Preview
FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022
" "
EXHIBIT C
GUARANTY
TilLS GUARANTY (this "Guaranty") ismade as ofthis 25 day of May. 2018 by
Rocco Del Greco, an individual,having an address at 110-21 73rd Road Apt 21, Forest l lills,
NY 11375 ("Guarantor". which term shall include the named Guarantor and his her heirs,
successors and assigns), in favor of 71-34 AUSTIN STREET RETAIL LLC, a Delaware
limited company,
liability having an office c/oCorigin Holdings, LLC, 505 Fifth Avenue,
22"
Eloojr, New York, New York 10017 ("Landlord").
W I T N E S S E T H:
WHEREAS, Landlord and TNYG, INC. (collectively, "Tenant"), entered
intothat certain Lease, dated as of the date hereof (the "Lease", capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Lease), with respect to the
Premiscs; and
WHEREAS, to induce Landlord to execute and deliver the Lease, Guarantor has
agreed to guaranty Tenant's obligations under the Lease as more particularlysetforth herein
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, itis
hereby agreed as follows:
Guarantor hereby guarantees, absolutely, unconditionally, to Landlord the full
payment when due and performance ofall obligationsof Tenant pursuant to theLease. including,
without limitation,(i)the payment of Fixed Rent and Additional Rent, but only for such pened
of time ending one hundred twenty (120) days after the date thatTenant delivers to Landlord
vacant possession of the Premises in the condition required by the Lease together with a
surrender declaration signed by Tenant in the form attached hereto as Exhibit C-1 (which
surrender notice shallbe non-revocable unless otherwisc agreed to by Landlord and may not be
sent during the firstyear following the Rent Commencement Date (asdefmed in the Lease)), (ii)
the costs incurred inseeking a termination of the Lease and recovering vacant possession of the
Premises after a default by Tenant under the Lease, including, without limitation,reasonable
attorneys'
fees and disbursements, (iii)the full,lien-freecompletion ofTenant's InitialWork set
forth in the Lease, (iv) the costs incurred to satisfy any mechanic's liens arising out of any
improvements or alterationsperformed by or on behalf of Tenant in the Premises, and (v) the
unamortized portion of the free rentand thebroker commission paid by Landlord to the Broker,
both of which shall be amortized over the Term using a straight-line method for calculation
purposes. In no event shall the amount payable by Guarantor pursuant to this Guaranty be
reduced by the amount of theSecurity Deposit.
This Guaranty isan absolute and unconditional guaranty of payment (and not of
collection) and of performance. The liabilityof Guarantor iscoextensive with thatof Tenant and
this Guaranty shall be enforceable against Guarantor without the necessity of any suit or
FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022
" "
proceeding on Landlord's part ofany kind or nature whatsoever against Tenant and w ithoutthe
necessity of any notice of non-payment. non-performance or non-observ ance or of notice of
any
acceptance of this Guaranty or of any other notice or demand to which Guarantor might
otherw ise be entitled,all of which Guarantor wai es Guar antor
hereby expressly hereby
expressly agrees thatthe vahdity of thisGuaranty and the obligations of Guarantor hereunder
shall inno way be terminated, affected, dimmished or impaired reason of (x ) the
assertion or
by
the failure to assertby Landlord against Tenant of of the rightsor remedies resersed to
any
I andlord pursuant to thelerms, covenants and conditions of theI case,or of
(y) any non-liability
Tenant under the Lease. whether by insolvency, discharge in or other defect or
bankruptcy any
defense that may now or hereafter existinfavor of Ienant.
This Guaranty shall be a continuing guaranty, and the of Guarantor
hability
hereunder shallin no way be affected,modified or diminished reason of (a) modification,
by any
amendment, extension, renew alor assignment of the Lease, or(b) modification orwaiver of
any
any of the temis, covenants or conditions of the Lease Landlord and Tenant, or (c)
by any
extension of time that may be granted by Landlord to Tenant, or (d) consent, release
any
indulgence or other actmn, maction or omission under or with respect tothe Lease, or (c)any
dealings or transactions or matter or thing occurring between Landlord and Tenant, or (f)any
bankruptcy. insolvency, reorgamzation, liquidation,arrangement, assignment for the benefit of
ereditors,reecivership, trusteeshipor similar proceeding affecting Tenant, whether or not notiec
thereof is givento Guarantor.
No delay on the partof Landlord in any right.power or privilegeunder
exercising
thisGuaranty or failureto exercise thesame shall operate as a waiver of or otherwise affectany
such right,power or privilege,nor shall any single orpartial exercisethereof preclude other
any
or furtherexercise thereof orthe exercise ofany other right,power or privilege.
No waiver or modification ofany provision ofthis or termination of
Guaranty any
thisGuaranty shallbe effective unless inwriting, signed by LH1dlord, nor shall such waiver
any
be applicableexcept in thespecificinstance forwhich given
All of Landlord's rightsand remedies under the Lease and thisGuaranty, now or
hereafterexisting,at law. in equityor by statuteor otherwise, are intended tobe distinct,separate
and cumulative and no exercise or partialexercise ofany such rightor thereinor herein
remedy
mentioned is intended tobe in exclusion of ora waiver ofany of the others.
Guarantor agrees that whenever at any time or from time to time Guarantor shall
make any payment to Landlord or perform or fulfill
any term, covenant or condition hereunder
on account of the of
liability Guarantor hereunder, Guarantor shallnotify Landlord inwriting
that such payment or performance, as thecase may be, isfor such purpose. No such payment or
performance by Guarantor pursuant to any provision hereof shall entitle Guarantor by
subrogation or otherwise to the rightsof Landlord to any payment Tenant or out of
by the
property of Tenant, except after payrnent of allsums or fulfillment of allterms, conditions,
cos enants oragreements tobe paid or performed by Tenant.
As a further inducement to Landlord to make and enter into the and in
Lease,
consideration thereof, Landlord and Guarantor covenant and agree that in action or
any
FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022
" "
proceeding brought on, under or by virtue ofthis Guaranty, Landlord and Guarantor shalland do
hereby waive trialby jury Without regard to principles of confhcts of laws, the s alidity,
interpretation, performance and enforcement of this Guaranty shall be governed by and
constnied in accordance with the laws of theState of New York Guarantor herchy submits itself
to the gurisdiction of the courts of New York County, New York in any action or proceeding
against Guarantor arisingout of thisGuaranty
Any notice given pursuant to the provisions of this Guaranty shall be in w riting
and shall be given by (a) certifiedmail,return receiptrequested, postage prepaid,or (b) reputable
national os ernight courier,signature required Any such notice gn en by mail shall be deemed
given three (3) business days aftersame is mailed and any such noticegiven by overnight courier
shall be deemed given one (1) business day afterbeing sent Ifsent to Landlord, a copy shall be
mailed to Bullard Law Group, PLLC, 201 Old County Road, Suite 120, Melville, New York
I 1747,Attention: Edward J Bullard Jr.,Esq.
assigns"
As used herein,the term "successors and shall be deemed to include the
heirs and legal representativesof Tenant and Guarantor, as the case may be Ifthere ismore than
one Guarantor, the habilityhercunder shallbe joint and several. All terms and words used m this
Guaranty, regardless of thenumber or gender, shall be deemed to include any other number and
the other gender as thecontext may require.
IN WITNESS WllE , Guarantor has excuted thisGuaranty as ofthe date
above
first written.
State of New York )
) ss
County of DCw \jorK )
On the day of in the year 2018 before me, the undersigned, personalb
appeared , personally known to me or prov ed to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and
acknowledged to me thathe/shc/they executed the same inhis/her/theircapacity(ies),and thatby
his/her/theirsignature(s) on the instrument, the individual(s),or the person upon behalf of which
the individual(s) acted,executed the instrument.
Notar, ublic
JASMEIN HAMILTON
NotaryPubht
Stateof New York
No 01HA6354897
in NewYork
Quaighed County
My CommissionEcwes February21 2021
lawood./ l¾s(r: , L
Preview
FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022 EXHIBIT A FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022 " " EXHIBIT C GUARANTY TilLS GUARANTY (this "Guaranty") ismade as ofthis 25 day of May. 2018 by Rocco Del Greco, an individual,having an address at 110-21 73rd Road Apt 21, Forest l lills, NY 11375 ("Guarantor". which term shall include the named Guarantor and his her heirs, successors and assigns), in favor of 71-34 AUSTIN STREET RETAIL LLC, a Delaware limited company, liability having an office c/oCorigin Holdings, LLC, 505 Fifth Avenue, 22" Eloojr, New York, New York 10017 ("Landlord"). W I T N E S S E T H: WHEREAS, Landlord and TNYG, INC. (collectively, "Tenant"), entered intothat certain Lease, dated as of the date hereof (the "Lease", capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Lease), with respect to the Premiscs; and WHEREAS, to induce Landlord to execute and deliver the Lease, Guarantor has agreed to guaranty Tenant's obligations under the Lease as more particularlysetforth herein NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, itis hereby agreed as follows: Guarantor hereby guarantees, absolutely, unconditionally, to Landlord the full payment when due and performance ofall obligationsof Tenant pursuant to theLease. including, without limitation,(i)the payment of Fixed Rent and Additional Rent, but only for such pened of time ending one hundred twenty (120) days after the date thatTenant delivers to Landlord vacant possession of the Premises in the condition required by the Lease together with a surrender declaration signed by Tenant in the form attached hereto as Exhibit C-1 (which surrender notice shallbe non-revocable unless otherwisc agreed to by Landlord and may not be sent during the firstyear following the Rent Commencement Date (asdefmed in the Lease)), (ii) the costs incurred inseeking a termination of the Lease and recovering vacant possession of the Premises after a default by Tenant under the Lease, including, without limitation,reasonable attorneys' fees and disbursements, (iii)the full,lien-freecompletion ofTenant's InitialWork set forth in the Lease, (iv) the costs incurred to satisfy any mechanic's liens arising out of any improvements or alterationsperformed by or on behalf of Tenant in the Premises, and (v) the unamortized portion of the free rentand thebroker commission paid by Landlord to the Broker, both of which shall be amortized over the Term using a straight-line method for calculation purposes. In no event shall the amount payable by Guarantor pursuant to this Guaranty be reduced by the amount of theSecurity Deposit. This Guaranty isan absolute and unconditional guaranty of payment (and not of collection) and of performance. The liabilityof Guarantor iscoextensive with thatof Tenant and this Guaranty shall be enforceable against Guarantor without the necessity of any suit or FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022 " " proceeding on Landlord's part ofany kind or nature whatsoever against Tenant and w ithoutthe necessity of any notice of non-payment. non-performance or non-observ ance or of notice of any acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherw ise be entitled,all of which Guarantor wai es Guar antor hereby expressly hereby expressly agrees thatthe vahdity of thisGuaranty and the obligations of Guarantor hereunder shall inno way be terminated, affected, dimmished or impaired reason of (x ) the assertion or by the failure to assertby Landlord against Tenant of of the rightsor remedies resersed to any I andlord pursuant to thelerms, covenants and conditions of theI case,or of (y) any non-liability Tenant under the Lease. whether by insolvency, discharge in or other defect or bankruptcy any defense that may now or hereafter existinfavor of Ienant. This Guaranty shall be a continuing guaranty, and the of Guarantor hability hereunder shallin no way be affected,modified or diminished reason of (a) modification, by any amendment, extension, renew alor assignment of the Lease, or(b) modification orwaiver of any any of the temis, covenants or conditions of the Lease Landlord and Tenant, or (c) by any extension of time that may be granted by Landlord to Tenant, or (d) consent, release any indulgence or other actmn, maction or omission under or with respect tothe Lease, or (c)any dealings or transactions or matter or thing occurring between Landlord and Tenant, or (f)any bankruptcy. insolvency, reorgamzation, liquidation,arrangement, assignment for the benefit of ereditors,reecivership, trusteeshipor similar proceeding affecting Tenant, whether or not notiec thereof is givento Guarantor. No delay on the partof Landlord in any right.power or privilegeunder exercising thisGuaranty or failureto exercise thesame shall operate as a waiver of or otherwise affectany such right,power or privilege,nor shall any single orpartial exercisethereof preclude other any or furtherexercise thereof orthe exercise ofany other right,power or privilege. No waiver or modification ofany provision ofthis or termination of Guaranty any thisGuaranty shallbe effective unless inwriting, signed by LH1dlord, nor shall such waiver any be applicableexcept in thespecificinstance forwhich given All of Landlord's rightsand remedies under the Lease and thisGuaranty, now or hereafterexisting,at law. in equityor by statuteor otherwise, are intended tobe distinct,separate and cumulative and no exercise or partialexercise ofany such rightor thereinor herein remedy mentioned is intended tobe in exclusion of ora waiver ofany of the others. Guarantor agrees that whenever at any time or from time to time Guarantor shall make any payment to Landlord or perform or fulfill any term, covenant or condition hereunder on account of the of liability Guarantor hereunder, Guarantor shallnotify Landlord inwriting that such payment or performance, as thecase may be, isfor such purpose. No such payment or performance by Guarantor pursuant to any provision hereof shall entitle Guarantor by subrogation or otherwise to the rightsof Landlord to any payment Tenant or out of by the property of Tenant, except after payrnent of allsums or fulfillment of allterms, conditions, cos enants oragreements tobe paid or performed by Tenant. As a further inducement to Landlord to make and enter into the and in Lease, consideration thereof, Landlord and Guarantor covenant and agree that in action or any FILED: NEW YORK COUNTY CLERK 09/06/2022 01:27 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/06/2022 " " proceeding brought on, under or by virtue ofthis Guaranty, Landlord and Guarantor shalland do hereby waive trialby jury Without regard to principles of confhcts of laws, the s alidity, interpretation, performance and enforcement of this Guaranty shall be governed by and constnied in accordance with the laws of theState of New York Guarantor herchy submits itself to the gurisdiction of the courts of New York County, New York in any action or proceeding against Guarantor arisingout of thisGuaranty Any notice given pursuant to the provisions of this Guaranty shall be in w riting and shall be given by (a) certifiedmail,return receiptrequested, postage prepaid,or (b) reputable national os ernight courier,signature required Any such notice gn en by mail shall be deemed given three (3) business days aftersame is mailed and any such noticegiven by overnight courier shall be deemed given one (1) business day afterbeing sent Ifsent to Landlord, a copy shall be mailed to Bullard Law Group, PLLC, 201 Old County Road, Suite 120, Melville, New York I 1747,Attention: Edward J Bullard Jr.,Esq. assigns" As used herein,the term "successors and shall be deemed to include the heirs and legal representativesof Tenant and Guarantor, as the case may be Ifthere ismore than one Guarantor, the habilityhercunder shallbe joint and several. All terms and words used m this Guaranty, regardless of thenumber or gender, shall be deemed to include any other number and the other gender as thecontext may require. IN WITNESS WllE , Guarantor has excuted thisGuaranty as ofthe date above first written. State of New York ) ) ss County of DCw \jorK ) On the day of in the year 2018 before me, the undersigned, personalb appeared , personally known to me or prov ed to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me thathe/shc/they executed the same inhis/her/theircapacity(ies),and thatby his/her/theirsignature(s) on the instrument, the individual(s),or the person upon behalf of which the individual(s) acted,executed the instrument. Notar, ublic JASMEIN HAMILTON NotaryPubht Stateof New York No 01HA6354897 in NewYork Quaighed County My CommissionEcwes February21 2021 lawood./ l¾s(r: , L