Contract analysis

Section 1.1 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below: "Borrower" means Gramercy Linden PropCo LLC, a New York limited liability company, together with its successors and permitted assigns. "Carveout Obligations" has the meaning ascribed to such term in Section 2.1 and Section 2.2 of this Guaranty, and collectively refers to the full recourse carveout obliga

ARTICLE 2 — GUARANTY OF CARVEOUT OBLIGATIONS

Section 2.1 — Full Recourse Carveout Events (Springing Full Recourse) Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the full and prompt payment and performance when due of the entire outstanding principal balance of the Loan, all accrued and unpaid interest thereon, any applicable prepayment premium, yield maintenance premium, or prepayment penalty, and all other sums, fees, costs

Section 2.2 — Loss Carveout Events (Limited Recourse Liability) Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the payment of any and all Losses actually suffered or incurred by Lender arising out of or in connection with any one or more of the following events or circumstances (each, a "Loss Carveout Event" and, together with the Full Recourse Carveout Events, the "Carveout Obliga

Section 2.3 — Nature of Obligations The obligations of Guarantor under this Guaranty are independent of, and not conditioned or contingent upon, the obligations of Borrower under the Loan Documents. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection, and Lender shall not be required to proceed first against Borrower, any other guarantor, or any collateral securing the Loan

ARTICLE 3 — FINANCIAL COVENANTS OF GUARANTOR

Section 3.1 — Minimum Net Worth Guarantor shall maintain at all times during the term of the Loan a net worth ("Net Worth"), calculated as total assets minus total liabilities, in each case determined in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied, of not less than Fifteen Million and 00/100 Dollars ($15,000,000.00). For purposes of calculating Net Worth

Section 3.2 — Minimum Liquidity Guarantor shall maintain at all times during the term of the Loan liquid assets ("Liquidity"), defined as unencumbered and unrestricted cash, cash equivalents (including, without limitation, money market funds and certificates of deposit with remaining maturities of ninety (90) days or less), and marketable securities (including publicly traded stocks, bonds, mutual fund shares, and ex

Section 3.3 — Financial Reporting by Guarantor (a) Annual Financial Statements. Within ninety (90) days after the end of each calendar year during the term of the Loan, Guarantor shall deliver to Lender a complete personal financial statement of Guarantor as of the last day of such calendar year, prepared in reasonable detail and in form and substance reasonably satisfactory to Lender, certified by Guarantor as true,

Section 3.4 — Breach of Financial Covenants Any breach of Section 3.1 or Section 3.2 of this Guaranty that continues uncured for a period of thirty (30) days after written notice from Lender to Guarantor specifying such breach shall constitute a default under this Guaranty (a "Financial Covenant Default"). Upon the occurrence of a Financial Covenant Default, Lender shall be entitled to exercise all rights and remedie

Section 4.1 — General Waivers Guarantor hereby absolutely, unconditionally, and irrevocably waives each of the following, to the fullest extent permitted by applicable law: (a) Notice of acceptance of this Guaranty by Lender. Guarantor acknowledges that this Guaranty is effective upon execution and delivery by Guarantor without any requirement of notice of acceptance, and that Lender may rely upon this Guaranty witho

Section 4.2 — Waivers of Subrogation, Contribution, and Reimbursement Until such time as the Loan has been indefeasibly repaid and satisfied in full and all of the Guaranteed Obligations have been fully performed and discharged, Guarantor hereby unconditionally and irrevocably waives (a) any right of subrogation that Guarantor may have against Borrower or any other person or entity with respect to the Guaranteed Obli

Section 4.3 — Waiver of Statute of Limitations To the fullest extent permitted by applicable law, Guarantor hereby waives the benefit of any and all statutes of limitations applicable to this Guaranty, the Guaranteed Obligations, or any enforcement proceeding hereunder. Guarantor acknowledges and agrees that no lapse of time or delay in the exercise by Lender of any right or remedy hereunder shall give rise to a defe

Section 5.1 — Modifications to Loan Documents Guarantor hereby irrevocably consents to, and agrees that Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, reduced, or in any way affected by, any of the following, whether occurring with or without notice to or further consent of Guarantor: (a) Any amendment, modification, supplement, restatement, extension, renewal, refinancing, o

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby makes the following representations and warranties to Lender as of the date hereof, each of which shall survive the execution and delivery of this Guaranty:

Section 6.1 — Capacity and Authority Guarantor represents and warrants that Guarantor is an individual with full legal capacity to execute, deliver, and perform this Guaranty and all obligations contemplated hereby. Guarantor is not a minor, and is not subject to any guardianship, conservatorship, or other proceeding that would limit or impair Guarantor's legal capacity. No consent, approval, authorization, or order

Section 6.2 — Binding Obligation This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and general principles of equity (regard

Section 6.3 — No Conflicts The execution, delivery, and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision of any applicable law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any court or governmental authority to which Guarantor is subject or by which Guarantor or any of Guarantor's assets

Section 6.4 — Financial Condition (a) The personal financial statements of Guarantor heretofore delivered to Lender on or prior to the date hereof (including, without limitation, the personal financial statement dated as of March 31, 2023) are true, complete, and correct in all material respects as of the respective dates thereof and fairly present the financial condition of Guarantor as of such dates. Such financial

Section 6.5 — Litigation There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to Guarantor's knowledge after due inquiry, threatened against Guarantor before any court, tribunal, governmental agency, arbitrator, or other body that (a) could reasonably be expected to result in a judgment, decree, or order materially and adversely affecting Guarantor's financial con

Section 6.6 — No Bankruptcy Guarantor has not filed, and is not contemplating filing, any petition for relief under Title 11 of the United States Code (the Bankruptcy Code) or any similar federal or state insolvency, reorganization, receivership, or debtor-relief law. Guarantor is not insolvent and the execution and delivery of this Guaranty will not render Guarantor insolvent. Guarantor is able to pay Guarantor's de

Section 6.7 — Benefit Guarantor acknowledges and represents that Guarantor has derived and will derive substantial direct and indirect financial benefit from the making of the Loan by Lender to Borrower. Such benefit arises from, among other things, Guarantor's role as Founder and Managing Principal of Briarwood Family Office LLC, which holds a fifty percent (50%) Percentage Interest in Gramercy Linden JV LLC, the so

ARTICLE 7 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Lender as follows:

Section 7.1 — Maintenance of Financial Covenants Guarantor shall at all times during the term of the Loan maintain the minimum Net Worth of not less than Fifteen Million and 00/100 Dollars ($15,000,000.00) and the minimum Liquidity of not less than Three Million and 00/100 Dollars ($3,000,000.00) as required by, and in accordance with, Article 3 of this Guaranty, and shall deliver to Lender the financial statements a

Section 7.2 — Notice of Material Adverse Change Guarantor shall promptly (and in any event within ten (10) business days of obtaining knowledge thereof) notify Lender in writing of any event, condition, or circumstance that (a) results in, or could reasonably be expected to result in, a material adverse change in the financial condition, assets, liabilities, business, operations, or prospects of Guarantor, (b) causes

Section 7.3 — Cooperation Guarantor shall cooperate with Lender and shall provide such information, documentation, certificates, and other materials as Lender may reasonably request from time to time in connection with this Guaranty, the Guaranteed Obligations, or the financial condition of Guarantor. Without limiting the generality of the foregoing, Guarantor shall provide, upon reasonable request by Lender, (a) cop

Section 7.4 — No Transfers of Assets to Avoid Obligations Guarantor shall not, directly or indirectly, sell, transfer, convey, assign, gift, pledge, mortgage, hypothecate, encumber, or otherwise dispose of any assets or property if such transfer, conveyance, or disposition is made for the purpose of, or has the effect of, avoiding, hindering, delaying, or impairing Guarantor's ability to perform the Guaranteed Obliga

ARTICLE 8 — ENVIRONMENTAL INDEMNITY

Section 8.1 — Environmental Indemnification In addition to, and without limiting, the carveout obligations set forth in Section 2.2(e) of this Guaranty, Guarantor hereby agrees to indemnify, defend (with counsel reasonably acceptable to Lender), and hold harmless Lender and its successors, assigns, participants, officers, directors, shareholders, members, managers, employees, agents, attorneys, consultants, and repre

Section 8.2 — Survival The environmental indemnification obligations of Guarantor under this Article 8 shall survive (a) the repayment in full of the Loan and the satisfaction, release, or discharge of the Mortgage, (b) any foreclosure of the Mortgage or acceptance by Lender of a deed in lieu of foreclosure, (c) any transfer of the Property, (d) any release, discharge, or satisfaction of this Guaranty with respect to

Section 9.1 — Lender's Remedies Upon the occurrence of (a) any Full Recourse Carveout Event described in Section 2.1, (b) any Loss Carveout Event described in Section 2.2, (c) any Financial Covenant Default under Section 3.4, or (d) any other breach or default by Guarantor under this Guaranty (each, a "Guaranty Default"), Lender may, at its option and without notice to or demand upon Guarantor (except as otherwise ex

Section 9.2 — Cumulative Remedies All rights and remedies of Lender under this Guaranty, under the Loan Documents, and at law or in equity are cumulative and not exclusive of one another, and may be exercised singly, concurrently, successively, or in any combination, as Lender may determine in its sole discretion. No exercise of any right or remedy shall be deemed a waiver of, or preclude the exercise of, any other r

Section 9.3 — Costs and Expenses If Lender engages attorneys, consultants, or other professionals, or incurs any other costs or expenses, in connection with (a) the enforcement or attempted enforcement of this Guaranty or any provision hereof, (b) the collection or attempted collection of any amount due from Guarantor under this Guaranty, (c) the prosecution or defense of any action, suit, or proceeding arising out o

Section 10.1 — Governing Law This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Guarantor acknowledges that the Loan is being made in the State of New York, that the Property is located in the State of New York, and that the S

Section 10.2 — Jurisdiction and Venue Guarantor hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the federal courts of the United States of America sitting in the Southern District of New York and the state courts of the State of New York sitting in the County of New York, Borough of Manhattan, for the purposes of any action, suit, or proceeding arising out of or relating to this Gu

Section 10.3 — Waiver of Jury Trial GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY, THE GUARANTEED OBLIGATIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWIS

Section 10.4 — Notices All notices, requests, demands, consents, and other communications under this Guaranty shall be in writing and shall be deemed to have been duly given or made (a) when delivered personally, (b) when sent by nationally recognized overnight courier service (with proof of delivery), (c) five (5) business days after being mailed by certified or registered mail, return receipt requested, postage pre

Section 10.5 — Successors and Assigns This Guaranty shall be binding upon Guarantor and Guarantor's heirs, executors, administrators, personal representatives, successors, and assigns, and shall inure to the benefit of Lender and its successors, assigns, and participants. Lender may, without notice to or consent of Guarantor, sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or a

Section 10.6 — Amendments No amendment, modification, supplement, restatement, or waiver of any provision of this Guaranty shall be effective unless the same shall be in writing and signed by Lender and Guarantor. No oral agreement or course of dealing shall be effective to amend, modify, or waive any provision of this Guaranty.

Section 10.7 — Severability If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of any such invali

Section 10.8 — Entire Agreement This Guaranty, together with the other Loan Documents, constitutes the entire agreement between Guarantor and Lender with respect to the subject matter hereof and supersedes all prior negotiations, discussions, agreements, understandings, representations, and warranties, whether oral or written, between Guarantor and Lender with respect to the subject matter hereof. There are no repres

Section 10.9 — No Waiver No failure or delay by Lender in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless in writing and signed by Lender. Any waiver granted by Lend

Section 10.10 — Counterparts This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile transmission, electronic mail in portable document format (.pdf), or other electronic transmission shall be as effective a

Section 10.11 — Captions The article, section, and subsection captions and headings used in this Guaranty are inserted for convenience of reference only and shall not be deemed to define, limit, extend, describe, or affect the meaning, scope, or interpretation of any provision of this Guaranty.

Section 10.12 — Loan Reference For purposes of identification and cross-reference, the following information is set forth: [Remainder of page intentionally left blank. Signature pages follow.] SIGNATURE PAGE TO NON-RECOURSE CARVEOUT GUARANTY IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Non-Recourse Carveout Guaranty as of the date first written above. GUARANTOR: _________________________________