Exhibit 4.6


 


CONTINUING UNCONDITIONAL GUARANTEE


 


WHEREAS, MBC Funding
II Corp., a New York corporation (the “Issuer”), is entering into that certain Indenture, dated as of the date
hereof (as the same may be amended, modified, supplemented or restated from time to time, the “Indenture”),
with Manhattan Bridge Capital, Inc. (the “Guarantor”), Computershare Trust Company, as initial trustee (the
“Trustee”), and Goldenthal & Suss CPA’s and Consultants P.C., as initial collateral agent (the “Collateral
Agent”) pursuant to which the Issuer is concurrently issuing its __% Senior Secured Notes due __________ 2026 (the “Notes”)
(all capitalized terms used herein shall have the same meaning as ascribed to them in the Indenture unless otherwise expressly
stated); and


 


WHEREAS, as a condition
precedent to the issuance of the Notes, the Guarantor is required to execute and deliver this Continuing Unconditional Guarantee
(this “Guarantee”) to the Trustee, for the benefit of itself, the Collateral Agent and the Noteholders; and


 


WHEREAS, the Guarantor
is the sole stockholder of the Issuer and will directly or indirectly receive certain benefits from the proceeds of the issuance
of the Notes by the Issuer and is therefore willing to guaranty the prompt payment and performance of the Obligations (as such
term is hereinafter defined) of the Issuer, on the terms set forth in this Guarantee.


 


NOW, THEREFORE, for
value received and in consideration of the purchase of the Notes by the Noteholders, the undersigned unconditionally guarantees the
full and prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at
all times thereafter, of all of the indebtedness and obligations of every kind and nature of the Issuer under the Indenture, the
Notes or any other Transaction Document, whether owing to the Indenture Trustee, the Collateral Agent or the Noteholders with respect
to the payment of principal, interest, and collection costs owing under the Notes or otherwise (all such indebtedness and obligations
being hereinafter referred to as the “Obligations”). The Guarantor further agrees to pay all reasonable out-of-pocket
costs and expenses, including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees paid
or incurred by the Trustee, the Collateral Agent or any Noteholder in collecting all or any part of the Obligations from, or in
prosecuting any action against, the Guarantor (together with the Obligations, the “Guaranteed Obligations”).
All amounts payable by the Guarantor under this Guarantee shall be payable upon demand by the Trustee, the Collateral Agent or
any Noteholder and shall be made in lawful money of the United States, in immediately available funds.


 


Section
1.          No Fraudulent Conveyance. Notwithstanding any provision
of this Guarantee to the contrary, it is intended that this Guarantee, and any security interests granted by the Guarantor to secure
this Guarantee, do not constitute a “Fraudulent Conveyance” (as defined below). Consequently, the Guarantor agrees
that if this Guarantee, or any such security interests securing this Guarantee, would, but for the application of this sentence,
constitute a Fraudulent Conveyance, this Guarantee and each such security interest shall be valid and enforceable only to the maximum
extent that would not cause this Guarantee or such security interest to constitute a Fraudulent Conveyance, and this Guarantee
or the Transaction Documents providing for such security interest shall automatically be deemed to have been amended accordingly
at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section
548 of Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy Code”)
or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer
law or similar law of any state, nation or other governmental unit, as in effect from time to time.


 




     


     


    

 


Section
2.          Unconditional Guaranty. The Guarantor hereby agrees
that, its obligations under this Guarantee shall be unconditional, irrespective of (a) the genuineness, validity, regularity,
enforceability or any future amendment of, or change in this Guaranty, the Transaction Documents, the Obligations or any part thereof,
or of the Notes or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect
from the Issuer or any other guarantor of all or any part of the Obligations or other action to enforce the same, (c) the
waiver, modification, extension, amendment or consent by the Trustee, the Collateral Agent or the Noteholders with respect to any
provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter
executed by the Issuer or any other guarantor of all or any part of the Obligations, and delivered to the Trustee or the Collateral
Agent, (d) failure by the Trustee or the Collateral Agent to take any steps to perfect and maintain its security interest
in, or to preserve its rights to, any security or collateral for the Obligations or any guaranty, (e) the existence or nonexistence
of any defenses which may be available to the Issuer or any other guarantor of all or any part of the Obligations, (f) the
institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against any of the Issuer or any other
guarantor, or the Trustee’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code,
(g) any borrowing or grant of a security interest by the Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy
Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (h) the disallowance, under Section 502 of the
Bankruptcy Code, of all or any portion of the Trustee’s claim(s) for repayment of the Obligations, (i) any assignment
or other transfer of the Issuer’s interest or any assumption of the Issuer’s obligations under the Notes, the Indenture
or any Transaction Document or (j) any other circumstance which might otherwise constitute a legal or equitable discharge or defense
of a guarantor.


 


Section
3.          Demand by the Trustee. It is expressly understood and
agreed that, if, at any time, the outstanding Obligations are declared to be immediately due and payable, then the Guarantor shall,
without demand, pay to the Trustee the entire amount of the outstanding Obligations. Payment by the Guarantor shall be made to
the Trustee in immediately available federal funds to an account designated by the Trustee or at the address set forth herein for
the giving of notice to the Trustee or at any other address that may be specified in writing from time to time by the Trustee,
and shall be credited and applied in accordance with the Indenture.


 


Section
4.          Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of receivership or bankruptcy of the Issuer or other guarantors,
protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this Guarantee will not be discharged,
except by complete and indefeasible payment and performance of the Guaranteed Obligations. The Guarantor further waives notice
of (a) acceptance of this Guarantee, (b) the existence or incurring from time to time of any Obligations guarantied hereunder,
(c) the existence of any Default or Event of Default, the making of demand, nonpayment, or the taking of any action by the Trustee,
the Collateral Agent or any Noteholder, under the Indenture or any of the other Transaction Documents, and (d) the benefit of any
statute of limitations. Upon the occurrence and during the continuance of any Event of Default, the Trustee may, at its sole election,
proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the
Obligations, without first proceeding against the Issuer or any other guarantor, or against any security or collateral for the
Obligations. The Guarantor’s obligations hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including, without limitation, any claim of waiver, release, surrender, attention or compromise and shall not be
subject to, and the Guarantor hereby irrevocably waives, any defense or set-off, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality or unenforceability of any of the Guarantor’s obligations hereunder or otherwise.
The Guarantor agrees that this Guarantee constitutes a guarantee of payment when due and not of collection.


 




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Section
5.          Authorization. The Trustee is hereby authorized in
accordance with the Indenture, without notice or demand and without affecting the liability of the Guarantor hereunder, at any
time and from time to time to (a) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating
to, the Obligations or otherwise modify, amend or change the terms of the Notes or other agreement, document or instrument now
or hereafter executed by the Issuer or any other guarantor and delivered to the Trustee or the Collateral Agent; (b) accept
partial payments on the Obligations; (c) take and hold, or direct the Collateral Agent to take and hold, security or collateral
for the payment of the Obligations guaranteed hereby, or for the payment of this Guarantee, or for the payment of any other guaranties
of the Obligations, and exchange, enforce, waive and release, or direct the Collateral Agent to exchange, enforce, waive and release,
any such security or collateral; (d) apply such security or collateral and direct the order or manner of sale or other disposition
thereof as in its discretion it may determine; (e) take any action under or in respect of the Transaction Documents in the exercise
of any remedy, power or privilege contained therein or available to it at law, equity or otherwise, or waive or refrain from exercising
any such remedies, powers or privileges and (f) settle, release, compromise, collect or otherwise liquidate the Obligations
and direct the Collateral Agent to do the same with respect to any security or collateral therefor in any manner, without affecting
or impairing the obligations of the Guarantor hereunder. The time and manner of application of any payments or credits, whether
received from the Issuer or any other source, shall be made by the Trustee in accordance with the Indenture. All such payments
and credits may be applied, reversed and reapplied, in whole or in part, to any of the Obligations as the Trustee shall determine
in its discretion without affecting the validity or enforceability of this Guarantee.


 


Section
6.          The Guarantor’s Responsibility. The Guarantor
hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any and all endorsers and/or
other guarantors of any instrument or document evidencing all or any part of the Obligations and of all other circumstances bearing
upon the risk of nonpayment of the Obligations or any part thereof, and the Guarantor hereby agrees that none of the Trustee, the
Collateral Agent or any Noteholder shall have any duty to advise the Guarantor of information known to the Trustee, the Collateral
Agent or such Noteholder regarding such condition or any such circumstances or to undertake any investigation. If the Trustee,
the Collateral Agent or any Noteholder, in its discretion, undertakes at any time or from time to time to provide any such information
to the Guarantor, none of the Trustee, the Collateral Agent or such Noteholder shall be under any obligation to update any such
information or to provide any such information to the Guarantor on any subsequent occasion. The Guarantor further acknowledges
that the Guarantor has examined or had the opportunity to examine the Indenture and the other Transaction Documents, and waives
any defense which may exist resulting from the Guarantor’s failure to receive or examine at any time the Indenture or the
other Transaction Documents.


 




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Section
7.          Consent. The Guarantor consents and agrees that none
of the Trustee, the Collateral Agent or any Noteholder shall be under any obligation to marshal any assets in favor of the Guarantor
or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent that the Issuer, the
Guarantor or any other Person makes a payment or payments to the Trustee, the Collateral Agent or a Noteholder, or the Trustee,
the Collateral Agent or a Noteholder receives any proceeds of collateral, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer, its estates, the
trustees, receivers or any other Person, including, without limitation, the Guarantor, under any bankruptcy law, state or federal
law, common law or equitable theory, then to the extent of such payment or repayment, the Obligations or the part thereof which
has been paid, reduced or satisfied by such amount, and the Guarantor’s obligations hereunder with respect to such portion
of the Obligations, shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or
satisfaction occurred.


 


Section
8.          Binding on Assigns. This Guarantee shall be binding
upon the Guarantor and upon its successors (including, without limitation, any receiver, the trustee or debtor-in-possession of
or for the Guarantor) and assigns of the Guarantor, and shall inure to the benefit of the Trustee, the Collateral Agent, the Noteholders
and their respective successors and assigns; provided, however, that the Guarantor’s obligations hereunder
may not be delegated or assigned without the Trustee’s and the Collateral Agent’s prior written consent.


 


Section
9.          Representations and Warranties. The Guarantor represents
and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Trustee, the Collateral
Agent and the Noteholders that:


 


(a)       The
Guarantor is a corporation duly created and validly existing in good standing under the laws of the State of New York and has full
power, authority and legal right to execute and deliver this Guarantee and the other Transaction Documents to which the Guarantor
is a party, and to perform its obligations hereunder and thereunder.


 


(b)       The
execution and delivery by the Guarantor of this Guarantee and the other Transaction Documents to which the Guarantor is a party,
and the performance by the Guarantor of its obligations hereunder and thereunder, has been duly and validly authorized and will
not violate the organizational documents of the Guarantor, nor will such execution, delivery or performance require the authorization,
consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action by, any arbitrator,
court or other Governmental Authority (other than the SEC) or conflict with, or result in a breach or violation of, any provision
of any law or regulation governing the Guarantor or any order, writ, judgment or decree of any arbitrator, court or other Governmental
Authority applicable to the Guarantor or any of its assets, any indenture, mortgage, deed of trust, partnership agreement or other
agreement or instrument to which the Guarantor is a party or by which the Guarantor or all or any portion of its assets is bound,
which breach or violation would materially adversely affect either the ability of the Guarantor to perform its obligations under
this Guarantee and such other Transaction Documents or the financial condition of the Guarantor.


 




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(c)       The
Guarantor has requisite power and authority to transact the businesses in which it is now engaged. The Guarantor is duly qualified
to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection its business
and operations. The Guarantor possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary
to entitle it to transact the businesses in which it is now engaged, the failure of which to obtain would result in a material
adverse effect on either the ability of the Guarantor to perform its obligations under this Guarantee and the other Transaction
Documents to which it is a party or the financial condition of the Guarantor.


 


(d)       This
Guarantee and the other Transaction Documents to which it is a party have been duly executed and delivered by the Guarantor and
constitute valid, legal and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with the terms
hereof and thereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.


 


(e)       The
Guarantor has no employee benefit plans and is not required to make any contributions to any Plans.


 


(f)        The
Guarantor is not: (i) an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the 1940 Act; (ii) a “holding company” or a “subsidiary company” of a “holding
company” or an “affiliate” of either a “holding company” or a “subsidiary company” within
the meaning of the Public Utility Holding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or
regulation which prevents the Guarantor from entering into this Guarantee or the other Transaction Documents to which it is a party.


 


(g)       The
Transaction Documents and the Prospectus do not contain any untrue statement of a material fact or omit to state any material fact
necessary to make statements contained herein or therein not misleading.


 


(h)       There
are no Proceedings at law or in equity or by or before any government authority, arbitral tribunal or other body now pending against
the Guarantor or, to the best knowledge of the Guarantor, threatened against the Guarantor which questions the validity or legality
of or seeks damages in connection with this Guarantee or which seeks to prevent the consummation of any of the transactions contemplated
by this Guarantee.


 


(i)        It
is in the Guarantor’s direct interest to assist the Issuer in issuing the Notes because the Guarantor has a direct investment
in or business relationship with the Issuer.


 




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Section
10.        Continuation. This Guarantee shall continue in full force
and effect (and may not be revoked or terminated) until such time as the Trustee has, in writing, notified the Guarantor that all
of the Obligations have been indefeasibly paid and satisfied in full and the Indenture has been terminated.


 


Section
11.        Subrogation. The Guarantor shall not at any time exercise
any rights of any nature of subrogation, contribution, reimbursement or indemnity and any right of the Guarantor to recourse to
any assets or property of, or payment from, the Issuer or any other guarantor of all or any part of the Obligations as a result
of any payments made or to be made hereunder for any reason, unless and until all of the Obligations have been indefeasibly paid
and satisfied in full. Any payments received by the Guarantor in violation of this Section 11 shall be held in trust for and immediately
remitted to the Trustee.


 


Section
12.        Subordination. The payment of any and all of indebtedness,
liabilities and obligations of the Issuer to the Guarantor of every kind or nature, whether joint or several, due or to become
due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise
(collectively, the “Subordinated Debt”), is expressly subordinated to the Obligations. So long as any Obligations
remain outstanding and the Indenture has not been terminated, no payment of any kind (by voluntary payment, prepayment, acceleration,
setoff or otherwise) of any portion of the Subordinated Debt may be made by the Issuer or received or accepted by the Guarantor
at any time. Until such time as the Obligations have been indefeasibly paid and satisfied in full and the Indenture has been terminated,
the Guarantor will not (a) obtain any lien, security interest or other encumbrance on any property of the Issuer to secure the
Subordinated Debt, or (b) make demand for payment of the Subordinated Debt or commence any lawsuit, action or proceeding of any
kind against the Issuer to recover all or any part of the Subordinated Debt. Any payments received by the Guarantor in violation
of this Section 12 shall be held in trust for and immediately remitted to the Trustee.


 


Section
13.       GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).


 


Section
14.        CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL WAIVER.
ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO RELATING IN ANY WAY TO THIS GUARANTEE MAY BE BROUGHT AND ENFORCED IN
THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND THE GUARANTOR IRREVOCABLY SUBMITS TO THE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING. THE GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO REMOVE ANY SUCH ACTION OR PROCEEDING
BY REASON OF IMPROPER VENUE OR INCONVENIENT FORUM. AS LONG AS ANY OBLIGATIONS REMAIN OUTSTANDING AND THE INDENTURE HAS NOT BEEN
TERMINATED, SERVICE OF PROCESS UPON THE GUARANTOR SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE IN ANY SUCH LEGAL ACTION OR PROCEEDING. THE GUARANTOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY.


 




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Section
15.        Entire Agreement; Severability. This Guarantee represents
the entire understanding and agreement between the Guarantor, on the one hand, and the Trustee, the Collateral Agent and the Noteholders,
on the other hand, with respect to the subject matter contained herein, and there are no other existing agreements or understandings,
whether oral or written, between or among such parties as to such subject matter. Wherever possible, each provision of this Guarantee
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guarantee shall
be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guarantee.


 


Section
16.        Cumulative Remedies; Amendments. All rights and remedies
hereunder and under the Indenture and the other Transaction Documents are cumulative and not alternative, and the Trustee, the
Collateral Agent or the Noteholders may proceed in any order from time to time against the Issuer, the Guarantor or any other guarantor
of all or any part of the Obligations and their respective assets. None of the Trustee, the Collateral Agent or the Noteholders
shall have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Trustee’s, the Collateral
Agent’s or the Noteholders’ rights against, the Issuer or any other guarantor of all or any part of the Obligations
prior to proceeding against the Guarantor hereunder. No failure or delay on the part of the Trustee, the Collateral Agent or the
Noteholders in the exercise of any power, right or privilege shall impair such power, right or privilege or be construed to be
a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No amendment, modification or waiver of any
provision of this Guarantee, or consent to any departure by the Guarantor therefrom, shall be effective unless the same shall be
in writing and signed by the Trustee, the Collateral Agent and the Guarantor. Each amendment, modification or waiver shall be effective
only in the specific instance and for the specific purpose for which it was given.


 


Section
17.        Notices. Any communication provided for or permitted hereunder
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier
or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as
aforesaid, to: (a) in the case of the Guarantor Manhattan Bridge Capital, Inc., 60 Cutter Mill Road, Suite 205, Great Neck, New
York 11021, Attention: Assaf Ran, (b) in the case of the Trustee, Computershare Trust Company, N.A., [address], Attention:
________________, facsimile number: __________, and (c) in the case of the Collateral Agent, Goldenthal & Suss CPA’s
and Consultants P.C., [address], Attention: ________________, facsimile number: __________; or at such other address as
may be substituted by notice given as herein provided.


 




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Section
18.         Relation to Intercreditor Agreement.


 


(i)          Notwithstanding
anything herein to the contrary, the obligations and liabilities of the Guarantor pursuant to this Guarantee and the exercise of
any right or remedy by the Trustee hereunder are subject to the provisions of that certain Intercreditor Agreement dated as of
the date hereof among the Trustee, the Collateral Agent and Webster Business Credit Corporation, as such agreement may from time
to time be amended, restated, supplemented or otherwise modified. In the event of any conflict between the terms of such agreement
and this Guarantee, the terms of such agreement shall govern and control.


 


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IN WITNESS WHEREOF,
this Guarantee has been duly executed by the undersigned as of __________ __, 2016.


 


	 	MANHATTAN BRIDGE CAPITAL, INC.
	 	 	 
	 	By:  	 
	 	 	Name:  
	 	 	Title:


 


Signature Page to Continuing Unconditional
Guarantee