Preview
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021
NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022
Exhibit C
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021
NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this "Agreement") is made as of the 27th day of September
2019, by PAUL GROSS , having an address at 234 Jericho Turnpike, Unit B, Mineola, NY 11501
(the "Guarantor") to and for the benefit of Flatiron Realty Capital LLC, having an office at 60
Madison Avenue, Suite 1001, New York, NY 10010 (the "Lender").
RECITALS
WHEREAS, Lender has agreed to make a loan to R&C Asset Management Corp. (the
"Borrower") in the principal amount of US $300,000.00 (the "Loan"); and
WHEREAS, the Loan is evidenced by a certain Promissory Note of even date herewith by
Borrower to Lender (the "Note"), and secured by the assets of the borrowers; and
Documents"
WHEREAS, the term "Loan when used in this Agreement, shall mean,
collectively, the following documents: The Note and all other documents or agreements executed
in connection with the Loan, whether presently existing or hereinafter entered into, as such Loan
Documents may be amended, modified or restated from time to time (Capitalized terms used in
this Agreement and not defined shall have the respective meanings ascribed to such terms in the
Mortgage); and
WHEREAS, Lender would not be willing to make the Loan unless the Guarantor executes
this Agreement.
NOW, THEREFORE, in order to induce Lender to make the Loan, and in consideration
thereof, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Guarantor hereby covenants and agrees with Lender as follows:
' Lender
1. Guarantor guarantees to (i) the due and punctual payment, as and when
due, of the Loan, in accordance with the terms and conditions of Loan Documents including,
without limitation, the payment in full of the entire principal balance of the Loan and all interest
and charges thereon and (ii) the due and punctual payment, observance and performance, as
and when due, of all obligations and liabilities of Borrower under the Loan Documents due or
owing to, or in favor or for the benefit of, Lender, whether presently due or owing, or arising or
accruing after the date of this Agreement, including, without limitation, all principal, interest,
premiums, charges, costs, expenses and damages stated to be payable by Borrower to Lender
under and pursuant to the Loan Documents (the "Guaranteed Obligations").
2. Guarantor's obligations and liabilities hereunder (i) are present, absolute and
unconditional; (ii) constitute a guaranty of payment and performance and not merely a guaranty
of collection; (iii) are as primary obligor and not as a surety only; (iv) shall be a continuing guaranty
of all present and future obligations and liabilities of Borrower to Lender under the Loan
Documents; (v) shall be irrevocable; and (vi) are not conditioned or contingent upon any effort by
Lender to attempt to seek payment or performance from Borrower. If Borrower at any time fails
to pay or perform in any respect under or in connection with the Note, the Mortgage and/or the
other Loan Documents, Guarantor shall be substituted for Borrower with respect to, and shall be
primarily and directly liable to Lender for, complete payment and performance as set forth or
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021
NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022
stated in the Loan Documents. Lender is not and shall not be required to first pursue any right or
remedy against, or seek any redress from, Borrower or any other person or entity, or to take any
other action whatsoever with respect to any collateral for the Guaranteed Obligations.
3. The obligations and liabilities of Guarantor under this Agreement shall continue in
full force and effect until the payment, observance and performance in full of the Guaranteed
Obligations, and shall not be defeUred, diminished, modified or otherwise affected by any failure
to act whatsoever (whether or not any such event, condition, occurrence, circumstance,
proceeding, action or failure to act is detrimental or adverse with respect to Guarantor), including,
but not limited to: (i) any renewal, amendment, extension or modification of, or addition or
supplement to, the Loan Documents (all of which shall be binding upon and enforceable against
Guarantor); (ii) any modification, compromise, settlement, adjustment or extension of
Borrower's obligations or liabilities under the Loan Documents; (iii) any waiver, consent,
forbearance, lack of diligence, action or inaction on the part of the Lender in enforcing the
obligations of Borrower or Guarantor, or otherwise in connection with the Loan Documents; (iv)
any default by or limitation on the liability of Borrower under the Loan Documents, or of
Guarantor hereunder; (v) any genuineness, validity, regulatory or enforceability in whole or in
part of the Loan Documents, or of the obligations and liabilities of Borrower thereunder; (vi) any
bankruptcy, insolvency, reorganization, liquidation, rehabilitation or similar or dissimilar
proceeding involving or affecting Borrower or Guarantor; (vii) any claim, counterclaim, cause of
action, offset, recoupment or other right or remedy which Borrower or Guarantor may at any
time have against the Lender; (viii) any failure of the Lender to mitigate damages arising under
the Loan Documents, and any release, subordination, compromise or settlement in connection
therewith, regardless of whether such action or omission is regular or irregular, lawful or
unlawful, or reasonable or unreasonable; (ix) any increase in the principal amount(s) of, or the
interest rate(s) applicable to, the Loan Documents; (x) any termination of or change in the
relationship between Guarantor and Borrower or any other any individual, sole proprietorship,
corporation, partnership, trust, unincorporated organization, mutual company, joint stock
company, estate, union, employee organization, government or any agency or political
subdivision thereof that is a party to the Loan Documents; and (xi) any exercise of, or any election
not, or failure, to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence
with respect to, any right, remedy or power available to the Lender under the Loan Documents
or otherwise.
4. Guarantor hereby waives diligence, presentment, demand for payment, protest, all
notices which may be required by statute, rule of law or otherwise to preserve intact Lender's
rights against Guarantor under this Agreement, including, but not limited to, notice of
acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of an
default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of
foreclosure, notice of protest, notice of the incurring by Borrower of the Guaranteed Obligations,
and generally, all demands, notices and other formalities of every kind in connection with this
Agreement, and all rights to require Lender to (a) proceed against Borrower or, if Borrower is a
partnership, any general partner of Borrower; (b) proceed against or exhaust any collateral held
by Lender to secure the payment of the Loan; or (c) pursue any other remedy it may now or
hereafter have against Borrower, or, if Borrower is a partnership, any general partner of
Borrower.
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021
NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022
5. Guarantor agrees that Lender, in its sole and absolute discretion, may (a) bring suit
against Guarantor and/or Borrower, jointly and severally; (b) compromise or settle with any one
or more of the individuals constituting Guarantor or Borrower for such consideration as Lender
may deem proper; (c) release one or more of the individuals constituting Guarantor or Borrower,
or any guarantor(s) of the Loan, if any, from liability thereunder; and (d) otherwise deal with
Guarantor or Borrower and any guarantor(s) of the Loan, if any, or any one or more of them, in
any manner whatsoever, and that no such action shall-impair the rights of Lender to collect the
Guaranteed Obligations from Guarantor or Borrower.
6: Lender may assign its rights under this Agreement in whole or in part and upon any
such assignment, all the terms and provisions of this Agreement shall inure to the benefit of such
assignee to the extent so assigned. The terms used to designate any of the parties herein shall be
deemed to include the heirs, legal representatives, successors and assigns of such parties; and
"Lender"
the term shall include, in addition to Lender, any lawful owner, holder or pledgee of the
Note.
7. Guarantor irrevocably submits to the jurisdiction of any state or federal court
sitting in the State of New York, over any suit, action, or proceeding arising out of or relating to
this AgreemeIt. Guarantor irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the venue of any such suit, action or proceeding
brought in any such court in the State of New York, and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. GUARANTOR
HEREBY WAlVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BELATING TO THIS AGREEMENT,
THE LOAN OR THE LOAN DOCUMENTS.
8. This Agreement shall no longer be in effect and Guarantor shall be released of all
obligations hereunder, upon the complete satisfaction of Guarantor's and Borrower's obligations
under the Loan Documents.
9. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN LENDER AND GUARANTOR AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. NEITHER THIS
AGREEMENT NOR ANY PROVISION HEREOF MAY BE WANED, MODIFIED, AMENDED,
DISCHARGED, OR TERMINATED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHICH THE ENFORCEMENT OF SUCH WAlVER, MODIFICATION, AMENDMENT,
DISCHARGE OR TERMINATION IS SOUGHT.
[THIS SPACE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021
NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty Agreement as of the year and
date first above written.
By: PAUL GROSS
· Acknowledgement
STATE OF NEW YORK
COUNTY O
On the 27th day of September, in the year 2019, before me, the undersigned, a Notary Public in and for
the State of New York, personally appeared PAULGROSS , personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individua ac d, executed the instru t.
Not Public
LYNNE BRUNENGRABER
Notary Public, State of New York
No. 01BR6080374
Qualified in Suffolk
County
My Commission Expires 09/09/2
Preview
FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022 Exhibit C FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Agreement") is made as of the 27th day of September 2019, by PAUL GROSS , having an address at 234 Jericho Turnpike, Unit B, Mineola, NY 11501 (the "Guarantor") to and for the benefit of Flatiron Realty Capital LLC, having an office at 60 Madison Avenue, Suite 1001, New York, NY 10010 (the "Lender"). RECITALS WHEREAS, Lender has agreed to make a loan to R&C Asset Management Corp. (the "Borrower") in the principal amount of US $300,000.00 (the "Loan"); and WHEREAS, the Loan is evidenced by a certain Promissory Note of even date herewith by Borrower to Lender (the "Note"), and secured by the assets of the borrowers; and Documents" WHEREAS, the term "Loan when used in this Agreement, shall mean, collectively, the following documents: The Note and all other documents or agreements executed in connection with the Loan, whether presently existing or hereinafter entered into, as such Loan Documents may be amended, modified or restated from time to time (Capitalized terms used in this Agreement and not defined shall have the respective meanings ascribed to such terms in the Mortgage); and WHEREAS, Lender would not be willing to make the Loan unless the Guarantor executes this Agreement. NOW, THEREFORE, in order to induce Lender to make the Loan, and in consideration thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees with Lender as follows: ' Lender 1. Guarantor guarantees to (i) the due and punctual payment, as and when due, of the Loan, in accordance with the terms and conditions of Loan Documents including, without limitation, the payment in full of the entire principal balance of the Loan and all interest and charges thereon and (ii) the due and punctual payment, observance and performance, as and when due, of all obligations and liabilities of Borrower under the Loan Documents due or owing to, or in favor or for the benefit of, Lender, whether presently due or owing, or arising or accruing after the date of this Agreement, including, without limitation, all principal, interest, premiums, charges, costs, expenses and damages stated to be payable by Borrower to Lender under and pursuant to the Loan Documents (the "Guaranteed Obligations"). 2. Guarantor's obligations and liabilities hereunder (i) are present, absolute and unconditional; (ii) constitute a guaranty of payment and performance and not merely a guaranty of collection; (iii) are as primary obligor and not as a surety only; (iv) shall be a continuing guaranty of all present and future obligations and liabilities of Borrower to Lender under the Loan Documents; (v) shall be irrevocable; and (vi) are not conditioned or contingent upon any effort by Lender to attempt to seek payment or performance from Borrower. If Borrower at any time fails to pay or perform in any respect under or in connection with the Note, the Mortgage and/or the other Loan Documents, Guarantor shall be substituted for Borrower with respect to, and shall be primarily and directly liable to Lender for, complete payment and performance as set forth or FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022 stated in the Loan Documents. Lender is not and shall not be required to first pursue any right or remedy against, or seek any redress from, Borrower or any other person or entity, or to take any other action whatsoever with respect to any collateral for the Guaranteed Obligations. 3. The obligations and liabilities of Guarantor under this Agreement shall continue in full force and effect until the payment, observance and performance in full of the Guaranteed Obligations, and shall not be defeUred, diminished, modified or otherwise affected by any failure to act whatsoever (whether or not any such event, condition, occurrence, circumstance, proceeding, action or failure to act is detrimental or adverse with respect to Guarantor), including, but not limited to: (i) any renewal, amendment, extension or modification of, or addition or supplement to, the Loan Documents (all of which shall be binding upon and enforceable against Guarantor); (ii) any modification, compromise, settlement, adjustment or extension of Borrower's obligations or liabilities under the Loan Documents; (iii) any waiver, consent, forbearance, lack of diligence, action or inaction on the part of the Lender in enforcing the obligations of Borrower or Guarantor, or otherwise in connection with the Loan Documents; (iv) any default by or limitation on the liability of Borrower under the Loan Documents, or of Guarantor hereunder; (v) any genuineness, validity, regulatory or enforceability in whole or in part of the Loan Documents, or of the obligations and liabilities of Borrower thereunder; (vi) any bankruptcy, insolvency, reorganization, liquidation, rehabilitation or similar or dissimilar proceeding involving or affecting Borrower or Guarantor; (vii) any claim, counterclaim, cause of action, offset, recoupment or other right or remedy which Borrower or Guarantor may at any time have against the Lender; (viii) any failure of the Lender to mitigate damages arising under the Loan Documents, and any release, subordination, compromise or settlement in connection therewith, regardless of whether such action or omission is regular or irregular, lawful or unlawful, or reasonable or unreasonable; (ix) any increase in the principal amount(s) of, or the interest rate(s) applicable to, the Loan Documents; (x) any termination of or change in the relationship between Guarantor and Borrower or any other any individual, sole proprietorship, corporation, partnership, trust, unincorporated organization, mutual company, joint stock company, estate, union, employee organization, government or any agency or political subdivision thereof that is a party to the Loan Documents; and (xi) any exercise of, or any election not, or failure, to exercise, delay in the exercise of, waiver of, or forbearance or other indulgence with respect to, any right, remedy or power available to the Lender under the Loan Documents or otherwise. 4. Guarantor hereby waives diligence, presentment, demand for payment, protest, all notices which may be required by statute, rule of law or otherwise to preserve intact Lender's rights against Guarantor under this Agreement, including, but not limited to, notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of an default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring by Borrower of the Guaranteed Obligations, and generally, all demands, notices and other formalities of every kind in connection with this Agreement, and all rights to require Lender to (a) proceed against Borrower or, if Borrower is a partnership, any general partner of Borrower; (b) proceed against or exhaust any collateral held by Lender to secure the payment of the Loan; or (c) pursue any other remedy it may now or hereafter have against Borrower, or, if Borrower is a partnership, any general partner of Borrower. FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022 5. Guarantor agrees that Lender, in its sole and absolute discretion, may (a) bring suit against Guarantor and/or Borrower, jointly and severally; (b) compromise or settle with any one or more of the individuals constituting Guarantor or Borrower for such consideration as Lender may deem proper; (c) release one or more of the individuals constituting Guarantor or Borrower, or any guarantor(s) of the Loan, if any, from liability thereunder; and (d) otherwise deal with Guarantor or Borrower and any guarantor(s) of the Loan, if any, or any one or more of them, in any manner whatsoever, and that no such action shall-impair the rights of Lender to collect the Guaranteed Obligations from Guarantor or Borrower. 6: Lender may assign its rights under this Agreement in whole or in part and upon any such assignment, all the terms and provisions of this Agreement shall inure to the benefit of such assignee to the extent so assigned. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties; and "Lender" the term shall include, in addition to Lender, any lawful owner, holder or pledgee of the Note. 7. Guarantor irrevocably submits to the jurisdiction of any state or federal court sitting in the State of New York, over any suit, action, or proceeding arising out of or relating to this AgreemeIt. Guarantor irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court in the State of New York, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. GUARANTOR HEREBY WAlVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BELATING TO THIS AGREEMENT, THE LOAN OR THE LOAN DOCUMENTS. 8. This Agreement shall no longer be in effect and Guarantor shall be released of all obligations hereunder, upon the complete satisfaction of Guarantor's and Borrower's obligations under the Loan Documents. 9. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN LENDER AND GUARANTOR AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WANED, MODIFIED, AMENDED, DISCHARGED, OR TERMINATED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHICH THE ENFORCEMENT OF SUCH WAlVER, MODIFICATION, AMENDMENT, DISCHARGE OR TERMINATION IS SOUGHT. [THIS SPACE INTENTIONALLY LEFT BLANK] [SIGNATURES ON FOLLOWING PAGE] FILED: QUEENS COUNTY CLERK 06/23/2022 04:26 PM INDEX NO. 715005/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 06/23/2022 IN WITNESS WHEREOF, the Guarantor has executed this Guaranty Agreement as of the year and date first above written. By: PAUL GROSS · Acknowledgement STATE OF NEW YORK COUNTY O On the 27th day of September, in the year 2019, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared PAULGROSS , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individua ac d, executed the instru t. Not Public LYNNE BRUNENGRABER Notary Public, State of New York No. 01BR6080374 Qualified in Suffolk County My Commission Expires 09/09/2