Preview
FILED: QUEENS COUNTY CLERK 09/20/2023 10:09 AM INDEX NO. 719448/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 09/20/2023
EXHIBIT 12
FILED: QUEENS COUNTY CLERK 09/20/2023 10:09 AM INDEX NO. 719448/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 09/20/2023
Contract Date: January 18, 2022
M&T Equipment Funding
2125 Center Avenue, Fort Lee, NJ 07024 Agreement No. 202201 19
EQUIPMENT FINANCING AGREEMENT
Debtor Name Seven C Corp. and Balwinder K. Bajaj
Address : 241-50 86th Ave Bellerose, NY 11426 Phone #: 516-504-5180
collateral: 2020 Chevy Suburban LT AWD Black 38K Miles VIN: 1GNSKHKC1LR154457
Payments: Initial Payment (to Equipment Cost /
Beginning March 01, 2022 and Monthly thereafter, 41 accompany Agreement) Advance:
additional installments of $1,795.00. $13,000.00 $56,614.44
Debtor and Creditor agree that Creditor will finance the above-described personal property (collectively and including replacements the
"Equipment"
and individually an "Item") under the tenns of this Equipment Financing Agreement ("agreement") which are set forth here and on
pages 2 and 3 of this agreement.
l. SECURITY INTEREST. Debtor hereby grants Creditor a security interest under the Uniform Commercial Code in the Equipment. The grant
as to an Item and Debtor's related obligations will be effective as of the later of execution hereof or when Debtor acquires an interest therein.
The security interest secures Debtor's performance of Debtor's obligations hereunder and under any other agreement under which Debtor now or
hereafter has obligations to Creditor. Debtor shall insure that such security interest is and remains a sole first lien security interest.
2. PAYMENTS. Debtor will repay the Equipment Cost/Advance shown above in the payments shown above. The payment amounts shown
above are based on the Equipment Cost/Advance. Actual payments will be calculated in the proportion that the actual advance bears to the
Equipment Cost/Advance. If this transaction is not consummated, any initial payment may be retained by
Creditor as partial compensation for Creditor's costs and expenses incurred. Any excess or deficiency between the first payment and the payment
amount as finally determined will be payable with or credited to the second payment. The initial payment is due upon execution of this agreement.
The second instalhnent payment will be due on the 1st of the month, or other period set forth above, following Debtor's execution of the
Disbursement Authorization, if execution occurs on or before the 15th of the month and otherwise on the 15th of the following month, or other
period set forth above. Subsequent payments will be due on the same day of each period set forth above thereafter until paid, whether or not an
invoice is rendered. Other amounts due hereunder are payable upon Debtor's receipt of an invoice therefor. Debtor will pay Creditor amounts
due under this agreement at Creditor's address shown above or as Creditor may otherwise notify Debtor. Amounts to be applied to the last
payment(s) will be applied in inverse order until exhausted provided there has been no default under the agreement. If there is a default, payments
may be applied to Debtor's obligations as Creditor chooses.
3. CREDITOR TERMINATION. If the Disbursement Authorization has not been executed and delivered to Creditor, Creditor may terminate its
obligations to finance the Equipment on notice to Debtor (a) subsequent to 90 days from the agreement date, (b) upon a material adverse change
in Debtor's financial condition, (c) if the actual advance would exceed the Equipment Cost/Advance by more than 10% or (d) if the agreement
is in default
4. LOCATION; INSPECTION; USE. Debtor will keep, or permanently garage and not remove from such location for more than 30 days or from
the United States for any period, each Item in Debtor's possession and control at the Equipment Location or such other location to which Creditor
may consent in writing. Upon request, Debtor will advise Creditor as to the exact location of an Item. Creditor may inspect an Item during normal
business hours, and Debtor will ensure Creditor's access for such purpose. Each Item will be operated carefully and properly in compliance with
all applicable governmental, insurance and manufacturer's warranty requirements and all manufacturer's instructions.
5. MAINTENANCE, ALTERATIONS. Debtor will maintain each Item in good condition and repair and as specified in such requirements.
Debtor will cause each Item of a type generally covered by a service contract to be covered under a contract providing sufficient coverage issued
by a competent servicing entity. Debtor will not make any alterations or additions to an Item which detract from its economic value or ftmctional
utility except as stated in the second preceding sentence. Alterations or additions not readily removable or made to comply with governmental
requirements will be deemed accessions to the Item.
6. LOSS AND DAMAGE; ST)PULATED VALUE. Debtor will bear all risk of loss, theft, destruction or requisition of or damage to an Item
("Casualty Occurrence"). Debtor will give Creditor prompt notice of a Casualty Occurrence and will then repair the Item; provided, if Creditor
decides the Item is lost, stolen, destroyed or damaged beyond repair or is requisitioned or suffers a constructive loss under an insurance policy
carried hereunder, Debtor will pay Creditor the "Stipulated Value" equal to (a) any amounts due Creditor from Debtor at the time of the payment
and (b) the remaining payments as to the Item with each discounted to
FILED: QUEENS COUNTY CLERK 09/20/2023 10:09 AM INDEX NO. 719448/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 09/20/2023
EQUIPMENT FINANCING AGREEMENT - PAGE 2
present value at 5% per annum from the date due to the date of payment. Upon such payment Creditor's security interest will terminate as to the
Item; provided this agreement is not then in default.
7. TITUNG; REGISTRATION. Each hem subject to title registration laws will at all times be titled and/or registered by Debtor in such a manner
and jurisdictions as Creditor directs. Debtor will promptly notify Creditor of any necessary or advisable retitling and/or re-registration of an Item
in a different jurisdiction.
8. TAXES. Debtor will make all filings and pay all taxes and other governmental assessments relative to the Equipment as required by law.
Debtor will pay or reimburse Creditor for any other taxes and other governmental assessments other than Credito‘s net income taxes related to
the payments due under or otherwise related to this agreement. Returns in connection with these latter matters will be tiled by Creditor or Debtor
as Creditor specifies.
9. INSURANCE. Debtor will maintain all risk insurance on the Equipment for not less than its full replacement value naming Creditor as Loss
Payee Creditor may require Debtor to maintain combined public liability and property damage insurance with a single limit of not less than
$500,000 per occurrence, or such other amount as Creditor may require on notice to Debtor, naming Creditor as an Additional Insured. All
required insurance must be in a fonn and with companies approved by Creditor, must name Debtor as a Named Insured, must provide at least
ten (10) days advance written notice to Creditor of change or cancellation, must provide breach of warranty protection, where relevant, and must
"primary."
provide that the coverage is Insurance proceeds, at Creditor's option, will be applied to (a) the repair of applicable Items, (b) payment
of the Stipulated Value and/or (c) payment of other obligations to Creditor. Any excess will belong to Debtor. Debtor appoints Creditor as
Debtors attorney-in-fact to do all things necessary or advisable to secure payments under any policy contemplated hereby on account of a
Casualty Occurrence. Debtor will cause Creditor to receive evidence reasonably requested by Creditor of the coverage required above.
10. CREDITOR'S PAYMENT. If Debtor fails to perform any obligation hereunder, Creditor may perform the obligation, and Debtor will
reimburse Creditor's related costs. However, before Creditor purchases insurance because Debtor has failed to comply with paragraph 9, Creditor
will give Debtor notice and an opportunity to obtain the required coverage. If Debtor does not do so and Creditor places coverage, the charge for
the replacement insurance Creditor obtains, which wiH be billed and be payable with the installment payments, will include a fee plus interest on
the premium as well as the allocable premium. Also, any insurance Creditor obtains will not provide any liability coverage whatsoever, will
insure Creditor only and will not relieve Debtor from Debtor's liability for the difference between the insurance proceeds and Debtor's
responsibility for the Stipulated Value if the agreement must be paid off as to any Equipment after a Casualty Occurrence or cover any equity
Debtor may have. No further insurance charges will be imposed once and for so long as Debtor complies with paragraph 9.
11. INDEMNITY. Debtor will indemnify, defend and hold harmless Creditor against any liabilities, losses, claims, actions and expenses,
including court costs and legal expenses, incurred by Creditor relating to this agreement or the Equipment, including claims of latent or other
defects, strict liability claims (whether in either case relating to an event while Creditor has a security interest therein) and claims for patent,
trademark or copyright infringement. Each party will give the other notice of any covered event promptly after learning thereof.
12. DEFAULT. This agreement will be in default if (a) Debtor fails to pay any amount hereunder when due; (b) Debtor fails to perform any other
obligation hereunder or under any other agreement between Creditor and Debtor; (c) Debtor dies or is declared legally incompetent, if an
individual; (d) a petition is filed by or against Debtor under the Bankruptcy Act or under any other law providing relief for debtors; (e) Debtor
makes an assignment for the benefit of creditors, a receiver or trustee is appointed for Debtor, a proceeding contemplating winding up of Debtor's
affairs is instituted, Debtor ceases business affairs or Debtor makes an abnormal transfer of a material portion of Debtor's assets; (f) an event
described in (c), (d) or (e) occurs as to a guarantor of Debtor's obligations hereunder; or (g) there is a material misrepresentation to Creditor by
Debtor or a guarantor in connection with this agreement or a default occurs under a real estate lease or mortgage covering property where an .
Item is
located allowing exercise of default remedies thereunder.
13. REMEDIES. If the agreement is in default, Creditor may, at its option, do any one or more of the following: (a) accelerate the remaining
payments and declare due the Stipulated Value; (b) use self-help and other lawful remedies to take possession of any Items: (c) sell or otherwise
dispose of any Items in a manner which is commercially reasonable; (d) recover from Debtor all amounts then due and owing hereunder less the
net sales price (net of all Creditor's costs and expenses of sale) of any Items Creditor has repossessed and sold; or (e) utilize any other remedy
available to Creditor under the Uniform Commercial Code or otherwise at law or in equity. All remedies are cumulative and may be exercised
concurrently or separately from time to time. Debtor will also pay Creditor all costs and expenses not offset against the proceeds of sale of any
Equipment incurred by Creditor in enforcing this agreement, including those incurred by using Creditor's salaried employees and those prior to
filing of an action or in connection with a dismissed action. Any waiver by Creditor of a provision of this agreement must be in writing, and
forbearance by Creditor will not constitute a waiver. Post-default amounts will bear interest at 18% per annum or at such lesser default rate as
set by law until paid.
14. ASSIGNMENT. Without the prior written consent of Creditor, Debtor will not lease, transfer an interest in or allow a lien against any Item
or transfer any obligation under this agreement except a lien in an Item created by Creditor. Debtor's obligations are not assignable by operation
of law. All Creditor's rights under this agreement and interest in the Equipment may be disposed of without notice to Debtorm Debtor will
acknowledge receipt of any notice of assignment in writing and will pay any assigned amounts as directed in the notice. If Creditor assigns this
agreement or any interest herein, Debtor will not assert against
FILED: QUEENS COUNTY CLERK 09/20/2023 10:09 AM INDEX NO. 719448/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 09/20/2023
EQUIPMENT FINANCING AGREEMENT - PAGE 3
the assignee any elaim or defense it may have against Creditor, and Debtor will pursue any rights on account thereof solely against Creditor
personally. No assignee will be obligated to perform any obligation of Creditor under this agreement tmless assumed by the assignee. Subject to
the foregoing, this agreement is for the benefit of, and binds, the heirs, legatees, personal representatives, successors and assigns of the parties.
11 PERSONAL PR.OPERTY Debtor will mark the Equipment or Equipment Location at Creditor's request to indicate Creditor's security
interest in the Equipment. Each Item will remain personally despite attachment to realty. Debtor will obtain and deliver to Creditor, upon
Creditor's request, real property waivers in form satisfactory to Creditor from all persons claiming an interest in the teal property on which an
Item is or is to be located. 16. ADDITIONAL DOCUMENTS. Debtor will obtain and deliver to Creditor such documents as Creditor requests to
protect its interest in this agreement and the Equipment, including financing statements and fixture filings, both of which Debtor hereby
alternatively authorizes Creditor to sign on Debtor's behalf. Debtor will reimburse Creditor for all Creditor's search, filing and appraisal fees and
other costs paid third parties in connection with this agreement. Debtor will fumish Creditor such financial data or information relative to this
agreement or the Equipment as Creditor may from time to time reasonably request.
17. LATE PAYMENT. If Debtor fails to pay an amount hereunder within 10 days of when due, Debtor will pay Creditor (a) a 5% late charge;
(b) amounts Creditor pays others in connection with collection of the amount; and (c) Creditor's standard returned check charge, if relevant.
18. DEPOSIT. Any deposit Debtor furnishes in connection with this agreement will not bear interest and may be applied by Creditor to any
obligations of Debtor to Creditor which are in default. When Debtor has satisfied all Debtor's obligations hereunder, Creditor will return any
remaining balance of the deposit to Debtor.
19. GENERAL This agreement contains the entire agreement between Creditor and Debtor concerning the financing of the Equipment and may
be amended only by a written agreement signed by the party to be charged. Notices hereunder must be in writing and mailed with appropriate
U.S. First Class Mail postage prepaid to the party involved at its respective address set forth above or at such other address as such party rnay
provide the other on notice. Notices to Debtor will be effective upon deposit and to Creditor upon receipt. Each party will promptly notify the
"Creditor"
other of any change in address. The singular includes the plural and the word includes all assignees of Creditor. The liability of co-
debtors is joint and several Paragraph titles are not an aid in interpretation.
20.GOVERNING LAW; VENUE.THIS AGREEMENTWILL BE GOVERNEDBY THE INTERNAL LAWS OFNEW YORK. VENUE FORANY RELATED ACTION
WILL BE IN AN APPROPRIATECOURT IN QUBENS COUNTY, NEW YORK SELECTEDBY CREDITORWHICH DEBTOR CONSENTSOR IN ANOTHER
COURTCREDITORSELECTSHAVING JURISDICTION.
2L NO OFFSET;PREPAYMENT.DEBTOR'SOBLIGATION TO MAKE ALL PAYMENTS UNDER THIS AGREEMENTIS ABSOLUTE AND UNCONDITIONAL
AND WILL NOT BE SUBJECTTO ANY ABATEMENT, COUNTERCLAIM, RECOUPMENT,OFFSETOR DEFENSE.DEBTOR MAY NOT VOLUNTARILY
PREPAYITS OBLIGATIONS HEREUNDER.
22.NO AGENCY. DEBTORACKNOWLEDGES THAT NO SUPPLIERNORANY FINANCIAL INTERMEDIARY NOR ANY AGENT OR EITHER IS AN AGENT
OF CREDITOR, THAT NONE OF SUCH PARTIESIS AUTHORIZEDTO WAlVE OR ALTER ANY TERM OR CONDITIONOF THIS AGREEMENT AND THAT
NO REPRESENTATIONAS TO THE EQUIPMENT OR ANY OTHERMATTER BY ANY SUCHPARTY IS Bl.NDINGUPONCREDITOR. .
23. FINANCING. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT. CREDITOR HAS HAD NO INVOLVEMENT IN THE SELECTION OR
PURCHASEOFAND HAS MADE NO AGREEMENT, REPRESENTATIONOR WARRANTY AS TO ANY ITEM.
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DEBTOR'S INITIALS HERE:FBj
By exceutionhereofDebtorrequestsCreditorto &nancetheEquipmenthereunder.Executionhereofby a duly authorizedof&cerof CreditorindicatesCreditorsacceptanceof suchoffer.
DebtorwarrantsthatDebtorwill usethe Equipmentsolely for commercialor businesspurposes.Debtorrecognizesthat Creditorwill check Debtors credit referencesandhistory and
adviseothersasto Creditorsexperiencewith Debtorandconsentsthereto.DebtorcertiBesandwarrantsthatthe fmancialdataandotherinformationwhich Debtor hassubmittedor will
submitto Creditor, is or w) bea trueandcompletestatementof thematterscovered.DebtorauthorizesCreditorto insetEquipmentidentification informationaboveandtocorrectany
patenterrors,including omissions,in this agreementand any relateddocuments
Creditor and Debtor have executed this agreement as of: January 18. 2022
(Date)
M&T Equipment Funding Seven C Corp. and Bahvinder K. Bajaj
2125 Center Avenue, Suite 600 Fort Lee, NJ 07024 PRINT LECAL NAME OF DEBTOR ABOVE
Creditor
By: ________________._________ _____________ By Guarantor
Title
By ____ President (if corp)