Preview
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
EXHIBIT I
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
COMMERCIALGUARANTY
Borrower: HIDDEN OWLLLC Lender: Santander Bank, N.A.
218 Lenox Avenue MAIL CODE10-6438-CO8
NewYork, NY 10027-6444 200 Liberty Street
NewYork, NY 10281-1003
Guarantor: JIMMYMARITONTHOMAS
129 W81st Street, Apartment 4
NewYork, NY 10024-7207
CONTINUlNG GUARANTEE OF PAYMENT ANDPERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally
guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all
Borrowers obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so
Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lenders remedies against anyone else obligated to
pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor
will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim, and will otherwise perform Borrowers obligations under the Note and Related Documents. Under this Guaranty,
Guarantors liability is unlimited and Guarantor's obligations are continuing.
INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys'
fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired,
"Indebtedness"
that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. includes, without limitation,
loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate
protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of
Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance,
consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their
terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in
nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or
non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then
reduced or extinguished and then afterwards increased or reinstated.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lenders rights under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties.
Guarantors liability will be Guarantors aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
CONTINUlNGGUARANTY. THIS IS A "CONTINUING GUARANTY" UNDERWHICHGUARANTOR AGREESTO GUARANTEE THE FULL AND
PUNCTUALPAYMENT,PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESSOF BORROWER TO LENDER, NOWEXISTING OR
HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUlNGBASIS. ACCORDINGLY, ANY PAYMENTSMADEON THE
INDEBTEDNESSWILL NOTDISCHARGE ORDIMINISH GUARANTOR'SOBLIGATIONS ANDLIABILITY UNDERTHIS GUARANTY FORANY
REMAINING AND SUCCEEDING INDEBTEDNESSEVEN WHENALL OR PART OF THE OUTSTANDING INDEBTEDNESSMAY BE A ZERO
BALANCEFROM TIME TOTIME.
DURATIONOFGUARANTY.This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantors other obligations under this Guaranty shall have
been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantors written notice of
revocation must be mailed to Lender, by certified mail, at Lenders address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantors written revocation.
Indebtedness"
For this purpose and without limitation, the term "new does not include the Indebtedness which at the time of notice of
revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this
purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to
revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of
the Indebtedness. This Guaranty shall bind Guarantors estate as to the Indebtedness created both before and after Guaranto s death or
incapacity, regardless of Lender's actual notice of Guarantors death. Subject to the foregoing, Guarantors executor or administrator or other
legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect.
Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the
Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00).
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment
or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the
Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with
or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrowers sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this
Guaranty in whole or in part.
ANDWARRANTIES. Guarantor
GUARANTOR'SREPRESENTATIONS represents and warrants to Lender that (A) no representations or
agreements of any have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
kind
executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty;
(D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
GUARANTY
COMMERCIAL
(Continued) Page 2
and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantors assets, or any interest therein; (F) upon Lenders request, Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantors financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or
threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrowers financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guaranto s risks under this
Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S
WAlVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to pursue
any other remedy within Lenders power; or (F) to commit any act or omission of any kind, or at any time, with respect to any matter
whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or
action" "anti-deficiency"
defenses arising by reason of (A) any "one or law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after Lenders commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantors subrogation rights or Guarantors rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower,
whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
to Borrowers trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower, the Guarantor, or both.
GUARANTOR'S
UNDERSTANDING
WITH RESPECTTO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantors knowledge of its significance
full and consequences and that, under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guaranto s accounts with Lender
(whether checking, savings, or some other account and whether evidenced by a certificate of deposit). This includes all accounts Guarantor
holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts,
or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to
hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this
Guaranty.
SUBORDINATION OF BORROWER'S DEBTSTO GUARANTOR.Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Guarantor agrees to pay upon demand all of Lenders costs and expenses, including Lender's reasonable
Fees; Expenses.
attorneys'
fees and Lenders legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay
someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses
attorneys' attorneys'
include Lenders reasonable fees and legal expenses whether or not there is a lawsuit, including reasonable fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the
court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
COMMERCIALGUARANTY
(Continued) Page 3
provisions of this Guaranty.
Federal Law. When SBA is the holder, the Note and this Guaranty will be interpreted and enforced under federal law, including SBA
regulations.Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and
other purposes. By using such procedures, SBAdoes not waive any federal immunity from state or local control, penalty, tax, or liability.
As to this Guaranty, Guarantor may not claim or assert any local or state law against SBAto deny any obligation, defeat any claims of
SBA, or preempt federal law.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantors attomey with respect to this Guaranty; the Guaranty fuiiy reflects Guarantors intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
attorneys'
claims, damages, and costs (including Lenders fees) suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties, representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
"Borrower" "Guaranto‘'
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words and
respectively shall mean all and any one or more of them. The words
"Guarantor," "Borrower,"
and "Lender" include the heirs, successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness madeor createdin reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor,
shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with
a nationally recognized overnight.courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail
postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in
and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF
GUARANTY."
writing
Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of
Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender
to any Guarantor is deerned to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lenders right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lenders rights or of any of Guarantors obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, their successors and assigns.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Guarantor against the other.
ERROR ANDOMISSIONS. In consideration of the loan made by Santander Bank, N.A. (hereafter referred to as "Lender" to the undersigned,
the undersigned does hereby represent the promise as follows: Upon request made by the Lender, its successors or assigns, the
undersigned will execute such documents as are reasonable to provide assurance to Lender (1) that the obligations undertaken by the
undersigned in connection with said loan will be faithfully performed; (2) that any and ali documents and instruments signed by the
undersigned in connection with said loan are accurate statements as to the truth of the matters set forth in them and constitute binding
obligations upon the undersigned according to their tenor or (3) as to the amount of said loan outstanding from time to time, and the date
and amount of payments made in respect to said loan. Upon request made by the Lender, its successors or assigns, the undersigned will
re-execute any document or instrument signed in connection with said loan or execute any document or instrument that ought to have been
signed at or before closing of said loan, or which was incorrectly drafted and signed, to facilitate full execution of the appropriate
documents. All such requests shall receive the full cooperation and compliance by the undersigned within seven (7) days of the making of
the request set forth above. The failure of the.undersigned to comply with their obligations hereunder shall constitute a default under the
documents executed in connection with said loan and shall entitle Lender or its successors and assigns, to the remedies available for
default under the documents executed by the undersigned.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means HIDDEN OWLLLC and includes all co-signers and co-makers signing the Note and all their
successors and assigns.
Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation JIMMYMARITONTHOMAS,and in
each case, any signers successors and assigns.
"Guaranty"
Guaranty. The word means this guaranty from Guarantor to Lender.
Indebtedness. The word "Indebtedness" means Borrowers indebtedness to Lender as more particularly described in this Guaranty.
"Lender" means Santander
Lender. The word Bank, N.A., its successors and assigns.
"Note" all of Borrowers promissory notes and/or credit
Note. The word means and includes without limitation agreements evidencing
Borrowers loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations
of and substitutions for promissory notes or credit agreements.
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NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
COMMERCIALGUARANTY
(Continued) Page 4
Related Documents. The words "Related
Documents"mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
EACHUNDERSIGNED GUARANTOR ACKNOWLEDGES HAVINGREADALL THE PROVISIONS OF THIS GUARANTY ANDAGREESTO ITS
TERMS. IN ADDITION, EACHGUARANTOR UNDERSTANDS THATTHIS GUARANTY IS EFFECTIVEUPONGUARANTOR'SEXECUTIONAND
DELIVERYOFTHIS GUARANTY TOLENDERANDTHATTHEGUARANTY WILL CONTINUEUNTIL TERMINATEDIN THEMANNERSET FORTH
IN THESECTION TITLED "DURATION OF G A NTY". N FORMAL ACCEPTANCE BY LENDERIS NECESSARY TOMAKETHIS GUARANTY
EFFECTIVE.THIS GUARANTY IS DATED
GUARANTOR:
JIMMY M ITO THOMAS
Ver.22.3.0.039
LaserPro. Copr.
FInastra
USACorporation 2022.AARights
1997, - NYCADOCUMV.PROLCFN.PLW.20.FC
Reserved. TR44543
PR-176
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
COMMERCIALGUARANTY
Borrower: HIDDEN OWLLLC Lender: Santander Bank, N.A.
218 Lenox Avenue MAIL CODE10-6438-CO8
NewYork, NY 10027-6444 200 Liberty Street
NewYork, NY 10281-1003
Guarantor: JIMMYMARITONTHOMAS
129 W81st Street, Apartment 4
NewYork, NY 10024-7207
CONTINUlNGGUARANTEE OF PAYMENT ANDPERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally
guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all
Borrowe s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so
Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lenders remedies against anyone else obligated to
of the Indebtedness. Guarantor
pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty
will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim, and will otherwise perform Borrowers obligations under the Note and Related Documents. Under this Guaranty,
Guarantors liability is unlimited and Guarantors obligations are continuing.
"Indebtedness"
INDEBTEDNESS.The word as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys'
fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired,
"Indebtedness"
that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. includes, without limitation,
loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate
protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of
Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance,
consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their
terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in
nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or
non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then
reduced or extinguished and then afterwards increased or reinstated.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lenders rights under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties.
Guarantors liability will be Guarantors aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
CONTINUlNG GUARANTY. THIS IS A "CONTINUlNG
GUARANTY"UNDERWHICHGUARANTOR AGREESTO GUARANTEE THE FULL AND
PUNCTUALPAYMENT,PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESSOF BORROWER TO LENDER, NOWEXISTING OR
HEREAFTERARISING OR ACQUIRED, ON AN OPENAND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTSMADEON THE
INDEBTEDNESSWILL NOTDISCHARGE ORDIMINISH GUARANTOR'SOBLIGATIONS AND LIABILITY UNDERTHIS GUARANTY FORANY
REMAINING AND SUCCEEDING INDEBTEDNESSEVEN WHENALL OR PARTOF THE OUTSTANDINGINDEBTEDNESSMAY BE A ZERO
BALANCEFROMTIME TOTIME.
DURATIONOF GUARANTY.This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
shall have
any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantors other obligations under this Guaranty
been performed in full If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantors written notice of
revocation must be mailed to Lender, by certified mail, at Lenders address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantors written revocation.
Indebtedness" does not include the Indebtedness which at the time of notice of
For this purpose and without limitation, the term "new
revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this
purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to
revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of
the Indebtedness. This Guaranty shall bind Guarantors estate as to the Indebtedness created both before and after Guaranto s death or
incapacity, regardless of Lender's actual notice of Guarantors death. Subject to the foregoing, Guaranto s executor or administrator or other
legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect.
Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a
specifically
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the
Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00).
GUARANTOR'S TO LENDER.
AUTHORIZATION Guarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment
or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the
for the payment of
Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with
or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrowers sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion
to assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this
may determine; (G) sell, transfer,
Guaranty in whole or in part.
GUARANTOR'SREPRESENTATIONS ANDWARRANTIES.Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at Borrowe s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty;
(D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
FILED: NEW YORK COUNTY CLERK 06/11/2024 03:45 PM INDEX NO. 155385/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 06/11/2024
COMMERCIALGUARANTY
(Continued) Page 2
and.do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (F) upon Lenders request, Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
informatioI is provided; (G) no material adverse change has occurred in Guarantors financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred whi