 52. Despite demand, Defendant has failed to cure the Guaranty Default or pay the
8 monies due and owing.
9 FIRST CAUSE OF ACTION
10 (BREACH OF WRITTEN GUARANTY)
11 (AGAINST ALL DEFENDANTS)
T: (949) 379-2600; F: (949) 379-2610
12 53. Plaintiff re-alleges and incorporates by reference each of the foregoing paragraphs
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13 as though set forth in full.
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14 54. As an inducement to Plaintiff to make the Loan to Borrower, Defendant executed
15 and delivered the Guaranty, wherein they guaranteed payment and performance in accordance with
16 the terms of the Loan documents.
17 55. Plaintiff fully performed all conditions, covenants, obligations and promises on its
18 part to be performed pursuant to the Loan documents, except to the extent that said conditions,
19 covenants, obligations, and promises were waived, suspended, excused, or legally excused.
20 56. As alleged above, Borrower defaulted under the terms of the Loan documents, and
21 all amounts owed to Plaintiff under the terms of the Loan documents became immediately due and
22 payable. See Exhibits 1 and 2.
23 57. Defendant breached the Guaranty by failing and refusing to pay all amounts due and
24 owing pursuant to the terms of the Loan documents.
25 58. Defendant is obligated to perform and pay all amounts due and owing pursuant to
26 the terms of the Note and the Guaranty.
27 59. As a consequence of the Guaranty Default described hereinabove, there is currently
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COMPLAINT
1 and due and owing to Plaintiff by Defendant the amount of no less than $866,839.83 as of March
2 29, 2024, plus prejudgment interest at the statutory rate. Further, the Guaranty provides that
3 attorneys’ fees incurred in connection with the collection and enforcement thereof are recoverable.
4 60. As a result of Defendant’s failure to comply with the terms of the Guaranty, Plaintiff
5 has been required to retain the services of an attorney, and has incurred and continues to incur
6 attorney’s fees, costs, and expenses in an amount according to proof.
7 61. As a result of Defendant's breach of the Guaranty, Plaintiff has sustained damages
8 in an amount to be proven at trial and exceeding the minimum amount required for the jurisdiction
9 of this Court, plus interest, attorney’s fees, and costs of litigation and enforcement and collection
10 under the terms of the Note and Guaranty.
11 SECOND CAUSE OF ACTION
T: (949) 379-2600; F: (949) 379-2610
12 (FRAUD AND DECEIT - INTENTIONAL MISREPRESENTATION)
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Geraci Law Firm
13 (AGAINST ALL DEFENDANTS)
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14 62. Plaintiff re-alleges and incorporates by reference each of the foregoing paragraphs
15 as though set forth in full.
16 63. Defendant, Avraham Kordian intentionally, falsely, and fraudulently represented to
17 Plaintiff that the amount of rents in Lease 1, Lease 2, Lease 3, and Lease 4 were a higher amount
18 than they actually were.
19 64. Defendant knew the rent amounts stated in Lease 1, Lease 2, Lease 3, and Lease 4
20 were false as represented to Plaintiff; thus, Defendant made these representations to Plaintiff
21 knowing them to be false.
22 65. Defendant intended to mislead Plaintiff with the misrepresentations for the purposes
23 of Plaintiff making the Loan to the Borrower, of which Defendant was a member.
24 66. Defendant knew and was advised by Plaintiff that Borrower would not be able to
25 obtain the Loan without the Property being a certain value.
26 67. Defendant made these false representations and statements to Plaintiff to inflate the
27 value of the Property.
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COMPLAINT
1 68. At the time Defendant made these false and intentional misrepresentations to
2 Plaintiff, Plaintiff was ignorant of the falsity of Defendant’s representations and believed them to
3 be true.
4 69. Plaintiff did, in fact, reasonably rely on Defendant's misrepresentations, that the
5 leases’ rent amounts were true as stated, by making the Loan to the Borrower.
6 70. Plaintiff only discovered the falsity of Defendant’s representations only after the
7 Borrower had already defaulted on the Loan and after Defendant had admitted to Plaintiff that the
8 leases were falsified to inflate the amount of rents stated.
9 47. Plaintiff’s reliance on Defendant’s representations was a substantial factor in causing
10 the harm suffered by Plaintiff.
11 48. By virtue of said Defendant’s conduct as alleged herein, and as a direct and
T: (949) 379-2600; F: (949) 379-2610
12 proximate result thereof, Plaintiff has been damaged in an amount to conform to proof at trial.
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13 49. Defendant committed the acts alleged herein maliciously, oppressively, and/or
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14 fraudulently under Civil Code section 3924; meaning that Defendant’s conduct (a) was intended to
15 cause injury to Plaintiff or was despicable conduct carried on by Defendants with a willful and
16 conscious disregard of the rights or safety of others; (b) was despicable conduct that subjected
17 Plaintiff to cruel and unjust hardship in conscious disregard of Plaintiff’s rights; and/or (c)
18 amounted to an intentional misrepresentation, deceit, or concealment of material information with
19 the intention of Defendant’s part of depriving property, rights or otherwise causing injury.
20 Accordingly, Defendant’s conduct warrants the assessment of punitive damages.
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PRAYER FOR RELIEF
22
WHEREFORE, Plaintiffs prays for judgment against Defendants, jointly and severally, as
23
follows:
24
25 As to the First Cause of Action for Breach of Written Guaranty
26 1. For any deficiency that may accrue after a sale of the Property, pursuant to the terms
27 of the Note and Guaranty;
28 2. For reasonable attorney’s fees and costs, pursuant to the terms of the Guaranty;
9
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COMPLAINT
1 3. For costs of suit incurred herein;
2 4. For pre-judgment interest at the statutory rate on the foregoing;
3 5. For any such other and further relief as this Court may deem proper.
4 As to the Second Cause of Action for Fraud – Intentional Misrepresentation
5 6. For general, special, and exemplary damages, according to proof;
6 7. For pre-judgment interest under Civil Code section 3288;
7 8. For costs of suit incurred herein;
8 9. For such other relief as the Court may deem just and proper.
9
10 Date: March 7, 2024 GERACI LAW FIRM
11
T: (949) 379-2600; F: (949) 379-2610
12 By: _________________________________________
Airene Williamson, Esq.
Irvine, California 92618
Geraci Law Firm
13 Brianna Milligan, Esq.
90 Discovery
14 Attorneys for Plaintiffs,
SDC CAPITAL MW LLC and
15 JRRE Horizon LLC
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COMPLAINT
EXHIBIT 1
GUARANTY
THIS GUARANTY ("Guaranty") is entered into and effective as of October 26, 2022, and is by
and among Avraham Kordian, whose address for purposes of this Guaranty is 1434 Westwood Blvd., 11,
Los Angeles, California 90024 ("Guarantor"); and SDC Capital MW LLC, a California limited liability
company as to an undivided 118,500.00/790,000.00 interest; and JRRE Horizon LLC, a California limited
liability company as to an undivided 671,500.00/790,000.00 interest (collectively, "Lender"), whose
address for pw·poses of this Guaranty is c/o SDC Capital, P.O. Box 572559, Tarzana, California 91357, and
is delivered to and in favor of Lender, its successors and assigns.
To induce Lender to make the Loan to Orange Blossom 26 LLC, a California limited liability
company ("Borrower"), which Guarantor acknowledges that Lender would not do without this Guaranty,
and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged,
Guarantor agrees as follows:
l. Guaranty.
1.1 Guaranty of Obligations. Guarantor.guarantees to Lender, its successors, and assigns the
full and faithful payment of all amounts owed and performance of each and every one of the obligations,
responsibilities, and undertakings to be carried out, performed, or observed by Borrower under the Loan
Agreement, the Note, the Security Agreement, any other agreement that now or later secures repayment of
the Note, any other agreement that Guarantor now or later states is guaranteed, and any other agreement
that Guarantor or Borrower signs in connection with the loan obtained by Borrower. All these documents
are collectively referred to as the "Loan Documents," which Loan Documents evidence the "Loan." The
_obligations lllJaranteed are referred to as the "Guaranteed Obligillions." ··----· ___ _
1.2 Guaranty of Borrower's Performance. If at any time Borrower, or its successors or
permitted assigns, fails, neglects or refuses to pay when due amounts or perform when due any of its
obligations, responsibilities, or undertakings as expressly provided under the terms and conditions of the
Loan Documents, Guarantor shall pay such amounts or perform or cause to be performed such obligations,
responsibilities, or undertakings as required under the terms and conditions of the Loan Documents.
2. Absolute. This Guaranty is irrevocable, absolute, present, and unconditional. The obligations of
Guarantor under this Guaranty shall not be affected, reduced, modified, or impaired on the happening from
time to time of any of the following events, whether or not with notice to (except as notice is otherwise
expressly required) or the consent of Guarantor:
2.1 Failure to Give Notice. The failure to give notice to Guarantor of the occurrence of a
default under the terms and provisions of this Guaranty or the Loan Documents;
2.2 Modifications or Amendments. The modification or amendment, whether material or
otherwise, of any obligation, covenant, or agreement set forth in this Guaranty or Loan Documents;
2.3 Lender's Failure to Exercise Rights. Any failure, omission, delay by, or inability by
Lender to assert or exercise any right, power, or remedy conferred on Lender in this Guaranty or the Loan
Documents, including the failure to execute on collateral held for this Guaranty or the Loan Documents;
2.4 Release of Security. Any release of any real or personal property or other security now
held or to be held by Lender for the performance of the Guaranteed Obligations;
2.5 Borrower's Termination. A termination, dissolution, consolidation, or merger of
Borrower with or into any other entity;
2.6 Borrower's Bankruptcy. The voluntary or involuntary liquidation, dissolution, sale, or
other disposition of all or substantially all of Borrower or its aftiliate's assets, the marshalling of Borrower
or its affiliate's assets and liabilities, the receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar
proceedings affecting Borrower, Guarantor, their affiliates, or any of the assets of either Borrower or
Guarantor, or their aftiliates;
© 2007 Geraci Law Firm; All Rights Reserved. Rev. 12/20
Guaranty
Loan No. 1917002642
2. 7 Lender's Assignment of Rights. The assignment of any right, title, or interest of Lender
in this Guaranty or the Loan Documents to any other person; or
2.8 Extent of Guarantor's Obligations. Any other cause or circumstance, foreseen or
unforeseen, whether similar or dissimilar to any of the foregoing; it being the intent of Guarantor that its
obligations under this Guaranty shall not be discharged, reduced, limited, or modified except by (a) payment
of amounts owing pursuant to this Guaranty and/or Loan Documents (and then only to the extent of such
payment or payments); and (b) full performance of obligations under this Guaranty and/or Loan Documents
(and then only to the extent of such performed or discharged obligation or obligations).
2.9 Exercise of Lender Rights. Any action of Lender authorized herein.
3. Additional Credit. Additional credit under the Loan Documents may be granted from time to time
at Bo!Tower's request and without further authorization from or notice to Guarantor and shall automatically
be deemed part of the Guaranteed Obligations. Lender need not inquire into Borrower's power or the
authority of its members, o!licers, or agents acting or purporting to act on its behalf. Each credit granted
to Bo!Tower under the Loan Documents shall be deemed to have been granted at Guarantor's insistence and
request and in consideration of, and in reliance on, this Guaranty.
4. Guaranty of Payment. Subject to the limitations provided herein, Guarantor's liability on this
Guaranty is a guaranty of payment and performance, not of collectability.
5. Cessation of Liability. Guarantor's liability under this Guaranty shall not in any way be affected
by the cessation of Borrower's liability for any reason other than full performance of all the obligations
under the Loan Documents, including, without limitation, any and all obligations to indemnify Lender.
6. Authorization of Lender. Guarantor authorizes Lender, without notice or demand and without
affecting its liability under this Guaranty, and without consent of Guarantor or prior notice to Guarantor,
tQ;_ --~----- --- ---- - -
6.1 Modify Loan Documents. Make any modifications to the Loan Documents;
6.2 Assign Guaranty. Assign the Loan Documents and this Guaranty;
6.3 Modify Security. Take, hold, or release security for the performance of the Guaranteed
Obligations with the consent of the party providing such security;
6.4 Additional Guarantors. Accept or discharge, in whole or in part, additional guarantors;
6.5 Order of Sale. Direct the order and manner of any sale of all or any part of security now
or later held under the Loan Documents o
Preview
Airene Williamson, Esq. (SBN: 277101) 1 Brianna Milligan, Esq. (SBN: 339805) GERACI LAW FIRM 2 90 Discovery Irvine, CA 92618 3 Tele.: (949) 379-2600 Fax: (949) 379-2610 4 E-mail: a.williamson@geracillp.com E-mail: b.milligan@geracillp.com 5 Attorneys for Plaintiffs, SDC CAPITAL MW 6 LLC and JRRE Horizon LLC 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF LOS ANGELES 10 Case No. SDC CAPITAL MW LLC, a California limited 11 liability company; JRRE Horizon LLC, a California limited liability company COMPLAINT FOR: T: (949) 379-2600; F: (949) 379-2610 12 Plaintiff, 1. BREACH OF WRITTEN Irvine, California 92618 Geraci Law Firm 13 GUARANTY vs. 90 Discovery 2. FRAUD – INTENTIONAL 14 MISREPRESENTATION AVRAHAM KORDIAN, an individual; and 15 DOES 1 through 50, inclusive, 16 Defendants. 17 18 Plaintiffs, SDC Capital MW LLC, a California limited liability company and JRRE 19 Horizon LLC, a California limited liability company alleges for their Complaint (“Complaint”) as 20 follows: 21 PARTIES 22 1. Plaintiff, SDC Capital MW LLC (“SDC”, “Lender”, or “Plaintiff”) is a California 23 limited liability company that is now, and was at all times alleged herein, conducting business in 24 the State of California. 25 2. Plaintiff, JRRE Horizon LLC (“JRRE” or “Plaintiff”) is a California limited liability 26 company that is now, and was at all times alleged herein, conducting business in the State of 27 California. 28 1 _______________________________________________________________________________________________ COMPLAINT 1 3. SDC and JRRE may be referred to collectively herein as “Plaintiff.” 2 4. Plaintiff is informed and believes and thereon alleges that Defendant, AVRAHAM 3 KORDIAN (“KORDIAN” or “Defendant”) is now, and at all times alleged herein, an individual 4 residing in the State of California, County of Los Angeles, and conducting business in the State of 5 California. 6 5. Plaintiff is unaware of the true names and capacities, whether individual, corporate, 7 partnership, limited liability company, associate, public agency, or otherwise, of the defendants 8 sued as Does 1 through 50, inclusive, and therefore sues said Defendants by such fictitious names. 9 Plaintiff will amend this Complaint to allege the true names and capacities of these Doe Defendants 10 when the true names and capacities have been ascertained. 11 6. Plaintiff is informed and believes and thereon alleges that at all times mentioned T: (949) 379-2600; F: (949) 379-2610 12 herein, each of the Defendants was acting as an agent, servant, or employee of the remaining Irvine, California 92618 Geraci Law Firm 13 defendants and were at all times acting within the course and scope of the agency, service, or 90 Discovery 14 employment. 15 7. Plaintiff is further informed and believes, and on that basis alleges, that each of the 16 fictitiously named defendants is responsible in some manner for the events alleged herein. 17 JURISDICTION AND VENUE 18 8. All of the acts, events, and contractual undertakings alleged herein occurred within 19 the State of California, and within the jurisdiction of the above-entitled Court. Further, the damages 20 which Plaintiff incurred as alleged below are within the jurisdiction of this Court. 21 9. Pursuant to Code of Civil Procedure §392(a), venue is proper in the above- 22 referenced Court because a substantial part of the transaction or occurrence giving rise to the claims 23 alleged herein occurred within the County of Los Angeles. 24 10. Furthermore, Defendant consented to the jurisdiction of the State of California, 25 County of Los Angeles. Defendant agreed that jurisdiction and venue for any dispute, claim or 26 controversy arising shall be the County of Los Angeles. A true and correct copy of the written 27 Guaranty evidencing that consent is attached hereto as Exhibit 1. 28 2 _______________________________________________________________________________________________ COMPLAINT 1 STATEMENT OF FACTS 2 The Loan Transaction 3 11. Plaintiff is a private lender. 4 12. Around October 26, 2022, Plaintiff made a loan in the amount of $790,000.00 to 5 Borrower, Orange Blossom 26 LLC, a California limited liability company (hereinafter 6 “Borrower”) secured by the real property located at 483 East 49th Street, Los Angeles, California, 7 90011 (the “Property”) (collectively the transaction shall be referred to as the “Loan”). 8 13. The Loan is evidenced by, among other things, the Secured Note dated October 26, 9 2022 (“Note”) a true and correct copy of which is attached hereto as Exhibit 2 and is incorporated 10 herein by reference. 11 14. The Note was secured by a Deed of Trust (the “Deed of Trust”) which encumbered T: (949) 379-2600; F: (949) 379-2610 12 the Property. A true and correct copy of the Deed of Trust is attached hereto as Exhibit 3 and is Irvine, California 92618 Geraci Law Firm 13 incorporated herein by reference. 90 Discovery 14 15. Plaintiff is informed and believed that the Property is a 5-unit property in Los 15 Angeles which was occupied by tenants. 16 16. The interest rate for the Note is 8.25% per annum, calculated on the basis of a 30- 17 day month and 360-day year. (Exh. 2, section 1.1). 18 17. The default interest rate for the Note is 13.25% per annum or the maximum rate 19 allowed by applicable law. (Exh 2, section 6). 20 The Forged Documents 21 18. In order to induce Plaintiff to enter into the Loan and lend money to the Borrower, 22 on or about October 2, 2022, Kordian, a member of Borrower, provided his loan broker with four 23 copies of residential lease agreements which represented four tenants occupancy of the Property. 24 19. Kordian, a member of Borrower, provided his loan broker with a copy of a 25 Residential Lease Agreement evidencing Borrower as the landlord and Petra Chavez (“Tenant 1”) 26 as the tenant of 485 East 49th Street, Los Angeles, CA, 90011 (“Lease 1”). A true and correct copy 27 of Lease 1 is attached hereto as Exhibit 4 and is incorporated herein by reference. 28 3 _______________________________________________________________________________________________ COMPLAINT 1 20. Lease 1 indicated that Tenant 1 was paying rent to Borrower in the amount of 2 $1,702.00 monthly. 3 21. Kordian, a member of Borrower, provided his loan broker with a copy of a 4 Residential Lease Agreement evidencing Borrower as the landlord and Oscar Crespo (“Tenant 2”) 5 as the tenant of 485 ½ East 49th Street, Los Angeles, CA, 90011 (“Lease 2”). A true and correct 6 copy of Lease 2 is attached hereto as Exhibit 5 and is incorporated herein by reference. 7 22. Lease 2 indicated that Tenant 2 was paying rent to Borrower in the amount of 8 $1,991.00 monthly. 9 23. Kordian, a member of Borrower, provided his loan broker with a copy of a 10 Residential Lease Agreement evidencing Borrower as the landlord and Marcos Chavez (“Tenant 11 3”) as the tenant of 487 East 49th Street, Los Angeles, CA, 90011 (“Lease 3”). A true and correct T: (949) 379-2600; F: (949) 379-2610 12 copy of Lease 3 is attached hereto as Exhibit 6 and is incorporated herein by reference. Irvine, California 92618 Geraci Law Firm 13 24. Lease 3 indicated that Tenant 3 was paying rent to Borrower in the amount of 90 Discovery 14 $1,948.00 monthly. 15 25. Kordian, a member of Borrower, provided his loan broker with a copy of a 16 Residential Lease Agreement evidencing Borrower as the landlord and Rafael Perez (“Tenant 4”) 17 as the tenant of 487 ½ East 49th Street, Los Angeles, CA, 90011 (“Lease 4”). A true and correct 18 copy of Lease 3 is attached hereto as Exhibit 7 and is incorporated herein by reference. 19 26. Lease 4 indicated that Tenant 4 was paying rent to Borrower in the amount of 20 $1,986.00 monthly. 21 27. Kordian, on behalf of the Borrower, provided his loan broker with the above- 22 referenced leases for his loan broker to give to Plaintiff as support for the value of the Property. 23 28. Around October 25, 2022, Borrower’s loan broker emailed Plaintiff the leases 24 provided by Kordian. 25 29. Around October 2023, the Borrower went into default under the terms of the Loan 26 for a payment default. 27 30. Around November 2023, the Borrower was in maturity default as the Loan matured 28 4 _______________________________________________________________________________________________ COMPLAINT 1 November 1, 2023, pursuant to the Note. 2 31. As a result of Borrower’s default, Plaintiff caused to be recorded a Notice of Default 3 (“NOD”) in the Official Records of the Los Angeles County Recorder’s Office as Document 4 Number 20230842715 A true and correct copy of the NOD is attached hereto as Exhibit 8 and is 5 incorporated herein by reference. 6 32. Around September 2023, the Borrower listed the Property for sale. 7 33. Around January of 2024, the Property was listed for sale by a real estate broker by 8 the name of Levon Arzumanyan. 9 34. Around February 2024, Stephen Mast (“Mr. Mast”), an associate of SDC, spoke 10 with the Broker to check on the status of the Borrower’s listing of the Property. 11 35. The Broker advised Mr. Mast that he was getting resistance to the Property listing T: (949) 379-2600; F: (949) 379-2610 12 because rents on certain units were so low. Irvine, California 92618 Geraci Law Firm 13 36. The Broker told Mr. Mast what the amount of rent was for each of the Property’s 90 Discovery 14 units and Mr. Mast realized that these rent amounts were not consistent with the leases provided by 15 the Borrower, specifically, Leases 1, 2, 3 and 4 sent by Kordian to Plaintiff when Plaintiff was 16 underwriting the Loan. 17 37. Upon discovering the inconsistency with the leases provided by Kordian, Plaintiff 18 realized that Kordian had intentionally misrepresented the amount of the leases in an effort to 19 deceive Plaintiff into entering into the Loan. 20 38. Around February 15, 2024, Shawna Phelan, a manager of SDC, confronted Kordian 21 via email regarding the inconsistent leases and amounts of rent for each of the Property’s units and 22 Kordian admitted to falsifying and inflating the amount of rents in the leases provided to Plaintiff. 23 39. Kordian knew that he intentionally and falsely represented the amount of the rents 24 in the leases because he knew Plaintiff would rely, and did rely, on those representations in deciding 25 to make the Loan to Borrower. 26 The Guaranty 27 40. Kordian acknowledged that Plaintiff would not make the Loan to the Borrower 28 5 _______________________________________________________________________________________________ COMPLAINT 1 without a guaranty of repayment. Therefore, in order to further induce Plaintiff to enter into the 2 Loan and lend money to the Borrower, on or about, October 26, 2022, Kordian executed a written 3 Guaranty to and for the benefit of Plaintiff and its successors (the “Guaranty”) in which Kordian 4 unconditionally guaranteed the payment of all amounts under the Loan. The Guaranty provides that 5 Kordian shall inure to the benefit of the Plaintiff and its successors and assigns. See Exhibit 1. 6 41. Section 25 of the Guaranty contains waivers of all rights to require Plaintiff to seek 7 payment from the Borrower or from any collateral securing the guaranteed loan. The Guaranty 8 includes a waiver of all rights and defenses that the Defendant may have had because the guaranteed 9 debt is secured by real property. 10 42. Under section 7 of the Guaranty, Defendant agreed that if Plaintiff forecloses on any 11 real property collateral pledged by the Borrower, the amount of the debt may be reduced only by T: (949) 379-2600; F: (949) 379-2610 12 the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more Irvine, California 92618 Geraci Law Firm 13 than the sale price. 90 Discovery 14 43. Under section 19 of the Guaranty, Defendant agreed to pay Plaintiff’s reasonable 15 attorneys’ fees incurred in enforcing the Loan and Guaranty. 16 44. The Guaranty served as consideration and inducement for Plaintiff in making the 17 Loan to the Borrower. Plaintiff relied on the Guaranty in making the Loan. 18 45. The consideration received by Defendant for executing and delivering the Guaranty 19 was fair and adequate, and the Guaranty is just and reasonable. 20 46. The Guaranty constitutes a valid, binding, and enforceable obligation. Plaintiff and 21 its successors have performed all conditions, covenants, and terms required of them by the 22 Guaranty, except as excused, prevented, or waived by conduct of the Borrower and/or Defendant. 23 47. Defendant has accepted and has retained all the benefits of the performance of 24 Plaintiff under the Loan and Guaranty. 25 48. Borrower defaulted under the Note, and a Notice of Default was recorded against 26 the Property. See Exhibit 8. 27 49. Under the terms of the Guaranty, Defendant is now independently responsible for 28 6 _______________________________________________________________________________________________ COMPLAINT 1 payment of the obligations to Plaintiff under the Note. 2 50. Defendant is in default under the Guaranty by, among other things, failing to pay all 3 sums which are due under the Note or to otherwise satisfy the outstanding obligations under the 4 Note (the “Guaranty Default”). 5 51. Plaintiff has been damaged at an amount according to proof, together with interest 6 on the sum at the maximum judicial rate per annum, from and after October 1, 2023. 7 52. Despite demand, Defendant has failed to cure the Guaranty Default or pay the 8 monies due and owing. 9 FIRST CAUSE OF ACTION 10 (BREACH OF WRITTEN GUARANTY) 11 (AGAINST ALL DEFENDANTS) T: (949) 379-2600; F: (949) 379-2610 12 53. Plaintiff re-alleges and incorporates by reference each of the foregoing paragraphs Irvine, California 92618 Geraci Law Firm 13 as though set forth in full. 90 Discovery 14 54. As an inducement to Plaintiff to make the Loan to Borrower, Defendant executed 15 and delivered the Guaranty, wherein they guaranteed payment and performance in accordance with 16 the terms of the Loan documents. 17 55. Plaintiff fully performed all conditions, covenants, obligations and promises on its 18 part to be performed pursuant to the Loan documents, except to the extent that said conditions, 19 covenants, obligations, and promises were waived, suspended, excused, or legally excused. 20 56. As alleged above, Borrower defaulted under the terms of the Loan documents, and 21 all amounts owed to Plaintiff under the terms of the Loan documents became immediately due and 22 payable. See Exhibits 1 and 2. 23 57. Defendant breached the Guaranty by failing and refusing to pay all amounts due and 24 owing pursuant to the terms of the Loan documents. 25 58. Defendant is obligated to perform and pay all amounts due and owing pursuant to 26 the terms of the Note and the Guaranty. 27 59. As a consequence of the Guaranty Default described hereinabove, there is currently 28 7 _______________________________________________________________________________________________ COMPLAINT 1 and due and owing to Plaintiff by Defendant the amount of no less than $866,839.83 as of March 2 29, 2024, plus prejudgment interest at the statutory rate. Further, the Guaranty provides that 3 attorneys’ fees incurred in connection with the collection and enforcement thereof are recoverable. 4 60. As a result of Defendant’s failure to comply with the terms of the Guaranty, Plaintiff 5 has been required to retain the services of an attorney, and has incurred and continues to incur 6 attorney’s fees, costs, and expenses in an amount according to proof. 7 61. As a result of Defendant's breach of the Guaranty, Plaintiff has sustained damages 8 in an amount to be proven at trial and exceeding the minimum amount required for the jurisdiction 9 of this Court, plus interest, attorney’s fees, and costs of litigation and enforcement and collection 10 under the terms of the Note and Guaranty. 11 SECOND CAUSE OF ACTION T: (949) 379-2600; F: (949) 379-2610 12 (FRAUD AND DECEIT - INTENTIONAL MISREPRESENTATION) Irvine, California 92618 Geraci Law Firm 13 (AGAINST ALL DEFENDANTS) 90 Discovery 14 62. Plaintiff re-alleges and incorporates by reference each of the foregoing paragraphs 15 as though set forth in full. 16 63. Defendant, Avraham Kordian intentionally, falsely, and fraudulently represented to 17 Plaintiff that the amount of rents in Lease 1, Lease 2, Lease 3, and Lease 4 were a higher amount 18 than they actually were. 19 64. Defendant knew the rent amounts stated in Lease 1, Lease 2, Lease 3, and Lease 4 20 were false as represented to Plaintiff; thus, Defendant made these representations to Plaintiff 21 knowing them to be false. 22 65. Defendant intended to mislead Plaintiff with the misrepresentations for the purposes 23 of Plaintiff making the Loan to the Borrower, of which Defendant was a member. 24 66. Defendant knew and was advised by Plaintiff that Borrower would not be able to 25 obtain the Loan without the Property being a certain value. 26 67. Defendant made these false representations and statements to Plaintiff to inflate the 27 value of the Property. 28 8 _______________________________________________________________________________________________ COMPLAINT 1 68. At the time Defendant made these false and intentional misrepresentations to 2 Plaintiff, Plaintiff was ignorant of the falsity of Defendant’s representations and believed them to 3 be true. 4 69. Plaintiff did, in fact, reasonably rely on Defendant's misrepresentations, that the 5 leases’ rent amounts were true as stated, by making the Loan to the Borrower. 6 70. Plaintiff only discovered the falsity of Defendant’s representations only after the 7 Borrower had already defaulted on the Loan and after Defendant had admitted to Plaintiff that the 8 leases were falsified to inflate the amount of rents stated. 9 47. Plaintiff’s reliance on Defendant’s representations was a substantial factor in causing 10 the harm suffered by Plaintiff. 11 48. By virtue of said Defendant’s conduct as alleged herein, and as a direct and T: (949) 379-2600; F: (949) 379-2610 12 proximate result thereof, Plaintiff has been damaged in an amount to conform to proof at trial. Irvine, California 92618 Geraci Law Firm 13 49. Defendant committed the acts alleged herein maliciously, oppressively, and/or 90 Discovery 14 fraudulently under Civil Code section 3924; meaning that Defendant’s conduct (a) was intended to 15 cause injury to Plaintiff or was despicable conduct carried on by Defendants with a willful and 16 conscious disregard of the rights or safety of others; (b) was despicable conduct that subjected 17 Plaintiff to cruel and unjust hardship in conscious disregard of Plaintiff’s rights; and/or (c) 18 amounted to an intentional misrepresentation, deceit, or concealment of material information with 19 the intention of Defendant’s part of depriving property, rights or otherwise causing injury. 20 Accordingly, Defendant’s conduct warrants the assessment of punitive damages. 21 PRAYER FOR RELIEF 22 WHEREFORE, Plaintiffs prays for judgment against Defendants, jointly and severally, as 23 follows: 24 25 As to the First Cause of Action for Breach of Written Guaranty 26 1. For any deficiency that may accrue after a sale of the Property, pursuant to the terms 27 of the Note and Guaranty; 28 2. For reasonable attorney’s fees and costs, pursuant to the terms of the Guaranty; 9 _______________________________________________________________________________________________ COMPLAINT 1 3. For costs of suit incurred herein; 2 4. For pre-judgment interest at the statutory rate on the foregoing; 3 5. For any such other and further relief as this Court may deem proper. 4 As to the Second Cause of Action for Fraud – Intentional Misrepresentation 5 6. For general, special, and exemplary damages, according to proof; 6 7. For pre-judgment interest under Civil Code section 3288; 7 8. For costs of suit incurred herein; 8 9. For such other relief as the Court may deem just and proper. 9 10 Date: March 7, 2024 GERACI LAW FIRM 11 T: (949) 379-2600; F: (949) 379-2610 12 By: _________________________________________ Airene Williamson, Esq. Irvine, California 92618 Geraci Law Firm 13 Brianna Milligan, Esq. 90 Discovery 14 Attorneys for Plaintiffs, SDC CAPITAL MW LLC and 15 JRRE Horizon LLC 16 17 18 19 20 21 22 23 24 25 26 27 28 10 _______________________________________________________________________________________________ COMPLAINT EXHIBIT 1 GUARANTY THIS GUARANTY ("Guaranty") is entered into and effective as of October 26, 2022, and is by and among Avraham Kordian, whose address for purposes of this Guaranty is 1434 Westwood Blvd., 11, Los Angeles, California 90024 ("Guarantor"); and SDC Capital MW LLC, a California limited liability company as to an undivided 118,500.00/790,000.00 interest; and JRRE Horizon LLC, a California limited liability company as to an undivided 671,500.00/790,000.00 interest (collectively, "Lender"), whose address for pw·poses of this Guaranty is c/o SDC Capital, P.O. Box 572559, Tarzana, California 91357, and is delivered to and in favor of Lender, its successors and assigns. To induce Lender to make the Loan to Orange Blossom 26 LLC, a California limited liability company ("Borrower"), which Guarantor acknowledges that Lender would not do without this Guaranty, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as follows: l. Guaranty. 1.1 Guaranty of Obligations. Guarantor.guarantees to Lender, its successors, and assigns the full and faithful payment of all amounts owed and performance of each and every one of the obligations, responsibilities, and undertakings to be carried out, performed, or observed by Borrower under the Loan Agreement, the Note, the Security Agreement, any other agreement that now or later secures repayment of the Note, any other agreement that Guarantor now or later states is guaranteed, and any other agreement that Guarantor or Borrower signs in connection with the loan obtained by Borrower. All these documents are collectively referred to as the "Loan Documents," which Loan Documents evidence the "Loan." The _obligations lllJaranteed are referred to as the "Guaranteed Obligillions." ··----· ___ _ 1.2 Guaranty of Borrower's Performance. If at any time Borrower, or its successors or permitted assigns, fails, neglects or refuses to pay when due amounts or perform when due any of its obligations, responsibilities, or undertakings as expressly provided under the terms and conditions of the Loan Documents, Guarantor shall pay such amounts or perform or cause to be performed such obligations, responsibilities, or undertakings as required under the terms and conditions of the Loan Documents. 2. Absolute. This Guaranty is irrevocable, absolute, present, and unconditional. The obligations of Guarantor under this Guaranty shall not be affected, reduced, modified, or impaired on the happening from time to time of any of the following events, whether or not with notice to (except as notice is otherwise expressly required) or the consent of Guarantor: 2.1 Failure to Give Notice. The failure to give notice to Guarantor of the occurrence of a default under the terms and provisions of this Guaranty or the Loan Documents; 2.2 Modifications or Amendments. The modification or amendment, whether material or otherwise, of any obligation, covenant, or agreement set forth in this Guaranty or Loan Documents; 2.3 Lender's Failure to Exercise Rights. Any failure, omission, delay by, or inability by Lender to assert or exercise any right, power, or remedy conferred on Lender in this Guaranty or the Loan Documents, including the failure to execute on collateral held for this Guaranty or the Loan Documents; 2.4 Release of Security. Any release of any real or personal property or other security now held or to be held by Lender for the performance of the Guaranteed Obligations; 2.5 Borrower's Termination. A termination, dissolution, consolidation, or merger of Borrower with or into any other entity; 2.6 Borrower's Bankruptcy. The voluntary or involuntary liquidation, dissolution, sale, or other disposition of all or substantially all of Borrower or its aftiliate's assets, the marshalling of Borrower or its affiliate's assets and liabilities, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting Borrower, Guarantor, their affiliates, or any of the assets of either Borrower or Guarantor, or their aftiliates; © 2007 Geraci Law Firm; All Rights Reserved. Rev. 12/20 Guaranty Loan No. 1917002642 2. 7 Lender's Assignment of Rights. The assignment of any right, title, or interest of Lender in this Guaranty or the Loan Documents to any other person; or 2.8 Extent of Guarantor's Obligations. Any other cause or circumstance, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing; it being the intent of Guarantor that its obligations under this Guaranty shall not be discharged, reduced, limited, or modified except by (a) payment of amounts owing pursuant to this Guaranty and/or Loan Documents (and then only to the extent of such payment or payments); and (b) full performance of obligations under this Guaranty and/or Loan Documents (and then only to the extent of such performed or discharged obligation or obligations). 2.9 Exercise of Lender Rights. Any action of Lender authorized herein. 3. Additional Credit. Additional credit under the Loan Documents may be granted from time to time at Bo!Tower's request and without further authorization from or notice to Guarantor and shall automatically be deemed part of the Guaranteed Obligations. Lender need not inquire into Borrower's power or the authority of its members, o!licers, or agents acting or purporting to act on its behalf. Each credit granted to Bo!Tower under the Loan Documents shall be deemed to have been granted at Guarantor's insistence and request and in consideration of, and in reliance on, this Guaranty. 4. Guaranty of Payment. Subject to the limitations provided herein, Guarantor's liability on this Guaranty is a guaranty of payment and performance, not of collectability. 5. Cessation of Liability. Guarantor's liability under this Guaranty shall not in any way be affected by the cessation of Borrower's liability for any reason other than full performance of all the obligations under the Loan Documents, including, without limitation, any and all obligations to indemnify Lender. 6. Authorization of Lender. Guarantor authorizes Lender, without notice or demand and without affecting its liability under this Guaranty, and without consent of Guarantor or prior notice to Guarantor, tQ;_ --~----- --- ---- - - 6.1 Modify Loan Documents. Make any modifications to the Loan Documents; 6.2 Assign Guaranty. Assign the Loan Documents and this Guaranty; 6.3 Modify Security. Take, hold, or release security for the performance of the Guaranteed Obligations with the consent of the party providing such security; 6.4 Additional Guarantors. Accept or discharge, in whole or in part, additional guarantors; 6.5 Order of Sale. Direct the order and manner of any sale of all or any part of security now or later held under the Loan Documents o