Exhibit 10.16

 


GUARANTY


 


This GUARANTY (the
“Guaranty”) is made and entered into as of June 15, 2015, by LoanCore
Realty Trust, Inc., a Maryland corporation, having an address at 55 Railroad Avenue, Suite 100, Greenwich, CT 06830, (“Guarantor”),
for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall
Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the
following facts:


 


A. LCRT Warehouse I
LLC, a Delaware limited liability company (“Master Seller”; together with each Series Seller (as defined in
the Repurchase Agreement (defined below)) established by Master Seller, collectively, “Seller”), and Buyer have
entered into that certain Master Repurchase Agreement, dated as of the date hereof (as amended, modified and/or restated, the “Repurchase
Agreement”), pursuant to which Buyer may purchase Purchased Loans (as defined in the Repurchase Agreement) from Seller
with a simultaneous agreement from Seller to repurchase such Purchased Loans at a date certain or on demand (the “Transactions”);


 


B. Buyer has requested,
as a condition of entering into the Transaction Documents, that Guarantor deliver to Buyer this Guaranty;


 


C. Guarantor is an Affiliate
(as defined in the Repurchase Agreement) of Master Seller and directly or indirectly controls Seller;


 


D. Guarantor expects
to benefit if Buyer enters into the Transaction Documents with Seller, and desires that Buyer enter into the Transaction Documents
with Seller; and


 


E. Buyer would not enter
into the Transaction Documents with Seller unless Guarantor executed this Guaranty. This Guaranty is therefore delivered to Buyer
to induce Buyer to enter into the Transaction Documents.


 


NOW, THEREFORE,
in exchange for good, adequate, and valuable consideration, the receipt of which Guarantor acknowledges, and to induce Buyer to
enter into the Transaction Documents, Guarantor agrees as follows:


 


1. Definitions.
For purposes of this Guaranty, the following terms shall be defined as set forth below. In addition, any capitalized term used
herein which is defined in the Repurchase Agreement but not defined in this Guaranty shall have the meaning ascribed to such term
in the Repurchase Agreement.


 


(a) “Capital
Lease Obligations” shall mean obligations under a lease that are required to be capitalized for financial reporting purposes
in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be
required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date.


 


    	 



    	 



    


 


(b) “Costs”
means all out-of-pocket costs and expenses incurred by Buyer in any Proceeding or in obtaining legal advice and assistance in connection
with any Proceeding, any Guarantor Litigation, or any default by Seller under the Transaction Documents or by Guarantor under this
Guaranty (including any breach of a representation or warranty contained in this Guaranty), including, without limitation, reasonable
attorneys’ fees, disbursements, court costs and expenses.


 


(c) “Guarantied
Obligations” means Seller’s obligations to fully and promptly pay all sums owed to Buyer under the Repurchase Agreement,
the Letter Agreement, and the other Transaction Documents, at the times and according to the terms required by the Transaction
Documents, including the Repurchase Price for each Purchased Loan, accrued interest, default interest, costs, or fees (including
any such interest, costs or fees arising from and after the filing of an Insolvency Proceeding against Seller), without regard
to any modification, suspension, or limitation of such terms not agreed to by Buyer, such as a modification, suspension, or limitation
arising in or pursuant to any Insolvency Proceeding affecting Seller (even if any such modification, suspension, or limitation
causes Seller’s obligation to become discharged or unenforceable, and in the case of an Insolvency Proceeding against Seller,
even if such modification was made with Buyer’s consent or agreement).


 


(d) “Guarantor
Litigation” means any litigation, arbitration, investigation, or administrative proceeding of or before any court, arbitrator,
or governmental authority, bureau or agency that relates to or affects this Guaranty.


 


(e) “Indebtedness”
means, with respect to any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan,
the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition
price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of
the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien
on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations
(contingent or otherwise) of such Person in respect of letters of credit or similar instruments
(in each case, to the extent such obligations are not cash collateralized) issued or accepted by banks and other financial institutions
for account of such Person; (e) contingent or future funding obligations under any Purchased Loan or any obligations senior to,
or  pari passu  with, any Purchased Loan; (e) Capital Lease Obligations of such Person; (f) obligations of such
Person under any repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest
rate swap, cap or collar agreement or derivatives transaction to which it is a party (after taking into account (i) the effect
of any legally enforceable netting agreement and (ii) the market value of any collateral (including all cash collateral) then securing
such liability or obligation); (g) indebtedness of others guaranteed by such Person to the extent of such guarantee; and (h) all
obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person. Notwithstanding
the foregoing, nonrecourse Indebtedness owing pursuant to a securitization transaction such as a REMIC securitization, a collateralized
loan obligation transaction or other similar securitization shall not be considered Indebtedness for any Person.


 


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(f) “Insolvency
Proceeding” means any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other insolvency,
bankruptcy, reorganization, liquidation, or like proceeding under any Bankruptcy Laws.


 


(g) “Lien”
means any mortgage, lien, encumbrance, charge or other security interest, whether arising under contract, by operation of law,
judicial process or otherwise.


 


(h) “Liquidity”
shall mean, with respect to Guarantor on any date, the sum of cash (other than restricted cash) and unencumbered and unrestricted
cash equivalents held by the Guarantor and its consolidated Subsidiaries.


 


(i) “Member”
means LCRT Warehouse I Member LLC, a Delaware limited liability company.


 


(j) “Net Cash
Proceeds” means, with respect to any issuance or sale by any Person of any of its common stock, the excess of (a) the
sum of the cash and cash equivalents received by such Person in connection with such issuance or sale, less (b) the underwriting
discounts and commissions, and other out-of-pocket expenses, incurred by such Person in connection with such issuance or sale.


 


(k) “Other Financing
Agreement” means any credit facility, repurchase agreement or loan agreement entered into for the purpose of financing
the purchase or origination of commercial real estate loans by Guarantor and/or its direct or indirect Subsidiaries.


 


(l) “Proceeding”
means any action, suit, arbitration, or other proceeding arising out of or relating to the interpretation or enforcement of, this
Guaranty or the Transaction Documents, including (a) an Insolvency Proceeding; (b) any proceeding in which Buyer endeavors to realize
upon any Security or to enforce any Transaction Document(s) (including this Guaranty) against Seller or Guarantor, whether or not
Buyer prevails; and (c) any proceeding commenced by Seller or Guarantor against Buyer.


 


(m) “Recourse
Indebtedness” means, with respect to any Person, as of any date of determination,
the aggregate recourse Indebtedness of such Person on a consolidated basis as of such date and all Indebtedness of other
Persons which such Person has guaranteed or is otherwise recourse to such Person (other than pursuant to any guaranty of customary
non-recourse exceptions, but only to the extent they are contingent).


 


(n) “Security”
means any security or collateral held by or for Buyer for the Transactions, whether real or personal property, including any mortgage,
deed of trust, financing statement, security agreement, and other security document or instrument of any kind securing the Transactions
in whole or in part. “Security” shall include all assets and property of any kind whatsoever pledged or mortgaged to
Buyer pursuant to the Transaction Documents.


 


(o) “Seller”
has the meaning set forth in recital A to this Guaranty and shall include: (a) any estate created by the commencement of an Insolvency
Proceeding affecting Seller; (b) any trustee, liquidator, sequestrator, or receiver of Seller or any of its property; and (c) any
similar person duly appointed pursuant to any law governing any Insolvency Proceeding of Seller.


 


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(p) “State”
means the State of New York.


 


(q) “Subsidiary”
means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited
liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person.


 


(r) “Tangible
Net Worth” means, with respect to any Person, as of any date of determination, (a) all amounts that would be included
under capital or shareholders’ equity (or any like caption) on a consolidated balance sheet of such Person at such date as
determined in accordance with GAAP as of such date, less (b)(i) amounts owing to such Person from Affiliates or from officers,
employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof,
(ii) intangible assets of such Person (other than Hedging Transactions specifically related to the Purchased Loans) and (iii) prepaid
taxes and/or expenses, all on or as of such date.


 


(s) “Total Assets”
means, with respect to any Person, as of any date of determination, an amount equal to the aggregate book value of all assets owned
by such Person on a consolidated basis and the proportionate share of assets owned by non-consolidated Subsidiaries of such Person,
less (a) amounts owing to such Person from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders
or other Persons similarly affiliated with such Person or any Affiliate thereof, (b) intangible assets (other than Hedging Transactions
specifically related to the Purchased Loans), (c) prepaid taxes and expenses, and (d) any collateral or assets applied to reduce
the Indebtedness of such Person under clauses (f)(i) and (ii) of the definition of “Indebtedness”, all on or as of
such date.


 


(t) “Total Indebtedness”
means, with respect to any Person, as of any date of determination, the aggregate Indebtedness of such Person on a consolidated
basis plus the proportionate share of all Indebtedness of all non-consolidated Subsidiaries of such Person as of such date.


 


(u) “Transaction Document”
means each “Transaction Document” (as defined in the Repurchase Agreement) other than this Guaranty.


 


2. Absolute Guaranty
of All Guarantied Obligations. (a)  Subject to clause (b) below, Guarantor hereby unconditionally and irrevocably
guarantees to Buyer the prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration
or otherwise) of the Guarantied Obligations. All assets and property of Guarantor shall be subject to recourse if Guarantor fails
to pay any Guarantied Obligation(s) when and as required to be paid pursuant to the Transaction Documents.


 


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(b) Notwithstanding
anything herein or in any other Transaction Document to the contrary, but subject to clauses (c) and (d) below, the maximum liability
of Guarantor hereunder and under the other Transaction Documents shall in no event exceed the sum of (i) the greater of (A) twenty-five
percent (25%) of the aggregate Repurchase Price of all Purchased Loans then subject to Transactions under the Repurchase Agreement
and (B) $25,000,000 and (ii) Buyer’s Costs relating to the Transactions and enforcement of remedies pursuant to the Transaction
Documents.


 


(c) Notwithstanding
the foregoing, the limitation on recourse liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be
of no further force and effect and the Guarantied Obligations immediately shall become fully recourse to Guarantor in the event
of any of the following:


 


(i) a voluntary
Insolvency Proceeding is commenced by Seller or Member under any Bankruptcy Law; or


 


(ii) an involuntary
Insolvency Proceeding is commenced under any Bankruptcy Law against Seller, Member or Guarantor in connection with which Seller,
Member, Guarantor, or any Affiliate of any of the foregoing has or have colluded in any way with the creditors commencing or filing
such proceeding.


 


(d) In addition to the
foregoing and notwithstanding the limitation on recourse liability set forth in subsection (b) above, Guarantor shall be liable
for any losses, costs, claims, expenses or other liabilities incurred by Buyer arising out of or attributable to:


 


(i) fraud or intentional
misrepresentation by or on behalf of Seller, Member or Guarantor in connection with the execution and the delivery of this Guaranty,
the Repurchase Agreement, the Letter Agreement or any of the other Transaction Documents, or any certificate, report, financial
statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the
term of the Repurchase Agreement;


 


(ii) any material
breach by Seller or Member of the single-purpose entity covenants set forth in Section 12 of the Repurchase Agreement;


 


(iii) the misappropriation
or misapplication by Seller, Guarantor or any of their respective Affiliates of any Income received with respect to the Purchased
Loans in violation of the Transaction Documents; and


 


(iv) any material
breach of any representations and warranties by Seller or Guarantor, or any of their respective Affiliates, of any representations
and warranties in the Transaction Documents relating to Environmental Laws or Hazardous Materials, or any indemnity for costs incurred
in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any
Hazardous Materials, in each case in any way affecting any Mortgaged Property or any of the Purchased Loans.


 


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(e) Nothing herein shall
be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of
the Bankruptcy Code or any other Bankruptcy Law to file a claim for the full amount of the indebtedness secured by the Repurchase
Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to the Buyer in accordance with
the Repurchase Agreement or any other Transaction Documents.


 


(f) Guarantor further
agrees to pay any and all out-of-pocket expenses (including, without limitation, all out-of-pocket fees and disbursements of counsel)
which may be paid or actually incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect
to, or collecting, any or all of the Guarantied Obligations and/or enforcing any rights with respect to, or collecting against,
Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Guarantied Obligations are paid in
full, notwithstanding that from time to time prior thereto Seller may be free from any Guarantied Obligations.


 


(g) No payment or payments
made by Seller, Member or any other Person or received or collected by Buyer from Seller, Member or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or
in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor
hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Guarantied Obligations
until the Guarantied Obligations are paid in full.


 


(h) Guarantor agrees
that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability
hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guaranty for such purpose.


 


3. Nature of Liability.
Guarantor’s liability under this Guaranty is primary and not secondary.


 


4. Changes in Transaction
Documents. Without notice to, or consent by, Guarantor, and in Buyer’s sole and absolute discretion and without prejudice
to Buyer or in any way limiting or reducing Guarantor’s liability under this Guaranty, Buyer may: (a) grant extensions of
time, renewals or other indulgences or modifications to Seller or any other party under any of the Transaction Document(s), (b)
change, amend or modify any Transaction Document(s), (c) authorize the sale, exchange, release or subordination of any Security,
(d) accept or reject additional Security, (e) discharge or release any party or parties liable under the Transaction Documents,
(f) foreclose or otherwise realize on any Security, or attempt to foreclose or otherwise realize on any Security, whether such
attempt is successful or unsuccessful, (g) accept or make compositions or other arrangements or file or refrain from filing a claim
in any Insolvency Proceeding, (h) enter into other Transactions with Seller in such amount(s) and at such time(s) as Buyer may
determine, (i) subject to the terms of the Repurchase Agreement, credit payments in such manner and order of priority to Repurchase
Prices, or other obligations as Buyer may determine in its discretion, and (j) otherwise deal with Seller and any other party related
to the Transactions or any Security as Buyer may determine in its sole and absolute discretion. Without limiting the generality
of the foregoing, Guarantor’s liability under this Guaranty shall continue even if Buyer alters any obligations under the
Transaction Documents in any respect or Buyer’s or Guarantor’s remedies or rights against Seller are in any way impaired
or suspended without Guarantor’s consent. If Buyer performs any of the actions described in this paragraph, then Guarantor’s
liability shall continue in full force and effect even if Buyer’s actions impair, diminish or eliminate Guarantor’s
subrogation, contribution, or reimbursement rights (if any) against Seller, or otherwise adversely affect Guarantor or expand Guarantor’s
liability hereunder.


 


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5. Certain Financial
Covenants. 


 


Guarantor covenants
that:


 


(a) At
no time will Guarantor’s Liquidity fall below the greater of (i) $15,000,000 and (ii) five percent (5%) of the Recourse
Indebtedness of Guarantor.


 


(b) At no time will
Guarantor’s Tangible Net Worth be less than seventy-five percent (75%) of the Net Cash Proceeds from the IPO (which amount
the parties agree to confirm in writing promptly after the closing of the IPO) plus (ii) seventy-five percent (75%) of Net Cash
Proceeds received by Guarantor from issuances or sales of its common stock occurring after the IPO Closing Date plus (iii) seventy-five
percent (75%) of any increase in capital or shareholders’ equity (or like caption) on the balance sheet of Guarantor occurring
after the IPO Closing Date resulting from the settlement, conversion or repayment of any debt securities of Guarantor into common
stock, cash by reference to such common stock, or a combination thereof.


 


(c) At no time will
the ratio of Guarantor’s Total Indebtedness to Total Assets be greater than 0.80 to 1.0.


 


(d) If Guarantor or
any Affiliate thereof has entered into or shall enter into any Other Financing Agreement where the financial covenants (including
the defined terms related thereto) applicable to Guarantor are more favorable to the lender or repurchase buyer thereunder, as
applicable, including without limitation covenants covering the same or similar subject matter to the covenants set forth in this
Section 5 (including the defined terms related thereto), then Guarantor shall deliver written notice to Buyer of such more favorable
terms and, upon Buyer’s request, Guarantor shall enter into an amendment to this Guaranty which amendment shall conform the
covenants in this Section 5 (and/or applicable defined terms) to such more favorable covenants (and/or applicable defined terms)
and/or incorporate such more favorable terms (and/or applicable defined terms) herein.


 


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6. Nature of Guaranty.
Guarantor’s liability under this Guaranty is a guaranty of payment of the Guarantied Obligations, and is not a guaranty of
collection or collectability. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness,
validity, regularity or enforceability of any of the Transaction Documents. Guarantor’s liability under this Guaranty is
a continuing, absolute, and unconditional obligation under any and all circumstances whatsoever (except as expressly stated, if
at all, in this Guaranty), without regard to the validity, regularity or enforceability of any of the Guarantied Obligations. Guarantor
acknowledges that Guarantor is fully obligated under this Guaranty even if Seller had no liability at the time of execution of
the Transaction Documents or later ceases to be liable under any Transaction Document, whether pursuant to Insolvency Proceedings
or otherwise. Guarantor shall not be entitled to claim, and irrevocably covenants not to raise or assert, any defenses against
any Guarantied Obligation that would or might be available to Seller, other than actual payment and performance of such Guarantied
Obligations in full in accordance with their terms. Guarantor waives any right to compel Buyer to proceed first against Seller
or any Security before proceeding against Guarantor. Guarantor agrees that if any of the Guarantied Obligations are or become void
or unenforceable (because of inadequate consideration, lack of capacity, Insolvency Proceedings, or for any other reason), then
Guarantor’s liability under this Guaranty shall continue in full force with respect to all Guarantied Obligations as if they
were and continued to be legally enforceable, all in accordance with their terms and, in the case of Insolvency Proceedings, before
giving effect to the Insolvency Proceedings. Guarantor also recognizes and acknowledges that its liability under this Guaranty
may be more extensive in amount and more burdensome than that of Seller. Without limiting the generality of the foregoing, if the
Guarantied Obligations are “nonrecourse” as to Seller or Seller’s liability for the Guarantied Obligations is
otherwise limited in some way, Guarantor nevertheless intends to be fully liable, to the full extent of all of Guarantor’s
assets, with respect to all the Guarantied Obligations, even though Seller’s liability for the Guarantied Obligations may
be less limited in scope or less burdensome. Guarantor waives any defense that might otherwise be available to Guarantor based
on the proposition that a guarantor’s liability cannot exceed the liability of the principal. Guarantor intends to be fully
liable under the Guarantied Obligations regardless of the scope of Seller’s liability thereunder. Guarantor waives any defenses
to this Guaranty arising or purportedly arising from the manner in which Buyer disburses the Purchase Price for any Purchased Loan
to Seller or otherwise, or any waiver of the terms of any Transaction Document by Buyer or other failure of Buyer to require full
compliance with the Transaction Documents. Guarantor’s liability under this Guaranty shall continue until all sums due under
the Transaction Documents have been paid in full and all other performance required under the Transaction Documents has been rendered
in full, except as expressly provided otherwise in this Guaranty. Guarantor’s liability under this Guaranty shall not be
limited or affected in any way by any impairment or any diminution or loss of value of any Security whether caused by (a) hazardous
substances, (b) Buyer’s failure to perfect a security interest in any Security, (c) any disability or other defense(s) of
Seller, or (d) any breach by Seller of any representation or warranty contained in any Transaction Document.


 


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7. Waivers of Rights
and Defenses. Guarantor waives any right to require Buyer to (a) proceed against Seller, (b) proceed against or exhaust
any Security, or (c) pursue any other right or remedy for Guarantor’s benefit. Guarantor agrees that Buyer may proceed against
Guarantor with respect to the Guarantied Obligations without taking any actions against Seller and without proceeding against or
exhausting any Security. Guarantor agrees that Buyer may unqualifiedly exercise in its sole discretion (or may waive or release,
intentionally or unintentionally) any or all rights and remedies available to it against Seller without impairing Buyer’s
rights and remedies in enforcing this Guaranty, under which Guarantor’s liabilities shall remain independent and unconditional.
Guarantor agrees and acknowledges that Buyer’s exercise (or waiver or release) of certain of such rights or remedies may
affect or eliminate Guarantor’s right of subrogation or recovery against Seller (if any) and that Guarantor may incur a partially
or totally nonreimbursable liability in performing under this Guaranty. Guarantor has assumed the risk of any such loss of subrogation
rights, even if caused by Buyer’s acts or omissions. If Buyer’s enforcement of rights and remedies, or the manner thereof,
limits or precludes Guarantor from exercising any right of subrogation that might otherwise exist, then the foregoing shall not
in any way limit Buyer’s rights to enforce this Guaranty. Without limiting the generality of any other waivers in this Guaranty,
Guarantor expressly waives any statutory or other right (except as set forth herein) that Guarantor might otherwise have to: (i)
limit Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the Guarantied Obligations and
the fair market value of the property or interests sold at such nonjudicial foreclosure sale or to any other extent, (ii) otherwise
limit Buyer’s right to recover a deficiency judgment after any foreclosure sale, or (iii) require Buyer to exhaust its Security
before Buyer may obtain a personal judgment for any deficiency. Any proceeds of a foreclosure or similar sale may be applied first
to any obligations of Seller that do not also constitute Guarantied Obligations within the meaning of this Guaranty. Guarantor
acknowledges and agrees that any nonrecourse or exculpation provided for in any Transaction Document, or any other provision of
a Transaction Document limiting Buyer’s recourse to specific Security or limiting Buyer’s right to enforce a deficiency
judgment against Seller or any other person, shall have absolutely no application to Guarantor’s liability under this Guaranty.
To the extent that Buyer collects or receives any sums or payments from Seller or any proceeds of a foreclosure or similar sale,
Buyer shall have the right, but not the obligation, to apply such amounts first to that portion of Seller’s indebtedness
and obligations to Buyer (if any) that is not covered by this Guaranty, regardless of the manner in which any such payments and/or
amounts are characterized by the person making the payment.


 


8. Additional Waivers.
Guarantor waives diligence and all demands, protests, presentments and notices of every kind or nature, including notices of protest,
dishonor, nonpayment, acceptance of this Guaranty and the creation, renewal, extension, modification or accrual of any of the Guarantied
Obligations. Guarantor further waives the right to plead any and all statutes of limitations as a defense to Guarantor’s
liability under this Guaranty or the enforcement of this Guaranty. No failure or delay on Buyer’s part in exercising any
power, right or privilege under this Guaranty shall impair or waive any such power, right or privilege.


 


9. Other Actions
Taken or Omitted. Notwithstanding any other action taken or omitted to be taken with respect to the Transaction Documents,
the Guarantied Obligations, or the Security, whether or not such action or omission prejudices Guarantor or increases the likelihood
that Guarantor will be required to pay the Guarantied Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal
intention of Guarantor that Guarantor shall be obligated to pay the Guarantied Obligations when due, notwithstanding any occurrence,
circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly
described herein, which obligation shall be deemed satisfied as to any Guarantied Obligation only upon the full and final payment
and satisfaction of such Guarantied Obligations.


 



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10. No Duty to Prove
Loss. To the extent that Guarantor at any time incurs any liability under this Guaranty, Guarantor shall immediately pay
Buyer (to be applied on account of the Guarantied Obligations) the amount provided for in this Guaranty, without any requirement
that Buyer demonstrate that the Security is inadequate for the Transactions; or that Buyer has currently suffered any loss; or
that Buyer has otherwise exercised (to any degree) or exhausted any of Buyer’s rights or remedies with respect to Seller
or any Security.


 


11. Full Knowledge.
Guarantor acknowledges, represents, and warrants that Guarantor has had a full and adequate opportunity to review the Transaction
Documents, the transactions contemplated by the Transaction Documents, and all underlying facts relating to such transactions.
Guarantor represents and warrants that Guarantor fully understands: (a) the remedies Buyer may pursue against Seller and/or Guarantor
in the event of a default under the Transaction Documents, (b) the value (if any) and character of any Security, and (c) Seller’s
financial condition and ability to perform under the Transaction Documents. Guarantor agrees to keep itself fully informed regarding
all aspects of the foregoing and the performance of Seller’s obligations to Buyer. Buyer has no duty, whether now or in the
future, to disclose to Guarantor any information pertaining to Seller, the Transactions or any Security. At any time provided for
in the Transaction Documents, Guarantor agrees and acknowledges that an Insolvency Proceeding affecting Guarantor, or other actions
or events relating to Guarantor (including Guarantor’s failure to comply with the financial covenants in Section 5 of this
Guaranty), in each case, as set forth in the Transaction Documents, may be event(s) of default under the Transaction Documents.


 


12. Representations
and Warranties. Guarantor acknowledges, represents and warrants as of the date hereof and as of each Purchase Date as follows,
and acknowledges that Buyer is relying upon the following acknowledgments, representations, and warranties by Guarantor in entering
into the Transactions:


 


(a) Due Execution;
Enforceability. The Guaranty has been duly executed and delivered by Guarantor, for good and valuable consideration. The
Guaranty constitutes the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with its
respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable
principles.


 


(b) No Conflict.
The execution, delivery, and performance of this Guaranty will not conflict with or result in a breach of any of the terms, conditions
or provisions of (i) the organizational documents of Guarantor, (ii) any contractual obligation to which Guarantor is now a party
or by which it is otherwise bound or to which the assets of Guarantor are subject or constitute a default thereunder, or result
in the creation or imposition of any Lien upon any of the assets of Guarantor thereunder, other than pursuant to this Guaranty,
(iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Guarantor, or (iv) any applicable requirement
of law, in each case under the foregoing clauses (ii), (iii) and (iv), to the extent that such conflict or breach would have a
material adverse effect upon Guarantor’s ability to perform its obligations hereunder. Guarantor has all necessary licenses,
permits and other consents from Governmental Authorities necessary for the performance of its obligations under this Guaranty.


 


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(c) Litigation;
Requirements of Law. There is no action, suit, proceeding, investigation, or arbitration pending or threatened against
Guarantor or its assets, nor is there any action, suit, proceeding, investigation, or arbitration pending or threatened against
Guarantor which may result in any material adverse change in the business, operations, financial condition, properties, or assets
of Guarantor, or which may have an adverse effect on the validity of the Guaranty or the Transaction Documents or the Purchased
Loans or any action taken or to be taken in connection with the obligations of Guarantor under the Guaranty. Guarantor is in compliance
in all material respects with all requirements of law applicable to Guarantor. Guarantor is not in default in any material respect
with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.


 


(d) No Third Party
Consent Required. No consent of any person (including creditors or partners, members, stockholders, or other owners of
Guarantor), except those consents provided as of this date hereof, is required in connection with Guarantor’s execution of
this Guaranty or performance of Guarantor’s obligations under this Guaranty. Guarantor’s execution of, and obligations
under, this Guaranty are not contingent upon any consent, license, permit, approval, or authorization of, exemption by, notice
or report to, or registration, filing, or declaration with, any governmental authority, bureau, or agency, whether local, state,
federal, or foreign.


 


(e) Authority
and Execution. Guarantor is duly formed and validly existing under the laws of the State of Maryland and has full power,
authority, and legal right to execute, deliver and perform its obligations under this Guaranty. Guarantor has taken all necessary
organizational and legal action to authorize this Guaranty.


 


(f) No Representations
by Buyer. Guarantor delivers this Guaranty based solely upon Guarantor’s own independent investigation and based
in no part upon any representation or statement by Buyer.


 


(g) Financial
Covenants. On the date hereof, neither Guarantor nor any of its Affiliates is subject to financial covenants (and/or defined
terms related thereto) that are more favorable to the lender or repurchase buyer, as applicable, under any Other Financing Agreement
than the financial covenants set forth in Section 5 of this Guaranty (and/or defined terms related thereto).


 


(h) Prohibited
Person. (i) None of the funds or other assets of Guarantor constitute property of, or are, to Guarantor’s knowledge,
beneficially owned, directly or indirectly, by a Prohibited Person (as defined in the Repurchase Agreement) with the result that
the investment in Guarantor (whether directly or indirectly), is prohibited by law or the entering into the Repurchase Agreement
or acceptance of this Guaranty by Buyer is in violation of law; (ii) to Guarantor’s knowledge, no Prohibited Person has any
interest of any nature whatsoever in Guarantor with the result that the investment in Guarantor (whether directly or indirectly),
is prohibited by law or the entering into this Guaranty is in violation of law; (iii) to Guarantor’s knowledge, none of the
funds of Guarantor have been derived from any unlawful activity with the result that the investment in Guarantor (whether directly
or indirectly), is prohibited by law or the entering into this Guaranty is in violation of law; (iv) to Guarantor’s knowledge,
Guarantor has not conducted and will not conduct any business and has not engaged and will not engage in any transaction dealing
with any Prohibited Person; and (v) Guarantor is not a Prohibited Person and has not been convicted of a felony or a crime
which if prosecuted under the laws of the United States of America would be a felony.


 


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13. No Misstatements.
No information, exhibit, report or certificate furnished by Guarantor to Buyer in connection with the Transactions or any Transaction
Document contains any material misstatement of fact nor omits any fact necessary to make such information, exhibit, report, or
certificate not materially misleading.


 


14. Reimbursement
and Subrogation Rights. Except to the extent that Buyer notifies Guarantor to the contrary in writing from time to time:


 


(a) General Deferral
of Reimbursement. Except to the extent set forth in Section 14(b) below, Guarantor waives any right to be reimbursed by
Seller for any payment(s) made by Guarantor on account of the Guarantied Obligations, unless and until all Guarantied Obligations
have been paid in full and all periods within which such payments may be set aside or invalidated have expired. Guarantor acknowledges
that Guarantor has received adequate consideration for execution of this Guaranty by virtue of Buyer’s entering into the
Transactions (which benefit Guarantor, as a direct or indirect owner or principal of Seller) and Guarantor does not require or
expect, and is not entitled to, any other right of reimbursement against Seller as consideration for this Guaranty.


 


(b) Deferral of
Subrogation and Contribution. Guarantor agrees it shall have no right of subrogation against Seller or Buyer and no right
of subrogation against any Security unless and until: (a) such right of subrogation does not violate (or otherwise produce any
result adverse to Buyer under) any applicable law, including any bankruptcy or insolvency law; (b) all amounts due under the Transaction
Documents have been paid in full and all other performance required under the Transaction Documents has been rendered in full to
Buyer; (c) all periods within which such payment may be set aside or invalidated have expired; and (d) Buyer has released, transferred
or disposed of all of its right, title and interest in all Security (such deferral of Guarantor’s subrogation and contribution
rights, the “Subrogation Deferral”).


 


(c) Effect of
Invalidation. To the extent that a court of competent jurisdiction determines that Guarantor’s Subrogation Deferral
is void or voidable for any reason, Guarantor agrees, notwithstanding any acts or omissions by Buyer that Guarantor’s rights
of subrogation against Seller or Buyer and Guarantor’s right of subrogation against any Security shall at all times be junior
and subordinate to Buyer’s rights against Seller and to Buyer’s right, title and interest in such Security.


 


(d) Claims in
Insolvency Proceeding. Guarantor shall not file any claim in any Insolvency Proceeding affecting Seller or Member unless
Guarantor simultaneously assigns and transfers such claim to Buyer, without consideration, pursuant to documentation fully satisfactory
to Buyer. Guarantor shall automatically be deemed to have assigned and transferred such claim to Buyer whether or not Guarantor
executes documentation to such effect, and by executing this Guaranty hereby authorizes Buyer (and grants Buyer a power of attorney
coupled with an interest, and hence irrevocable) to execute and file such assignment and transfer documentation on Guarantor’s
behalf. Buyer shall have the sole right to vote, receive distributions, and exercise all other rights with respect to any such
claim, provided, however, that if and when the Guarantied Obligations have been paid in full Buyer shall release to Guarantor any
further payments received on account of any such claim.


 


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15. Waiver Disclosure.
Guarantor acknowledges that pursuant to this Guaranty, Guarantor has waived a substantial number of defenses that Guarantor might
otherwise under some circumstance(s) be able to assert against Guarantor’s liability to Buyer. Guarantor acknowledges and
confirms that Guarantor has substantial experience as a sophisticated participant in substantial commercial real estate transactions
(including financings) and is fully familiar with the legal consequences of signing this or any other guaranty. In addition, Guarantor
is represented by competent counsel. Guarantor has obtained from such counsel, and understood, a full explanation of the nature,
scope, and effect of the waivers contained in this Guaranty (a “Waiver Disclosure”). In the alternative, Guarantor
has, with advice from such counsel, knowingly and intentionally waived obtaining a Waiver Disclosure. Accordingly Guarantor does
not require or expect Buyer to provide a Waiver Disclosure. It is not necessary for Buyer or this Guaranty to provide or set forth
any Waiver Disclosure, notwithstanding any principles of law to the contrary. Nevertheless, Guarantor specifically acknowledges
that Guarantor is fully aware of the nature, scope, and effect of all waivers contained in this Guaranty, all of which have been
fully disclosed to Guarantor. Guarantor acknowledges that as a result of the waivers contained in this Guaranty:


 


(a) Actions by
Buyer. Buyer will be able to take a wide range of actions relating to Seller, the Transactions, and the Transaction Documents,
all without Guarantor’s consent or notice to Guarantor. Guarantor’s full and unconditional liability under this Guaranty
will continue whether or not Guarantor has consented to such actions. Guarantor may disagree with or disapprove such actions, and
Guarantor may believe that such actions should terminate or limit Guarantor’s obligations under this Guaranty, but such disagreement,
disapproval, or belief on the part of Guarantor will in no way limit Guarantor’s obligations under this Guaranty.


 


(b) Interaction
with Seller Liability. Guarantor shall be fully liable for all Guarantied Obligations even if Seller has no liability whatsoever
under the Transaction Documents or the Transaction Documents are otherwise invalid, unenforceable, or subject to defenses available
to Seller. Guarantor acknowledges that Guarantor’s full and unconditional liability under this Guaranty (with respect to
the Guarantied Obligations as if they were fully enforceable against Seller) will continue notwithstanding any such limitations
on or impairment of Seller’s liability.


 


(c) Timing of
Enforcement. Buyer will be able to enforce this Guaranty against Guarantor even though Buyer might also have available
other rights and remedies that Buyer could conceivably enforce against the Security or against other parties. As a result, Buyer
may require Guarantor to pay the Guarantied Obligations earlier than Guarantor would prefer to pay the Guarantied Obligations,
including immediately upon the occurrence of a default by Seller. Guarantor will not be able to assert against Buyer various defenses,
theories, excuses, or procedural requirements that might otherwise force Buyer to delay or defer the enforcement of this Guaranty
against Guarantor. Guarantor acknowledges that Guarantor intends to allow Buyer to enforce the Guaranty against Guarantor in such
manner. All of Guarantor’s assets will be available to satisfy Buyer’s claims against Guarantor under this Guaranty.


 



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(d) Continuation
of Liability. Guarantor’s liability for the Guarantied Obligations shall continue at all times until the Guarantied
Obligations have actually been paid in full, even if other circumstances have changed such that in Guarantor’s view Guarantor’s
liability under this Guaranty should terminate, except to the extent that any express conditions to the termination of this Guaranty,
as set forth in this Guaranty, have been satisfied.


 


16. Buyer’s
Disgorgement of Payments. Upon payment of all or any portion of the Guarantied Obligations, Guarantor’s obligations
under this Guaranty shall continue and remain in full force and effect at all times until the Guarantied Obligations have actually
been paid in full, if all or any part of such payment is, pursuant to any Insolvency Proceeding or otherwise, avoided or recovered
directly or indirectly from Buyer as a preference, fraudulent transfer, or otherwise, irrespective of any notice of revocation
given by Guarantor prior to such avoidance or recovery. Subject to the foregoing, Guarantor’s liability under this Guaranty
shall continue until all periods have expired within which Buyer could (on account of any Insolvency Proceedings, whether or not
then pending, affecting Seller or any other person) be required to return, repay, or disgorge any amount paid at any time on account
of the Guarantied Obligations.


 


17. 
Financial Information; Notice of Default and Litigation. Guarantor shall deliver to Buyer such financial and
reporting information described in Section 11(i) of the Repurchase Agreement with respect to Guarantor on or before the
dates set forth therein, and shall also, within five (5) Business Days after Buyer’s request made at anytime, deliver to
Buyer such additional financial information relating to Guarantor as Buyer may reasonably request and which is in Guarantor’s
possession or is reasonably obtainable by Guarantor. Guarantor shall promptly, and in any event (a) within three (3) Business
Days after Guarantor’s knowledge thereof, notify Buyer of any default on the part of Guarantor under any Indebtedness which
could give rise to an Event of Default, and (b) within three (3) Business Days after service of process or Guarantor’s
knowledge thereof, notify Buyer of the commencement, or threat in writing of, any action, suit, proceeding, investigation or arbitration
involving Guarantor or any of its Affiliates or assets or any judgment in any action, suit, proceeding, investigation or arbitration
involving Guarantor or any of its Affiliates or assets, which in any of the foregoing cases (i) relates to any Purchased Loan,
(ii) questions or challenges the validity or enforceability of any Transaction or Transaction Document, (iii) makes a
claim or claims against Guarantor in an aggregate amount in excess of $1,000,000 or (iv) that, individually or in the aggregate,
if adversely determined, could be reasonably likely to have a Material Adverse Effect.



 


18. Right to Set
Off. Notwithstanding anything to the contrary contained herein, no provision of this Guaranty shall be deemed to limit,
decrease or in any way diminish any rights of set-off Buyer may have with respect to any cash, cash equivalents, certificates of
deposit or the like which may now or hereafter be put on deposit with Buyer by Seller or by Guarantor. Upon the occurrence and
during the continuance of any Event of Default, Buyer is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time
held and any and all amounts owing by Buyer or any Affiliate of Buyer under any Affiliated Hedging Transaction to or for the credit
or the account of Guarantor or its Affiliates against any and all of the obligations of Guarantor now or hereafter existing under
this Guaranty (or against any obligations of Guarantor or its Affiliates under any other Affiliated Hedging Transactions), irrespective
of whether or not Buyer shall have made any demand under this Guaranty (or Buyer or its Affiliate shall have made any demand under
any such other Affiliated Hedging Transaction) and although such obligations may be contingent and unmatured. Buyer agrees promptly
to notify Guarantor after any set-off and application, provided that the failure to give such notice shall not affect the validity
of such set-off and application or this Guaranty. The rights of Buyer under this Section 18 are in addition to other rights
and remedies (including, without limitation, other rights to set-off) which Buyer may have.


 


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19. Consent to Jurisdiction.
Guarantor agrees that any Proceeding to enforce this Guaranty may be brought in any state or federal court located in New York
City, New York. By executing this Guaranty, Guarantor irrevocably accepts and submits to the exclusive personal jurisdiction of
each of the aforesaid courts, generally and unconditionally with respect to any such Proceeding. Guarantor agrees not to assert
any basis for transferring jurisdiction of any such proceeding to another court. Guarantor further agrees that a final judgment
against Guarantor in any Proceeding shall be conclusive evidence of Guarantor’s liability for the full amount of such judgment.


 


20. Merger; No Conditions;
Amendments. This Guaranty and documents referred to herein contain the entire agreement among the parties with respect
to the matters set forth in this Guaranty. This Guaranty supersedes all prior agreements among the parties with respect to the
matters set forth in this Guaranty. No course of prior dealings among the parties, no usage of trade, and no parol or extrinsic
evidence of any nature shall be used to supplement, modify, or vary any terms of this Guaranty. This Guaranty is unconditional.
There are no unsatisfied conditions to the full effectiveness of this Guaranty. No terms or provisions of this Guaranty may be
changed, waived, revoked, or amended without Buyer’s written agreement. If any provision of this Guaranty is determined to
be unenforceable, then all other provisions of this Guaranty shall remain fully effective.


 


21. Enforcement.
Guarantor acknowledges that this Guaranty is an “instrument for the payment of money only,” within the meaning of New
York Civil Practice Law and Rules Section 3213. In the event of any Proceeding between Seller or Guarantor and Buyer, including
any Proceeding in which Buyer enforces or attempts to enforce this Guaranty or the Transactions against Seller or Guarantor, or
in the event of any Guarantor Litigation, Guarantor shall reimburse Buyer for all Costs of such Proceeding.


 


22. Fundamental
Changes. Guarantor shall not wind up, liquidate, or dissolve its affairs or enter into any transaction of merger or consolidation,
or sell, lease, or otherwise dispose of (or agree to do any of the foregoing) all or substantially all of its property or assets,
without Buyer’s prior written consent.


 


23. Prohibited Person. Guarantor
shall not, without prior written consent of Buyer, conduct any business, nor engage in any transaction or dealing, with any Prohibited
Person (as defined in the Repurchase Agreement), including, but not limited to, the making or receiving of any contribution of
funds, goods, or services, to or for the benefit of a Prohibited Person; or engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in
Executive Order 13224 issued on September 24, 2001. Guarantor further covenants and agrees to deliver (from time to time) to Buyer
any such certification or other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that Guarantor
has not, to its knowledge, engaged in any business, transaction or dealings with a Prohibited Person, including, but not limited
to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person.


 


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24. Further Assurances.
Guarantor shall execute and deliver such further documents, and perform such further acts, as Buyer may reasonably request to achieve
the intent of the parties as expressed in this Guaranty, provided in each case that any such documentation is consistent with this
Guaranty and with the Transaction Documents.


 


25. Certain Entities.
Guarantor’s liability shall not be impaired by changes in the name or composition of Seller or Guarantor; and the withdrawal
or removal of any member(s) of Seller or Guarantor shall not diminish Guarantor’s liability.


 


26. Counterparts.
This Guaranty may be executed in counterparts each of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a
..pdf e-mail transmission) of an executed counterpart of a signature page to this Guaranty shall be effective as delivery of an
original executed counterpart of this Guaranty.


 


27. WAIVER OF TRIAL
BY JURY. GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS GUARANTY OR THE TRANSACTION
DOCUMENTS OR ANY OBLIGATION(S) OF GUARANTOR HEREUNDER OR UNDER THE TRANSACTION DOCUMENTS.


 


28. Miscellaneous.


 


(a) Assignability.
Buyer may assign the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction Documents
in accordance with the Repurchase Agreement without in any way affecting Guarantor’s liability. Upon request in connection
with any such assignment Guarantor shall deliver such documentation as Buyer shall reasonably request. Buyer may from time to time
designate any Person to hold and exercise any or all of Buyer’s rights and remedies under this Guaranty. This Guaranty shall
benefit Buyer and its successors and assigns and shall bind Guarantor and its heirs, executors, administrators, successors and
assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer.


 


(b) Notices.
All notices, requests, and demands to be made under this Guaranty shall be given in writing and shall be effective for all purposes
if hand delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or registered United States mail,
postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted
delivery, or (d) by email provided that such email notice must also be delivered by one of the means set forth in (a), (b) or (c)
above, to the address set forth in Annex I attached to this Guaranty or at such other address and person as shall be designated
from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided
for in this Section 27(b). A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of
delivery, (b) in the case of registered or certified mail, when delivered on a Business Day, (c) in the case of expedited prepaid
delivery upon delivery on a Business Day, or (d) in the case of email, upon delivery such email; provided that (i) such email notice
was also delivered by one of the means set forth in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting
party did not receive an electronic notice of a transmission failure. A party receiving a notice which does not comply with the
technical requirements for notice under this Section may elect to waive any deficiencies and treat the notice as having been properly
given.


 


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(c) Interpretation.
This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 of the General Obligations
Law, but otherwise disregarding its rules on conflicts of laws. The word “include” and its variants shall be interpreted
in each case as if followed by the words “without limitation.”


 


29. Business Purposes.
Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal,
family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require
the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal,
family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor’s obligation(s) under
this Guaranty constitute(s) a “debt” within the meaning of the United States Fair Debt Collection Practices Act, 15
U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or
acting through its counsel) makes any demand or commences any action to enforce this Guaranty.


 


30. No Third-Party
Beneficiaries. This Guaranty is executed and delivered for the benefit of Buyer and its successors and assigns, and is
not intended to benefit any third party.


 


31. CERTAIN ACKNOWLEDGMENTS
BY GUARANTOR. GUARANTOR ACKNOWLEDGES THAT BEFORE EXECUTING THIS GUARANTY: (A) GUARANTOR HAS HAD THE OPPORTUNITY TO REVIEW
IT WITH AN ATTORNEY OF GUARANTOR’S CHOICE; (B) BUYER HAS RECOMMENDED TO GUARANTOR THAT GUARANTOR OBTAIN SEPARATE COUNSEL,
INDEPENDENT OF SELLER’S COUNSEL, REGARDING THIS GUARANTY; AND (C) GUARANTOR HAS CAREFULLY READ THIS GUARANTY AND UNDERSTOOD
THE MEANING AND EFFECT OF ITS TERMS, INCLUDING ALL WAIVERS AND ACKNOWLEDGMENTS CONTAINED IN THIS GUARANTY AND THE FULL EFFECT OF
SUCH WAIVERS AND THE SCOPE OF GUARANTOR’S OBLIGATIONS UNDER THIS GUARANTY.


 


[NO FURTHER TEXT ON
THIS PAGE]

 


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IN WITNESS WHEREOF, Guarantor has duly
executed this Guaranty as of the day first written above.


	 	 	 	 	 
	 	GUARANTOR:	 
	 	 	 	 
	 	LoanCore Realty Trust,
    Inc.,	 
	 	a Maryland corporation	 
	 	 	 	 
	 	By:	/s/ Christopher McCormack	 
	 	 	Name:  	Christopher McCormack	 
	 	 	Title:	Chief Financial Officer and Treasurer	 



 


    	 



    	 



    
 

ANNEX I


 



	 	 
	Address for Notices
    to Guarantor:
	 	 
	LoanCore Realty Trust, Inc.,
	55 Railroad Avenue, Suite 100
	Greenwich, CT 06830
	Attention:  	Chris McCormack
	Telephone: 	(203) 861-6010
	Telecopy:  	(203) 861-6006
	Email:	CMcCormack@loancorecapital.com
	 	 
	With copies to:
	 	 
	LoanCore Realty Trust, Inc.,
	55 Railroad Avenue, Suite 100
	Greenwich, CT 06830
	Attention:	Tyler Shea
	Telephone:       	(203) 861-6031
	Telecopy:	(203) 861-6006
	Email:               	tshea@loancorecapital.com 
	 	 
	and for all emails, also to:
	 	 
	Email: warehouse@loancorecapital.com
	 	 
	With a  copy to:
	 	 
	Kaye Scholer LLP
	425 Park Avenue 
	New York, New York  10022
	Attention:	Stephen Gliatta / Jonathan Arkins
	Telephone:	(212) 836-8618 / (212) 836-7403
	Telecopy:	(212) 836-6448 / (212) 836-6328
	 	 
	Address for Notices
    to Buyer:
	 	 
	Deutsche Bank AG, Cayman Islands Branch
	60 Wall Street
	New York, New York 10005
	Attention:	Dean Aotani
	Telephone:	(212) 250-6870
	Telecopy:	(212) 797-5630
	Email:	dean.aotani@db.com


 


    	 



    	 



    

 


	 	 
	With copies to:	 
	 	 
	Deutsche Bank AG, Cayman Islands Branch
	60 Wall Street
	New York, New York 10005
	Attention:  General Counsel
	 	 
	and	 
	 	 
	Deutsche Bank AG, Cayman Islands Branch
	60 Wall Street
	New York, New York 10005
	Attention:	Robert W. Pettinato Jr.
	Telephone:	(212) 797-0286
	Telecopy:	(212) 797-5630
	Email:	robert.pettinato@db.com
	 	 
	and	 
	 	 
	Deutsche Bank AG, Cayman Islands Branch
	60 Wall Street
	New York, New York 10005
	Attention:	Christine Belbusti
	Telephone:	(212) 250-5302
	Telecopy:	(732) 935-2103
	Email:	christine.belbusti@db.com
	 	 
	and	 
	 	 
	Sidley Austin LLP
	787 Seventh Avenue
	New York, New York  10019
	Attention:	Robert L. Boyd, Esq.
	Telephone:	(212) 839-7352
	Fax:	(212) 839-5599
	Email:	rboyd@sidley.com