Preview
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
Parkview Advance
Page 1 of 18 ver. 8/18/21
PARKVIEW ADVANCE LLC
600 Summer St, Stamford, CT 06901
(203) 675-0071
STANDARD MERCHANT CASH ADVANCE AGREEMENT
This is an Agreement dated __________________ 3/23/2023 by and between PARKVIEW ADVANCE LLC
(“PARKVIEW”) and each merchant listed below (“Merchant”).
Merchant’s Legal Name: ___________________________________________
Johnny B. Electric Inc. _____________
D/B/A/: _________________________________________________ Fed ID #:
Johnny B. Electric Inc. _____________
Type of Entity: CORPORATION
Business Address: _________________________________
1100 SW 1st Ave City: ______________
Amarillo State: _______
TX Zip: ________
79106
Contact Address: __________________________________
11421 Bar Harbor Pl Ne City: ______________
Albuquerque State: _______
NM Zip: ________
87111
E-mail Address: _________________ Phone Number: ______________________________
806-646-0844
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(defined below). 225,000.00
$ ____________________
Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold. 337,477.50
$ ____________________
Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the
Receivables Purchased Amount is paid in full. 15 %
______
Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) after deduction of
applicable fees listed in Section 2 below. 213,750.00
$ ____________________
Net Amount to Be Received Directly by Merchant(s)
This is the net amount being received directly by Merchant(s) after deduction of
applicable fees listed in Section 2 below and the payment of any part of the Purchase
Price elsewhere pursuant to an Addendum to this Agreement. 108,125.84
$ ____________________
Initial Estimated Payment
This is only applicable if an Addendum for Estimated Payments is being signed. This
is the initial amount of periodic payments collected from Merchant(s) as an $ ____________________
2,812.31
approximation of no more than the Specified Percentage of the Receivables and is
subject to reconciliation as set forth in Section 4 below. DAY
per __________________
TERMS AND CONDITIONS
1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to PARKVIEW (making PARKVIEW
the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
th if A 1M]A JA .
______________________________________________________________________
9173AADB E84FF...
Name: ____________________
Timothy Engelmann Title: ____________________
Owner 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
Page 2 of 18
STANDARD MERCHANT CASH ADVANCE AGREEMENT
future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each
Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash,
check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each
merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above
(the “Receivables Purchased Amount”) has been delivered by Merchant(s) to PARKVIEW. Each Merchant hereby
acknowledges that until the Receivables Purchased Amount has been received in full by PARKVIEW, each Merchant’s
Receivables, up to the balance of the Receivables Purchased Amount, are the property of PARKVIEW and not the
property of any Merchant. Each Merchant agrees that it is a fiduciary for PARKVIEW and that each Merchant will hold
Receivables in trust for PARKVIEW in its capacity as a fiduciary for PARKVIEW.
The Receivables Purchased Amount shall be paid to PARKVIEW by each Merchant irrevocably authorizing
only one depositing account acceptable to PARKVIEW (the “Account”) to remit the percentage specified above (the
“Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as
PARKVIEW receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes
PARKVIEW to ACH debit the specified remittances from the Account on a daily basis as of the next business day
after the date of this Agreement and will provide PARKVIEW with all required access codes and monthly bank
statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH
attempt or an Event of Default (see Section 2). PARKVIEW is not responsible for any overdrafts or rejected
transactions that may result from PARKVIEW’s ACH debiting the Specified Percentage amounts under the terms of
this Agreement.
2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible
to PARKVIEW for the following fees, where applicable:
A. $_________
5% - to cover underwriting and the ACH debit program, as well as related expenses. This will be
deducted from payment of the Purchase Price.
B. Wire Fee ‐ Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a
Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.
C. Blocked Account/Default ‐ $10,000.00 ‐ If PARKVIEW considers an Event of Default to have taken
place under Section 34.
D.Non-Sufficient Funds Fee ("NSF Fee") - 35.00 for each NSF. After two NSF Fees are applied, Default has
been declared
E. UCC Fee ‐ $195.00 – to cover PARKVIEW filing a UCC-1 financing statement to secure its interest in the
Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
F. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses
incurred in litigation, arbitration, or the enforcement of any of PARKVIEW’s legal or contractual rights against each
Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement.
3. Cap on Collection of the Receivables Purchased Amount. The amount that PARKVIEW will collect from
Merchant(s) towards the Receivables Purchased Amount during any specific ________ DAY will be capped at
$______________
2,812.31 (the “Cap”). If the Specified Percentage of all Receivables for a specific ________
DAY is less than the
Cap, then in addition to the Specified Percentage of Receivables for that ________,
DAY PARKVIEW will be permitted to
collect any Receivables it did not previously collect due to the Cap such that the total amount collected during that
________
DAY does not exceed the Cap. The Cap is not applicable to make up for a business day on which PARKVIEW is
closed and does not ACH debit the Account, to subsequent attempts to collect a rejected or blocked ACH payment, or
for the collection of any of the fees listed in Section 2 or if any Event of Default listed in Section 34 is considered by
PARKVIEW to have taken place.
4. Reconciliations. Any Merchant may give written notice to PARKVIEW requesting that PARKVIEW conduct a
reconciliation in order to ensure that the amount that PARKVIEW has collected equals the Specified Percentage of
Merchant(s)’s Receivables under this Agreement. Any Merchant may give written notice requesting a reconciliation. A
reconciliation may also be requested by e-mail to accounting@parkviewadvance.com and such notice will be deemed to
have been received if and when PARKVIEW sends a reply e-mail (but not a read receipt). If such reconciliation
determines that PARKVIEW collected more than it was entitled to, then PARKVIEW will credit to the Account all
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
______________________________________________________________________
th IJ A A JA.
9173AADB E84FF...
Name: ____________________
Timothy Engelmann Title: ____________________
Owner 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
amounts to which PARKVIEW was not entitled within seven days thereafter. If such reconciliation determines that
PARKVIEW collected less than it was entitled to, then PARKVIEW will debit from the Account all additional amounts
to which PARKVIEW was entitled within seven days thereafter. In order to effectuate this reconciliation, any Merchant
must produce with its request the login and password for the Account and any and all bank statements and merchant
statements covering the period from the date of this Agreement through the date of the request for a reconciliation.
PARKVIEW will complete each such reconciliation within two business days after receipt of a written request for one
accompanied by the information and documents required for it. Nothing herein limits the amount of times that such a
reconciliation may be requested.
5. Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the
Receivables Purchased Amount. There will be no penalty for any prepayment made by any Merchant. Any Merchant
may elect to terminate this Agreement by prepaying PARKVIEW the amount of the balance of the Receivables
Purchased Amount at that time.
6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to PARKVIEW, to obtain
electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide PARKVIEW and/or its authorized
agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables.
Merchant(s) shall authorize PARKVIEW and/or its agent(s) to deduct the amounts owed to PARKVIEW for the
Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay
such amounts to PARKVIEW by permitting PARKVIEW to withdraw the Specified Percentage by ACH debiting of the
account. The authorization shall be irrevocable absent PARKVIEW’s written consent.
7. Term of Agreement. The term of this Agreement is indefinite and shall continue until PARKVIEW receives
the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The
provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42,
43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this Agreement.
8. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the
ordinary course of its business and that the payments to be made from each Merchant to PARKVIEW under this
Agreement are being made in the ordinary course of each Merchant’s business.
9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to
the Guarantee of this Agreement) authorizes PARKVIEW and its agent(s) to investigate each Merchant’s financial
responsibility and history, and will provide to PARKVIEW any bank or financial statements, tax returns, and other
documents and records, as PARKVIEW deems necessary prior to or at any time after execution of this Agreement. A
photocopy of this authorization will be deemed as acceptable for release of financial information. PARKVIEW is
authorized to update such information and financial profiles from time to time as it deems appropriate.
10. Monitoring, Recording, and Electronic Communications. PARKVIEW may choose to monitor and/or
record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each
Merchant agrees that any call between PARKVIEW and any Merchant or its representatives may be monitored and/or
recorded. Each Merchant and each Guarantor grants access for PARKVIEW to enter any Merchant’s premises and
to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this
Agreement.
PARKVIEW may use automated telephone dialing, text messaging systems, and e-mail to provide messages
to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant),
and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically
when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages
may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each
Guarantor gives PARKVIEW permission to call or send a text message to any telephone number given to PARKVIEW
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
th i f A M
______________________________________________________________________
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
in connection with this Agreement and to play pre-recorded messages and/or send text messages with information
about this Agreement and/or any Merchant’s account over the phone. Each Merchant, each Owner, and each
Guarantor also gives PARKVIEW permission to communicate such information to them by e-mail. Each Merchant,
each Owner, and each Guarantor agree that PARKVIEW will not be liable to any of them for any such calls or electronic
communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and
each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge
from the company that provides them with telecommunications, wireless, and/or Internet services, and that
PARKVIEW has no liability for any such charges.
11. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth
herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement.
Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement
for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information
provided herein and in all of PARKVIEW’s documents, forms, and recorded interview(s) is true, accurate, and
complete in all respects. PARKVIEW may produce a monthly statement reflecting the delivery of the Specified
Percentage of Receivables from Merchant(s) to PARKVIEW. An investigative report may be made in connection with
the Agreement. Each Merchant and each Owner signing this Agreement authorize PARKVIEW, its agents and
representatives, and any credit‐reporting agency engaged by PARKVIEW, to (i) investigate any references given or
any other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement,
and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any
obligation to PARKVIEW under this Agreement or for PARKVIEW’s ability to determine any Merchant’s eligibility to
enter into any future agreement with PARKVIEW. Any misrepresentation made by any Merchant or Owner in
connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they
are providing ‘written instructions’ to PARKVIEW under the Fair Credit Reporting Act, authorizing PARKVIEW to obtain
information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each
Merchant and each Guarantor authorizes PARKVIEW to obtain such information solely to conduct a pre-qualification
for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they
are providing ‘written instructions’ to PARKVIEW under the Fair Credit Reporting Act, authorizing PARKVIEW to obtain
information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each
Merchant and each Guarantor authorizes PARKVIEW to obtain such information in accordance with a merchant cash
advance application.
12. Transactional History. Each Merchant authorizes its bank to provide PARKVIEW with its banking and/or
credit card processing history.
13. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless
each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and
shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert
fees) incurred by Processor resulting from (a) claims asserted by PARKVIEW for monies owed to PARKVIEW from
any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by
PARKVIEW.
14. No Liability. In no event will PARKVIEW be liable for any claims asserted by any Merchant under any
legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect,
or consequential damages, each of which is waived by each Merchant and each Guarantor.
15. Sale of Receivables. Each Merchant and PARKVIEW agree that the Purchase Price under this
Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
______________________________________________________________________
th if A
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
be, nor shall it be construed as a loan from PARKVIEW to any Merchant. PARKVIEW is entering into this Agreement
knowing the risks that each Merchant’s business may decline or fail, resulting in PARKVIEW not receiving the
Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables
pursuant to this Agreement equals the fair market value of such Receivables. PARKVIEW has purchased and shall
own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables
are created. Payments made to PARKVIEW in respect to the full amount of the Receivables shall be conditioned upon
each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner
provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR
in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this
Agreement is not a loan and does not have an interest rate.
16. Power of Attorney. Each Merchant irrevocably appoints PARKVIEW as its agent and attorney-in-fact with
full authority to take any action or execute any instrument or document to settle all obligations due to PARKVIEW, or,
if PARKVIEW considers an Event of Default to have taken place under Section 34, to settle all obligations due to
PARKVIEW from each Merchant, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies
due or to become due under or in respect of any of the Collateral (which is defined in Section 33); (iii) to receive,
endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i)
or clause (ii) above; (iv) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers
or account debtors to make payment directly to PARKVIEW; and (v) to file any claims or take any action or institute
any proceeding which PARKVIEW may deem necessary for the collection of any of the unpaid Receivables Purchased
Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased
Amount.
17. Protections Against Default. The following Protections 1 through 7 may be invoked by PARKVIEW,
immediately and without notice to any Merchant in the event:
(a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily
used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or
authorization of checks and credit cards for the purchase of any Merchant’s services and products;
(b) Any Merchant changes its arrangements with any Processor in any way that is adverse to
PARKVIEW;
(c) Any Merchant changes any Processor through which the Receivables are settled to another
electronic check and/or credit card processor or permits any event to occur that could cause diversion of any
Merchant’s check and/or credit card transactions to another such processor;
(d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or
acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express
prior written consent of PARKVIEW and (ii) the written agreement of any purchaser or transferee to the assumption
of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to PARKVIEW; or
(e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—
the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any
means other than checks and/or credit cards that are settled through Processor. These protections are in addition to
any other remedies available to PARKVIEW at law, in equity, or otherwise available pursuant to this Agreement.
(f) PARKVIEW considers any Event of Default listed in Section 34 to have taken place.
Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may
become due and payable in full immediately.
Protection 2. PARKVIEW may enforce the provisions of the Guarantee against Guarantor.
Protection 3. PARKVIEW may enforce its security interest in the Collateral identified in Section 33.
Protection 4. PARKVIEW may proceed to protect and enforce its rights and remedies by litigation or
arbitration. Protection 5. If requested by PARKVIEW, Merchant shall deliver to PARKVIEW an executed assignment
of lease of each Merchant’s premises in favor of PARKVIEW. Upon breach of any provision in this Section 17,
PARKVIEW may exercise its rights under such assignment of lease.
Protection 6. PARKVIEW may debit any Merchant’s depository accounts wherever situated by means of
ACH I have read and agree to the terms and conditions set forth above:
DocuSigned by:
______________________________________________________________________
th if A
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or
otherwise, in an amount consistent with the terms of this Agreement.
Protection 7. PARKVIEW will have the right, without waiving any of its rights and remedies and without notice
to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of
Receivables hereunder and to direct such credit card processor to make payment to PARKVIEW of all or any portion
of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to
PARKVIEW an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby
appoints PARKVIEW and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary
to direct such new or additional credit card and/or check processor to make payment to PARKVIEW as contemplated
by this Section.
18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each
Merchant and/or as Owner, in respect of himself or herself personally, authorizes PARKVIEW to disclose information
concerning each Merchant, Owner and/or Guarantor’s credit standing and business conduct to agents, affiliates,
subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum
extent permitted by law any claim for damages against PARKVIEW or any of its affiliates relating to any (i) investigation
undertaken by or on behalf of PARKVIEW as permitted by this Agreement or (ii) disclosure of information as permitted
by this Agreement.
19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products
and services offered by PARKVIEW, including this Agreement and any other PARKVIEW documents (collectively,
“Confidential Information”) are proprietary and confidential information of PARKVIEW. Accordingly, unless disclosure
is required by law or court order, Merchant(s) shall not disclose Confidential Information of PARKVIEW to any person
other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such
information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely
for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 19.
20. D/B/As. Each Merchant hereby acknowledges and agrees that PARKVIEW may be using “doing business
as” or “d/b/a” names in connection with various matters relating to the transaction between PARKVIEW and each
Merchant, including the filing of UCC-1 financing statements and other notices or filings.
21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants
that its bank and financial statements, copies of which have been furnished to PARKVIEW, and future statements
which will be furnished hereafter at the request of PARKVIEW, fairly represent the financial condition of each Merchant
at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in
such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to
advise PARKVIEW of any material adverse change in its financial condition, operation, or ownership.
22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance
and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its
properties and to conduct the business in which it is presently engaged.
23. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this
Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this
Agreement, all of which have been duly authorized.
24. Insurance. Each Merchant represents, warrants, and covenants that within ten days after written notice
of a request by PARKVIEW, Merchant(s) will maintain business‐interruption insurance naming PARKVIEW as loss
payee and additional insured in amounts and against risks as are satisfactory to PARKVIEW and shall provide
PARKVIEW proof of such insurance upon request.
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
th i f A M
______________________________________________________________________
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it
will not, without PARKVIEW’s prior written consent, change its Processor, add terminals, change its financial institution
or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under
this Agreement.
26. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct
its business under any name other than as disclosed to PARKVIEW or change any place(s) of its business without
prior written consent from PARKVIEW.
27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and
from time to time, upon at least two day’s prior notice from PARKVIEW to that Merchant, execute, acknowledge, and
deliver to PARKVIEW and/or to any other person or entity specified by PARKVIEW, a statement certifying that this
Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force
and effect as modified and stating the modifications) and stating the dates which the Receivables Purchased Amount
or any portion thereof have been paid.
28. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this
Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United
States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant
further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an
involuntary petition will be filed against it. Each Merchant further warrants that there will be no statutory presumption
that it would have been insolvent on the date of this Agreement.
29. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good,
complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes,
restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any
kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to
the interests of PARKVIEW, other than any for which PARKVIEW has actual or constructive knowledge as of the date
of this Agreement.
30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party
other than PARKVIEW any arrangement, agreement, or commitment that relates to or involves the Receivables,
whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against
Receivables without the prior written consent of PARKVIEW. In the event of STACKING a 45% fee will be added to
the Purchase Price
31. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good
standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering
into this Agreement for business purposes and not as a consumer for personal, family, or household purposes.
32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that its execution of
and/or performance under this Agreement will not cause or create an event of default by any Merchant under any
contract with another person or entity.
33. Security Interest. To secure each Merchant’s payment and performance obligations to PARKVIEW under
this Agreement and any future agreement with PARKVIEW, each Merchant hereby grants to PARKVIEW a security
interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all
deposit accounts, accounts‐receivable, and other receivables, chattel paper, documents, equipment, general
intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the
“UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
th i f A M
______________________________________________________________________
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
9 of the UCC. The parties acknowledge and agree that any security interest granted to PARKVIEW under any other
agreement between any Merchant or Guarantor and PARKVIEW (the “Cross‐Collateral”) will secure the obligations
hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit
to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross‐Collateral, as applicable.
Each Merchant agrees to execute any documents or take any action in connection with this Agreement as
PARKVIEW deems necessary to perfect or maintain PARKVIEW’s first priority security interest in the Collateral and
the Cross‐Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes
PARKVIEW to file any financing statements deemed necessary by PARKVIEW to perfect or maintain PARKVIEW’s
security interest, which financing statements may contain notification that each Merchant has granted a negative
pledge to PARKVIEW with respect to the Collateral and the Cross‐Collateral, and that any subsequent lienor may be
tortiously interfering with PARKVIEW’s rights. Each Merchant shall be liable for and PARKVIEW may charge and
collect all costs and expenses, including but not limited to attorney fees, which may be incurred by PARKVIEW in
protecting, preserving, and enforcing PARKVIEW’s security interest and rights. Each Merchant further acknowledges
that PARKVIEW may use another legal name and/or D/B/A or an agent when designating the Secured Party when
PARKVIEW files the above‐referenced financing statement(s).
34. Events of Default. An “Event of Default” may be considered to have taken place if any of the following
occur:
(1) Any Merchant violates any term or covenant in this Agreement;
(2) Any representation or warranty by any Merchant in any Agreement with PARKVIEW that has not been
terminated proves to have been incorrect, false, or misleading in any material respect when made;
(3) Any Merchant fails to provide PARKVIEW with written notice of any material change in its financial
condition, operation, or ownership within seven days thereafter (unless a different notice period is specifically provided
for elsewhere in this Agreement;
(4) the sending of notice of termination by any Merchant or Guarantor;
(5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates its business without the
prior written consent of PARKVIEW other than a bankruptcy filing;
(6) Any Merchant transfers or sells all or substantially all of its assets without the prior written consent of
PARKVIEW;
(7) Any Merchant makes or sends notice of any intended bulk sale or transfer by any Merchant without the
prior written consent of PARKVIEW;
(8) Any Merchant uses multiple depository accounts without the prior written consent of PARKVIEW;
(9) Any Merchant changes the Account without the prior written consent of PARKVIEW;
(10) PARKVIEW is not provided with updated login or password information for the Account within one
business day after any such change is made by any Merchant;
(11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for
the Account within two business days after a written request for same is made by PARKVIEW;
(12) Any Merchant performs any act that reduces the value of any Collateral granted under this Agreement;
(13) Any Merchant fails to deposit its Receivables into the Account;
(14) Any Merchant causes any ACH debit to the Account by PARKVIEW to be blocked or stopped without
providing any advance written notice to PARKVIEW, which notice may be given by e-mail
to accounting@parkviewadvance.com; or
(15) Any Merchant prevents PARKVIEW from collecting any part of the Receivables Purchased Amount;
(16) Any Merchant causes any ACH debit to the Account to be stopped or otherwise returned that would result
in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide
PARKVIEW with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or
otherwise returned, which notice may be given by e-mail to accounting@parkviewadvance.com; or
(17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with
PARKVIEW.
I have read and agree to the terms and conditions set forth above:
DocuSigned by:
th i f A M
______________________________________________________________________
Timothy Engelmann Owner
Name: ____________________ Title: ____________________ 3/23/2023
Date: ______________
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024
DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577
FCE136D0-1EEB-4621-BBB2-24C99909D504
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024
Page 9 of 18
STANDARD MERCHANT CASH ADVANCE AGREEMENT
35. Remedies. In case any Event of Default occurs and is not waived, PARKVIEW may proceed to protect and
enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any
covenant, agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations
hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of PARKVIEW in connection
with this Agreement, including each Protection listed in Section 17, may be exercised at any time by PARKVIEW after the
occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or
remedies provided by law or equity. In case any Event of Default occurs and is not waived, PARKVIEW may elect that
Merchant(s) be required to pay to PARKVIEW 25% of the unpaid balance of the Receivables Purchased Amount
as liquidated damages for any reasonable expenses incurred by PARKVIEW in connection with recovering the unpaid
balance of the Receivables Purchased Amount (“Reasonable Expenses”), PARKVIEW will not be required to itemize of
prove its Reasonable Expenses, and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a
reasonable relationship to PARKVIEW’s actual expenses incurred in connection with recovering the unpaid balance of
the Receivables Purchased Amount. In addition to the foregoing, in case any Event of Default occurs and is not waived,
PARKVIEW will be entitled to the issuance of an injunction, restraining order, or other equitable relief in PARKVIEW’s
favor, subject to court or arbitrator approval, restraining each Merchant’s accounts and/or receivables up to the amoun
Preview
FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Parkview Advance Page 1 of 18 ver. 8/18/21 PARKVIEW ADVANCE LLC 600 Summer St, Stamford, CT 06901 (203) 675-0071 STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated __________________ 3/23/2023 by and between PARKVIEW ADVANCE LLC (“PARKVIEW”) and each merchant listed below (“Merchant”). Merchant’s Legal Name: ___________________________________________ Johnny B. Electric Inc. _____________ D/B/A/: _________________________________________________ Fed ID #: Johnny B. Electric Inc. _____________ Type of Entity: CORPORATION Business Address: _________________________________ 1100 SW 1st Ave City: ______________ Amarillo State: _______ TX Zip: ________ 79106 Contact Address: __________________________________ 11421 Bar Harbor Pl Ne City: ______________ Albuquerque State: _______ NM Zip: ________ 87111 E-mail Address: _________________ Phone Number: ______________________________ 806-646-0844 Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). 225,000.00 $ ____________________ Receivables Purchased Amount This is the amount of Receivables (defined in Section 1 below) being sold. 337,477.50 $ ____________________ Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. 15 % ______ Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. 213,750.00 $ ____________________ Net Amount to Be Received Directly by Merchant(s) This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to an Addendum to this Agreement. 108,125.84 $ ____________________ Initial Estimated Payment This is only applicable if an Addendum for Estimated Payments is being signed. This is the initial amount of periodic payments collected from Merchant(s) as an $ ____________________ 2,812.31 approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below. DAY per __________________ TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to PARKVIEW (making PARKVIEW the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s I have read and agree to the terms and conditions set forth above: DocuSigned by: th if A 1M]A JA . ______________________________________________________________________ 9173AADB E84FF... Name: ____________________ Timothy Engelmann Title: ____________________ Owner 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 2 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s) to PARKVIEW. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by PARKVIEW, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of PARKVIEW and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for PARKVIEW and that each Merchant will hold Receivables in trust for PARKVIEW in its capacity as a fiduciary for PARKVIEW. The Receivables Purchased Amount shall be paid to PARKVIEW by each Merchant irrevocably authorizing only one depositing account acceptable to PARKVIEW (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as PARKVIEW receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes PARKVIEW to ACH debit the specified remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide PARKVIEW with all required access codes and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). PARKVIEW is not responsible for any overdrafts or rejected transactions that may result from PARKVIEW’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. 2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to PARKVIEW for the following fees, where applicable: A. $_________ 5% - to cover underwriting and the ACH debit program, as well as related expenses. This will be deducted from payment of the Purchase Price. B. Wire Fee ‐ Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price. C. Blocked Account/Default ‐ $10,000.00 ‐ If PARKVIEW considers an Event of Default to have taken place under Section 34. D.Non-Sufficient Funds Fee ("NSF Fee") - 35.00 for each NSF. After two NSF Fees are applied, Default has been declared E. UCC Fee ‐ $195.00 – to cover PARKVIEW filing a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated. F. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred in litigation, arbitration, or the enforcement of any of PARKVIEW’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement. 3. Cap on Collection of the Receivables Purchased Amount. The amount that PARKVIEW will collect from Merchant(s) towards the Receivables Purchased Amount during any specific ________ DAY will be capped at $______________ 2,812.31 (the “Cap”). If the Specified Percentage of all Receivables for a specific ________ DAY is less than the Cap, then in addition to the Specified Percentage of Receivables for that ________, DAY PARKVIEW will be permitted to collect any Receivables it did not previously collect due to the Cap such that the total amount collected during that ________ DAY does not exceed the Cap. The Cap is not applicable to make up for a business day on which PARKVIEW is closed and does not ACH debit the Account, to subsequent attempts to collect a rejected or blocked ACH payment, or for the collection of any of the fees listed in Section 2 or if any Event of Default listed in Section 34 is considered by PARKVIEW to have taken place. 4. Reconciliations. Any Merchant may give written notice to PARKVIEW requesting that PARKVIEW conduct a reconciliation in order to ensure that the amount that PARKVIEW has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. Any Merchant may give written notice requesting a reconciliation. A reconciliation may also be requested by e-mail to accounting@parkviewadvance.com and such notice will be deemed to have been received if and when PARKVIEW sends a reply e-mail (but not a read receipt). If such reconciliation determines that PARKVIEW collected more than it was entitled to, then PARKVIEW will credit to the Account all I have read and agree to the terms and conditions set forth above: DocuSigned by: ______________________________________________________________________ th IJ A A JA. 9173AADB E84FF... Name: ____________________ Timothy Engelmann Title: ____________________ Owner 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 3 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT amounts to which PARKVIEW was not entitled within seven days thereafter. If such reconciliation determines that PARKVIEW collected less than it was entitled to, then PARKVIEW will debit from the Account all additional amounts to which PARKVIEW was entitled within seven days thereafter. In order to effectuate this reconciliation, any Merchant must produce with its request the login and password for the Account and any and all bank statements and merchant statements covering the period from the date of this Agreement through the date of the request for a reconciliation. PARKVIEW will complete each such reconciliation within two business days after receipt of a written request for one accompanied by the information and documents required for it. Nothing herein limits the amount of times that such a reconciliation may be requested. 5. Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the Receivables Purchased Amount. There will be no penalty for any prepayment made by any Merchant. Any Merchant may elect to terminate this Agreement by prepaying PARKVIEW the amount of the balance of the Receivables Purchased Amount at that time. 6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to PARKVIEW, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide PARKVIEW and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize PARKVIEW and/or its agent(s) to deduct the amounts owed to PARKVIEW for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to PARKVIEW by permitting PARKVIEW to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable absent PARKVIEW’s written consent. 7. Term of Agreement. The term of this Agreement is indefinite and shall continue until PARKVIEW receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this Agreement. 8. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to PARKVIEW under this Agreement are being made in the ordinary course of each Merchant’s business. 9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes PARKVIEW and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to PARKVIEW any bank or financial statements, tax returns, and other documents and records, as PARKVIEW deems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. PARKVIEW is authorized to update such information and financial profiles from time to time as it deems appropriate. 10. Monitoring, Recording, and Electronic Communications. PARKVIEW may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between PARKVIEW and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for PARKVIEW to enter any Merchant’s premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement. PARKVIEW may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives PARKVIEW permission to call or send a text message to any telephone number given to PARKVIEW I have read and agree to the terms and conditions set forth above: DocuSigned by: th i f A M ______________________________________________________________________ Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 4 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives PARKVIEW permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that PARKVIEW will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that PARKVIEW has no liability for any such charges. 11. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of PARKVIEW’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. PARKVIEW may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to PARKVIEW. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize PARKVIEW, its agents and representatives, and any credit‐reporting agency engaged by PARKVIEW, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to PARKVIEW under this Agreement or for PARKVIEW’s ability to determine any Merchant’s eligibility to enter into any future agreement with PARKVIEW. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation. Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to PARKVIEW under the Fair Credit Reporting Act, authorizing PARKVIEW to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes PARKVIEW to obtain such information solely to conduct a pre-qualification for credit. Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to PARKVIEW under the Fair Credit Reporting Act, authorizing PARKVIEW to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes PARKVIEW to obtain such information in accordance with a merchant cash advance application. 12. Transactional History. Each Merchant authorizes its bank to provide PARKVIEW with its banking and/or credit card processing history. 13. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by PARKVIEW for monies owed to PARKVIEW from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by PARKVIEW. 14. No Liability. In no event will PARKVIEW be liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant and each Guarantor. 15. Sale of Receivables. Each Merchant and PARKVIEW agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to I have read and agree to the terms and conditions set forth above: DocuSigned by: ______________________________________________________________________ th if A Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 5 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT be, nor shall it be construed as a loan from PARKVIEW to any Merchant. PARKVIEW is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in PARKVIEW not receiving the Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. PARKVIEW has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to PARKVIEW in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. 16. Power of Attorney. Each Merchant irrevocably appoints PARKVIEW as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to PARKVIEW, or, if PARKVIEW considers an Event of Default to have taken place under Section 34, to settle all obligations due to PARKVIEW from each Merchant, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 33); (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to PARKVIEW; and (v) to file any claims or take any action or institute any proceeding which PARKVIEW may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount. 17. Protections Against Default. The following Protections 1 through 7 may be invoked by PARKVIEW, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to PARKVIEW; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of PARKVIEW and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to PARKVIEW; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise— the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to PARKVIEW at law, in equity, or otherwise available pursuant to this Agreement. (f) PARKVIEW considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. PARKVIEW may enforce the provisions of the Guarantee against Guarantor. Protection 3. PARKVIEW may enforce its security interest in the Collateral identified in Section 33. Protection 4. PARKVIEW may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by PARKVIEW, Merchant shall deliver to PARKVIEW an executed assignment of lease of each Merchant’s premises in favor of PARKVIEW. Upon breach of any provision in this Section 17, PARKVIEW may exercise its rights under such assignment of lease. Protection 6. PARKVIEW may debit any Merchant’s depository accounts wherever situated by means of ACH I have read and agree to the terms and conditions set forth above: DocuSigned by: ______________________________________________________________________ th if A Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 6 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. PARKVIEW will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to PARKVIEW of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to PARKVIEW an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints PARKVIEW and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to PARKVIEW as contemplated by this Section. 18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, in respect of himself or herself personally, authorizes PARKVIEW to disclose information concerning each Merchant, Owner and/or Guarantor’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law any claim for damages against PARKVIEW or any of its affiliates relating to any (i) investigation undertaken by or on behalf of PARKVIEW as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by PARKVIEW, including this Agreement and any other PARKVIEW documents (collectively, “Confidential Information”) are proprietary and confidential information of PARKVIEW. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of PARKVIEW to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 19. 20. D/B/As. Each Merchant hereby acknowledges and agrees that PARKVIEW may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between PARKVIEW and each Merchant, including the filing of UCC-1 financing statements and other notices or filings. 21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to PARKVIEW, and future statements which will be furnished hereafter at the request of PARKVIEW, fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise PARKVIEW of any material adverse change in its financial condition, operation, or ownership. 22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged. 23. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 24. Insurance. Each Merchant represents, warrants, and covenants that within ten days after written notice of a request by PARKVIEW, Merchant(s) will maintain business‐interruption insurance naming PARKVIEW as loss payee and additional insured in amounts and against risks as are satisfactory to PARKVIEW and shall provide PARKVIEW proof of such insurance upon request. I have read and agree to the terms and conditions set forth above: DocuSigned by: th i f A M ______________________________________________________________________ Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 7 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT 25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without PARKVIEW’s prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement. 26. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to PARKVIEW or change any place(s) of its business without prior written consent from PARKVIEW. 27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from time to time, upon at least two day’s prior notice from PARKVIEW to that Merchant, execute, acknowledge, and deliver to PARKVIEW and/or to any other person or entity specified by PARKVIEW, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Receivables Purchased Amount or any portion thereof have been paid. 28. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it. Each Merchant further warrants that there will be no statutory presumption that it would have been insolvent on the date of this Agreement. 29. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of PARKVIEW, other than any for which PARKVIEW has actual or constructive knowledge as of the date of this Agreement. 30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than PARKVIEW any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of PARKVIEW. In the event of STACKING a 45% fee will be added to the Purchase Price 31. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that its execution of and/or performance under this Agreement will not cause or create an event of default by any Merchant under any contract with another person or entity. 33. Security Interest. To secure each Merchant’s payment and performance obligations to PARKVIEW under this Agreement and any future agreement with PARKVIEW, each Merchant hereby grants to PARKVIEW a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts‐receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article I have read and agree to the terms and conditions set forth above: DocuSigned by: th i f A M ______________________________________________________________________ Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 8 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT 9 of the UCC. The parties acknowledge and agree that any security interest granted to PARKVIEW under any other agreement between any Merchant or Guarantor and PARKVIEW (the “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross‐Collateral, as applicable. Each Merchant agrees to execute any documents or take any action in connection with this Agreement as PARKVIEW deems necessary to perfect or maintain PARKVIEW’s first priority security interest in the Collateral and the Cross‐Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes PARKVIEW to file any financing statements deemed necessary by PARKVIEW to perfect or maintain PARKVIEW’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to PARKVIEW with respect to the Collateral and the Cross‐Collateral, and that any subsequent lienor may be tortiously interfering with PARKVIEW’s rights. Each Merchant shall be liable for and PARKVIEW may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by PARKVIEW in protecting, preserving, and enforcing PARKVIEW’s security interest and rights. Each Merchant further acknowledges that PARKVIEW may use another legal name and/or D/B/A or an agent when designating the Secured Party when PARKVIEW files the above‐referenced financing statement(s). 34. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur: (1) Any Merchant violates any term or covenant in this Agreement; (2) Any representation or warranty by any Merchant in any Agreement with PARKVIEW that has not been terminated proves to have been incorrect, false, or misleading in any material respect when made; (3) Any Merchant fails to provide PARKVIEW with written notice of any material change in its financial condition, operation, or ownership within seven days thereafter (unless a different notice period is specifically provided for elsewhere in this Agreement; (4) the sending of notice of termination by any Merchant or Guarantor; (5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written consent of PARKVIEW other than a bankruptcy filing; (6) Any Merchant transfers or sells all or substantially all of its assets without the prior written consent of PARKVIEW; (7) Any Merchant makes or sends notice of any intended bulk sale or transfer by any Merchant without the prior written consent of PARKVIEW; (8) Any Merchant uses multiple depository accounts without the prior written consent of PARKVIEW; (9) Any Merchant changes the Account without the prior written consent of PARKVIEW; (10) PARKVIEW is not provided with updated login or password information for the Account within one business day after any such change is made by any Merchant; (11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the Account within two business days after a written request for same is made by PARKVIEW; (12) Any Merchant performs any act that reduces the value of any Collateral granted under this Agreement; (13) Any Merchant fails to deposit its Receivables into the Account; (14) Any Merchant causes any ACH debit to the Account by PARKVIEW to be blocked or stopped without providing any advance written notice to PARKVIEW, which notice may be given by e-mail to accounting@parkviewadvance.com; or (15) Any Merchant prevents PARKVIEW from collecting any part of the Receivables Purchased Amount; (16) Any Merchant causes any ACH debit to the Account to be stopped or otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide PARKVIEW with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may be given by e-mail to accounting@parkviewadvance.com; or (17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with PARKVIEW. I have read and agree to the terms and conditions set forth above: DocuSigned by: th i f A M ______________________________________________________________________ Timothy Engelmann Owner Name: ____________________ Title: ____________________ 3/23/2023 Date: ______________ FILED: KINGS COUNTY CLERK 07/02/2024 02:27 PM INDEX NO. 518080/2024 DocuSign Envelope ID: 49FD73F3-FB4A-49DC-B42C-2D99EA2A2577 FCE136D0-1EEB-4621-BBB2-24C99909D504 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 07/02/2024 Page 9 of 18 STANDARD MERCHANT CASH ADVANCE AGREEMENT 35. Remedies. In case any Event of Default occurs and is not waived, PARKVIEW may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of PARKVIEW in connection with this Agreement, including each Protection listed in Section 17, may be exercised at any time by PARKVIEW after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law or equity. In case any Event of Default occurs and is not waived, PARKVIEW may elect that Merchant(s) be required to pay to PARKVIEW 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by PARKVIEW in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”), PARKVIEW will not be required to itemize of prove its Reasonable Expenses, and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to PARKVIEW’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount. In addition to the foregoing, in case any Event of Default occurs and is not waived, PARKVIEW will be entitled to the issuance of an injunction, restraining order, or other equitable relief in PARKVIEW’s favor, subject to court or arbitrator approval, restraining each Merchant’s accounts and/or receivables up to the amoun