EXHIBIT 10.4


 





 


GUARANTY OF RECOURSE OBLIGATIONS OF BORROWER


 


FOR VALUE RECEIVED,
and to induce PRIP STONE RIDGE, LLC, a Delaware limited liability company, having its address, do Paladin Realty Partners,
LLC, at 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California 90024 (“Lender”), to lend to DT STONE RIDGE,
LLC, a South Carolina limited liability company, having its principal place of business at 11132 Ventura Boulevard, Suite 415,
Studio City, California 91604 (“Borrower”), the principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000)
(the “Loan”), evidenced by that certain promissory note in the original principal amount of Three Million Five Hundred
Thousand Dollars ($3,500,000) (the “Note”) and secured by the Security Instrument (as defined in the Note) and by certain
other Loan Documents (as defined in the Note), the undersigned, DT COLUMBIA SC MANAGEMENT, LLC, a Delaware limited liability
company, JAMES MARKEL, an individual, DANIEL MARKEL, an individual, and THOMAS GALLOP, an individual, each
having an address at 11132 Ventura Boulevard, Suite 415, Studio City, California 91604 (hereinafter each a “Guarantor”
and collectively referred to as “Guarantors”) jointly and severally hereby absolutely and unconditionally guarantee
to Lender the prompt and unconditional payment of the Guaranteed Recourse Obligations of Borrower (hereinafter defined). Capitalized
terms used herein and not specifically defined herein shall have the respective meanings ascribed to those terms in the Security
Instrument.


 


It is expressly understood
and agreed that this is a continuing guaranty and that the obligations of each Guarantor hereunder are and shall be absolute under
any and all circumstances, without regard to the validity, regularity or enforceability of the Note, the Security Instrument, or
the other Loan Documents, a true copy of each of said documents Guarantors hereby acknowledge having received and reviewed.


 


The term “Debt”
as used in this Guaranty shall mean the principal sum evidenced by the Note and secured by the Security Instrument, or so much
thereof as may be outstanding from time to time, together with interest thereon at the rate of interest specified in the Note and
all other sums other than principal or interest which may or shall become due and payable pursuant to the provisions of the Note,
the Security Instrument or the other Loan Documents.


 


The term “Guaranteed
Recourse Obligations of Borrower” as used in this Guaranty shall mean all obligations and liabilities of Borrower for which
Borrower shall be personally liable pursuant to Article 13 of the Security Instrument.


 


Any indebtedness of
Borrower to each Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation Guarantors may have
as a result of any payment by any Guarantor under this Guaranty), together with any interest thereon, shall be, and such indebtedness
is, hereby deferred, postponed and subordinated to the prior payment in full of the Debt. Until payment in full of the Debt (and
including interest accruing on the Note after the commencement of a proceeding by or against Borrower under the Bankruptcy Reform
Act of 1978, as amended, 11 U.S.C. Sections 101 et seq., and the regulations adopted and promulgated pursuant thereto
(collectively, the “Bankruptcy Code”) which interest the parties agree shall remain a claim that is prior and superior
to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code generally),
Guarantors agree not to accept any payment or satisfaction of any kind of indebtedness of Borrower to such Guarantor and hereby
assigns such indebtedness to Lender, including the right to file proof of claim and to vote thereon in connection with any such
proceeding under the Bankruptcy Code, including the right to vote on any plan of reorganization. Further, if Guarantors shall comprise
more than one person, firm or corporation, such Guarantor agrees that until such payment in full of the Debt, (a) no one of them
shall accept payment from the others by way of contribution on account of any payment made hereunder by such party to Lender, (b)
no one of them will take any action to exercise or enforce any rights to such contribution, and (c) if any Guarantor should receive
any payment, satisfaction or security for any indebtedness of Borrower to any Guarantor or for any contribution by the others of
such Guarantor for payment made hereunder by the recipient to Lender, the same shall be delivered to Lender in the form received,
endorsed or assigned as may be appropriate for application on account of, or as security for, the Debt and until so delivered,
shall be held in trust for Lender as security for the Debt.


 






    	 



    	 



    
 


 


Each Guarantor agrees
that, with or without notice or demand, such Guarantor will reimburse Lender, to the extent that such reimbursement is not made
by Borrower, for all expenses (including counsel fees) incurred by Lender in connection with the collection of the Guaranteed Recourse
Obligations of Borrower or any portion thereof or with the enforcement of this Guaranty.


 


All moneys available
to Lender for application in payment or reduction of the Debt may be applied by Lender in such manner and in such amounts and at
such time or times and in such order and priority as Lender may see fit to the payment or reduction of such portion of the Debt
as Lender may elect.


 


Each Guarantor hereby
waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment,
non¬performance or non-observance, or other proof, or notice or demand, whereby to charge such Guarantor therefor.


 


Each Guarantor further
agrees that the validity of this Guaranty and the obligations of such Guarantor hereunder shall in no way be terminated, affected
or impaired (a) by reason of the assertion by Lender of any rights or remedies which it may have under or with respect to either
the Note, the Security Instrument, or the other Loan Documents, against any person obligated thereunder or against the owner of
the Property, or (b) by reason of any failure to file or record any of such instruments or to take or perfect any security intended
to be provided thereby, or (c) by reason of the release or exchange of any property covered by the Security Instrument or other
collateral for the Loan, or (d) by reason of Lender’s failure to exercise, or delay in exercising, any such right or remedy
or any right or remedy Lender may have hereunder or in respect to this Guaranty, or (e) by reason of the commencement of a case
under the Bankruptcy Code by or against any person obligated under the Note, the Security Instrument or the other Loan Documents,
or the death of any Guarantor, or (f) by reason of any payment made on the Debt or any other indebtedness arising under the Note,
the Security Instrument or the other Loan Documents, whether made by Borrower or Guarantors or any other person, which is required
to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no payment so refunded shall be considered
as a payment of any portion of the Debt, nor shall it have the effect of reducing the liability of Guarantors hereunder. It is
further understood, that if Borrower shall have taken advantage of; or be subject to the protection of, any provision in the Bankruptcy
Code, the effect of which is to prevent or delay Lender from taking any remedial action against Borrower, including the exercise
of any option Lender has to declare the Debt due and payable on the happening of any default or event by which under the terms
of the Note, the Security Instrument or the other Loan Documents, the Debt shall become due and payable, Lender may, as against
Guarantor, nevertheless, declare the Debt due and payable and enforce any or all of its rights and remedies against Guarantor provided
for herein.


 






    	 



    	 



    
 


 


Each Guarantor further
covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of
the Note, the Security Instrument, or any of the other Loan Documents, that Lender shall not be under a duty to protect, secure
or insure any security or lien provided by the Security Instrument or other such collateral, and that other indulgences or forbearance
may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent
of, such Guarantor.


 


With respect to any
claim or action arising hereunder, each Guarantor (a) irrevocably submits to the jurisdiction of the courts of the State in which
the Property is located and the United States District Court located in the county in which the Property is located, and appellate
courts from any thereof, (b) irrevocably waives any objection which it may have at any time to the laying on venue of any suit,
action or proceeding arising out of or relating to this Guaranty brought in any such court, and (c) irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


This is a guaranty
of payment of the Guaranteed Recourse Obligations of Borrower and not of collection and upon any default of Borrower under the
Note, the Security Instrument or the other Loan Documents, Lender may, at its option, proceed directly and at once, without notice,
against Guarantor to collect and recover the full amount of the Guaranteed Recourse Obligations of Borrower or any portion thereof,
without proceeding against Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting
or applying against any of the mortgaged property or other collateral for the Loan. Guarantors hereby waive the pleading of any
statute of limitations as a defense to the obligation hereunder.


 


Each reference herein
to Lender shall be deemed to include its successors and assigns, to whose favor the provisions of this Guaranty shall also inure.
Each reference herein to Guarantor shall be deemed to include the heirs, executors, administrators, legal representatives, successors
and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.


 


If any Guarantor is
a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding any changes in the individuals
comprising the partnership, and the term “Guarantor,” as used herein, shall include any alternate or successor partnership,
but any predecessor partnership and their partners shall not thereby be released from any liability. If any Guarantor is a corporation
or limited liability company, the agreements contained herein shall remain in full force and applicable notwithstanding any changes
in the shareholders or members comprising, or the officers and directors or managers relating to, the corporation or limited liability
company, and the term “Guarantor” as used herein, shall include any alternative or successor corporation or limited
liability company, but any predecessor corporation or limited liability company shall not be relieved of liability hereunder.


 






    	 



    	 



    
 


 


Each Guarantor (and
its representative, executing below, if any) has full power, authority and legal right to execute this Guaranty and to perform
all its obligations under this Guaranty.


 


All understandings,
representations and agreements heretofore had with respect to this Guaranty are merged into this Guaranty which alone fully and
completely expresses the agreement of Guarantors and Lender.


 


EACH GUARANTOR
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN
EVIDENCED BY THE NOTE, THE NOTE, THE SECURITY INSTRUMENT, THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF
LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.


 


This Guaranty may
be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be an original and
all of which together shall constitute a single agreement of Guaranty. The failure of any party hereto to execute this Guaranty,
or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


 


This Guaranty may
not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part
of Lender or Borrower, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought.


 


This Guaranty shall
be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects
be governed, construed, applied and enforced in accordance with applicable federal law and the laws of the State where the Property
is located, without reference or giving effect to any choice of law doctrine.


 


Each Guarantor further
represents, warrants and covenants that, throughout the term of the Loan, Guarantor shall not reduce or deplete its net worth or
liquidity in an effort to avoid its obligations (or contingent obligations) under this Guaranty.


 


The covenants, agreements,
liability and obligations of each Guarantor hereunder are joint and several.


 






    	 



    	 



    
 


 


IN WITNESS WHEREOF,
each of the Guarantors has duly executed this Guaranty as of the date first above set forth.


 


 


DT COLUMBIA SC MANAGEMENT, LLC, a Delaware limited
liability company


 


By: DT Group Development, Inc., its sole manager


 


By: ______________________


James Markel, Secretary 


 


 


 


 


_________________________________


DANIEL MARKEL


 


 


_________________________________


JAMES MARKEL


 


 


_________________________________


THOMAS GALLOP