Preview
FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021
NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022
UNLIMITED GUARANTEE BY A LIMITED LIABILITY COMPANY
TO: PATHFINDER BANK Date: January 25, 2019
For value received, the undersigned, LA PATRIA CAFÉ, LLC, with a mailing address
of 936 Bellevue Avenue, Syracuse, New York 13204, hereby, jointly and severally, and together
with any other guarantor, unconditionally and irrevocably guarantee unto you, your successors and
assigns, of either this Guarantee or any of the obligations secured hereunder, or both, the prompt
payment (and not merely the collectability) of interest and principal due under a certain Adjustable
Rate Term Note in the principal sum of ONE HUNDRED FORTY FOUR THOUSAND AND
00/100 DOLLARS ($144,000.00) dated on even date herewith, given by CEDENO REAL
ESTATE ENTERPRISES LLC ("Customer") and payable to PATHFINDER BANK (the
"Note") and any and all renewals or extensions thereof, or any part thereof, and does hereby agree
that ifthe Note is not paid by the customer in accordance with its terms, or if all sums which may
hereafter become due from the Customer to PATHFINDER BANK are not paid by the customer
in accordance with its terms, the undersigned will immediately do so upon demand by
PATHFINDER BANK, its successors and/or assigns, together with interest and penalties thereon
and all expenses of collection or attempted collection thereof and of this guarantee, including
reasonable attorney's fees.
We further covenant and agree with you as follows:
1. Our liability hereunder is in addition to and independent of any other liabilities
which we have incurred or assumed, or may hereafter incur or assume, by way of endorsement,
separate guarantee agreement, or in any other manner, with respect to all or any part of the
indebtedness. This guarantee does not supersede nor limit any such other liabilitiesand your rights
and remedies under and pursuant to this guarantee and any other such liabilities are cumulative
and may be exercised single or concurrently.
2. You may at any time and from time to time without our consent or notice of any
kind to us, and without regard to any demands or requests by us, take any of the following actions
without thereby incurring any liability to us, impairing our obligation hereunder, or releasing us
hereunder,
a) create indebtedness in excess of the amount hereby guaranteed, change the
rate of interest, penalties, manner, place or terms of payment, and/or change or extend the time of
payment of the indebtedness and renew, alter or revoke any commitment, condition, covenant,
event or default of other provision with respect to any of the indebtedness, any security therefore,
or any liability incurred directly or indirectly thereof, and the guarantee herein made shall apply
to the indebtedness as so changed, extended, reviewed or altered;
b) sell, exchange, release, failto perfect a security interest in, surrender, realize
upon or otherwise deal with and in any order any property by whomsoever (including us) at any
time pledged or mortgaged to secure, or howsoever securing, the indebtedness or any other
liabilities (including any of those hereunder);
c) exercise or refrain from exercising any rights against or release and
discharge Customer or us or anyone else directly or indirectly liable upon any indebtedness;
1
FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021
NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022
d) settle or compromise any indebtedness, any security therefore, or liability
(including any of those hereunder) and may subordinate the payment of all or any part thereof to
the payment of any liability (whether due or not) of Customer to creditors of Customer; and
e) apply any sums by whomsoever paid or howsoever realized to such debts,
liabilities, obligations, interest, or expenses of collection owing by Customer or us to you and in
such order as you may elect pursuant to any right of yours, whether guaranteed hereby or not,
without regard to any of our rights in respect to the application thereof (specifically including,
without limitation, any right to ours to the marshaling of any asset, security, guarantee or other
source of repayment whatsoever), and regardless of what indebtedness or other liability hereunder
or portion thereof remains unpaid.
3. We expressly waive any and all rights to notice from you, Customer or any other
person of acceptance of this guarantee and to any other notice or demand of any kind upon us and
to any other actions or conditions prior to your reliance upon or enforcement of this guarantee,
including without limitation notice of adverse change in Customer's financial condition or of any
other fact which might increase our risk, and all demands of payment on, and notice of dishonor
or non-payment, presentment, or protest, whether to us, to Customer, or to the makers or endorser
of notes or other instruments for which we may be liable hereunder.
4. No invalidity, irregularity or unenforceability of allor any part of the indebtedness
or of the interest and penalties thereon, expenses of collection thereof, or of any security therefore
shall affect, impair or be a defense to this guarantee.
5. Without limitations of any right you may have in law, and in addition thereto, we
hereby give you the right, without notice or demand of any kind to set off against any liability
hereunder any moneys now or at any time hereafter on deposit with you to our credit and any other
claim of every nature, matured or unmatured, of or held by us against you in the event that any
amount becomes due and payable hereunder.
6. We hereby grant you a security interest in all our property, rights and interests, or
in any evidences thereof, which have been or at any time shall be delivered to you or your agent
or otherwise have come or shall come into possession, custody or control of you or your agent, as
security for the payment when due of any liability hereunder, and in the event and as soon as any
such liability becomes due and payable, you shall have all of the rights and remedies of a secured
party under the Uniform Commercial Code of the State of New York.
7. This guarantee shall be enforceable as to allindebtedness and interest and penalties
thereon and expenses of collection thereof despite Customer's discharge in bankruptcy or despite
adjustment of such debts, liabilities, and obligations in insolvency proceedings or pursuant to some
other compromise with creditors.
8. If claim is ever made upon you for repayment or recovery of any amount or amounts
received by you in payment of any of the indebtedness, interest or penalties thereon or expenses
of collection thereof, and you repay all or part of said amount by reason of judgment, decree
(a) any
or order of any court or administrative body having jurisdiction over you or any of your property,
or (b) any settlement or compromise of any such claim effected by you with any such claimant
(including Customer), then, and in such event we agree that any such judgment, decree, order,
2
FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021
NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022
settlement or compromise shall be binding upon us, not withstanding any termination hereof or
the cancellation of any indebtedness, and we shall be and remain liable to you hereunder for the
amounts so repaid or recovered to the same extent as if such amount had never originally been
received by you.
9. This instrument shall be a continuing guarantee and shall remain in full force and .
effect until written notice is received by you from us that we desire to be released from further
liability hereunder. Any such written or actual notice shall not, however, affect our liability for
indebtedness then existing or subsequent renewals or extensions thereof.
10. We hereby represent and warrant that we are duly organized and existing under the
jurisdiction of our formation and that the execution, delivery and performance hereof and of every
term, covenant or condition herein provided for are within our powers, have been duly authorized
by allproper and necessary member action, and are not in conflict with our articles of organization,
operating agreement, or any indenture, contract or agreement to which we are a party or by which
we are bound, or with any statute, rule, regulation, decree, judgment or order binding upon us.
11. This guarantee contains the entire agreement between you and us, cannot be
changed orally, and shall be deemed to be a contract under the laws of the State of New York, and
for allpurposes shall be construed in accordance with the law of said State. Any omission or delay
by you in exercising any right hereunder or under any other guarantee or endorsement shall not
operate as a waiver, and the single or partial exercise of any such rights shall not preclude any
other or further exercise thereof. If any provision herein shall be invalid, such provision shall be
deemed omitted to the extent invalid, but the remainder of such provision and the remaining
provisions herein shall be given fulleffect. We consent to the personal jurisdiction of allcourts in
the State of New York in any and allactions pertaining hereto and to service of process by certified
or registered mail sent to our address set forth below or to any change of address of which you
shall have notice.
LA P TRIA C , LLC
By·
Cedeno Enterprises, LLC, as le Member
of La Patria Café, LLC
By: Clara N. Cedeno, as Sole ember of Cedeno
Enterprises, LLC
3
FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021
NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022
STATE OF NEW YORK )
COUNTY OF ONONDAGA ) ss:
On January 25, 2019, before me, the undersigned, personally appeared Clara N. Cedeno,
personally known to me or proved to me on thebasis of satisfactory evidence to be the individual(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the ins
J SEPH GORGONI
Notary Public, State of New York
No. 4977348
Qualified in Onondaga County
Commission Expires February 4, 2023
4
Preview
FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022 UNLIMITED GUARANTEE BY A LIMITED LIABILITY COMPANY TO: PATHFINDER BANK Date: January 25, 2019 For value received, the undersigned, LA PATRIA CAFÉ, LLC, with a mailing address of 936 Bellevue Avenue, Syracuse, New York 13204, hereby, jointly and severally, and together with any other guarantor, unconditionally and irrevocably guarantee unto you, your successors and assigns, of either this Guarantee or any of the obligations secured hereunder, or both, the prompt payment (and not merely the collectability) of interest and principal due under a certain Adjustable Rate Term Note in the principal sum of ONE HUNDRED FORTY FOUR THOUSAND AND 00/100 DOLLARS ($144,000.00) dated on even date herewith, given by CEDENO REAL ESTATE ENTERPRISES LLC ("Customer") and payable to PATHFINDER BANK (the "Note") and any and all renewals or extensions thereof, or any part thereof, and does hereby agree that ifthe Note is not paid by the customer in accordance with its terms, or if all sums which may hereafter become due from the Customer to PATHFINDER BANK are not paid by the customer in accordance with its terms, the undersigned will immediately do so upon demand by PATHFINDER BANK, its successors and/or assigns, together with interest and penalties thereon and all expenses of collection or attempted collection thereof and of this guarantee, including reasonable attorney's fees. We further covenant and agree with you as follows: 1. Our liability hereunder is in addition to and independent of any other liabilities which we have incurred or assumed, or may hereafter incur or assume, by way of endorsement, separate guarantee agreement, or in any other manner, with respect to all or any part of the indebtedness. This guarantee does not supersede nor limit any such other liabilitiesand your rights and remedies under and pursuant to this guarantee and any other such liabilities are cumulative and may be exercised single or concurrently. 2. You may at any time and from time to time without our consent or notice of any kind to us, and without regard to any demands or requests by us, take any of the following actions without thereby incurring any liability to us, impairing our obligation hereunder, or releasing us hereunder, a) create indebtedness in excess of the amount hereby guaranteed, change the rate of interest, penalties, manner, place or terms of payment, and/or change or extend the time of payment of the indebtedness and renew, alter or revoke any commitment, condition, covenant, event or default of other provision with respect to any of the indebtedness, any security therefore, or any liability incurred directly or indirectly thereof, and the guarantee herein made shall apply to the indebtedness as so changed, extended, reviewed or altered; b) sell, exchange, release, failto perfect a security interest in, surrender, realize upon or otherwise deal with and in any order any property by whomsoever (including us) at any time pledged or mortgaged to secure, or howsoever securing, the indebtedness or any other liabilities (including any of those hereunder); c) exercise or refrain from exercising any rights against or release and discharge Customer or us or anyone else directly or indirectly liable upon any indebtedness; 1 FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022 d) settle or compromise any indebtedness, any security therefore, or liability (including any of those hereunder) and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of Customer to creditors of Customer; and e) apply any sums by whomsoever paid or howsoever realized to such debts, liabilities, obligations, interest, or expenses of collection owing by Customer or us to you and in such order as you may elect pursuant to any right of yours, whether guaranteed hereby or not, without regard to any of our rights in respect to the application thereof (specifically including, without limitation, any right to ours to the marshaling of any asset, security, guarantee or other source of repayment whatsoever), and regardless of what indebtedness or other liability hereunder or portion thereof remains unpaid. 3. We expressly waive any and all rights to notice from you, Customer or any other person of acceptance of this guarantee and to any other notice or demand of any kind upon us and to any other actions or conditions prior to your reliance upon or enforcement of this guarantee, including without limitation notice of adverse change in Customer's financial condition or of any other fact which might increase our risk, and all demands of payment on, and notice of dishonor or non-payment, presentment, or protest, whether to us, to Customer, or to the makers or endorser of notes or other instruments for which we may be liable hereunder. 4. No invalidity, irregularity or unenforceability of allor any part of the indebtedness or of the interest and penalties thereon, expenses of collection thereof, or of any security therefore shall affect, impair or be a defense to this guarantee. 5. Without limitations of any right you may have in law, and in addition thereto, we hereby give you the right, without notice or demand of any kind to set off against any liability hereunder any moneys now or at any time hereafter on deposit with you to our credit and any other claim of every nature, matured or unmatured, of or held by us against you in the event that any amount becomes due and payable hereunder. 6. We hereby grant you a security interest in all our property, rights and interests, or in any evidences thereof, which have been or at any time shall be delivered to you or your agent or otherwise have come or shall come into possession, custody or control of you or your agent, as security for the payment when due of any liability hereunder, and in the event and as soon as any such liability becomes due and payable, you shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York. 7. This guarantee shall be enforceable as to allindebtedness and interest and penalties thereon and expenses of collection thereof despite Customer's discharge in bankruptcy or despite adjustment of such debts, liabilities, and obligations in insolvency proceedings or pursuant to some other compromise with creditors. 8. If claim is ever made upon you for repayment or recovery of any amount or amounts received by you in payment of any of the indebtedness, interest or penalties thereon or expenses of collection thereof, and you repay all or part of said amount by reason of judgment, decree (a) any or order of any court or administrative body having jurisdiction over you or any of your property, or (b) any settlement or compromise of any such claim effected by you with any such claimant (including Customer), then, and in such event we agree that any such judgment, decree, order, 2 FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022 settlement or compromise shall be binding upon us, not withstanding any termination hereof or the cancellation of any indebtedness, and we shall be and remain liable to you hereunder for the amounts so repaid or recovered to the same extent as if such amount had never originally been received by you. 9. This instrument shall be a continuing guarantee and shall remain in full force and . effect until written notice is received by you from us that we desire to be released from further liability hereunder. Any such written or actual notice shall not, however, affect our liability for indebtedness then existing or subsequent renewals or extensions thereof. 10. We hereby represent and warrant that we are duly organized and existing under the jurisdiction of our formation and that the execution, delivery and performance hereof and of every term, covenant or condition herein provided for are within our powers, have been duly authorized by allproper and necessary member action, and are not in conflict with our articles of organization, operating agreement, or any indenture, contract or agreement to which we are a party or by which we are bound, or with any statute, rule, regulation, decree, judgment or order binding upon us. 11. This guarantee contains the entire agreement between you and us, cannot be changed orally, and shall be deemed to be a contract under the laws of the State of New York, and for allpurposes shall be construed in accordance with the law of said State. Any omission or delay by you in exercising any right hereunder or under any other guarantee or endorsement shall not operate as a waiver, and the single or partial exercise of any such rights shall not preclude any other or further exercise thereof. If any provision herein shall be invalid, such provision shall be deemed omitted to the extent invalid, but the remainder of such provision and the remaining provisions herein shall be given fulleffect. We consent to the personal jurisdiction of allcourts in the State of New York in any and allactions pertaining hereto and to service of process by certified or registered mail sent to our address set forth below or to any change of address of which you shall have notice. LA P TRIA C , LLC By· Cedeno Enterprises, LLC, as le Member of La Patria Café, LLC By: Clara N. Cedeno, as Sole ember of Cedeno Enterprises, LLC 3 FILED: ONONDAGA COUNTY CLERK 04/15/2022 10:44 AM INDEX NO. 003147/2021 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 04/15/2022 STATE OF NEW YORK ) COUNTY OF ONONDAGA ) ss: On January 25, 2019, before me, the undersigned, personally appeared Clara N. Cedeno, personally known to me or proved to me on thebasis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the ins J SEPH GORGONI Notary Public, State of New York No. 4977348 Qualified in Onondaga County Commission Expires February 4, 2023 4