Preview
FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022
EXHIBIT
D
FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022
" "
EXHIBIT C
GUARANTY
TillS GUARANTY (this"Guaranty") is made as of this25 day of May, 2018 by
Rocco Del Greco, an individual, having an address at 110-21 73rd Road Apt 21, Forest Hills,
NY 11375 ("Guarantor", which term shall include the named Guarantor and his/her beirs.
successors and assigns), in favor of 71-34 AUSTIN STREET RETAIL LLC, a Delaware
limited company,
liability having an officec/o Corigin Holdings, LLC, 505 Fifth Avenue,
22**
Floor, New York, New York 10017 ("Landlord").
W I T N E S S E T H:
WHEREAS, Landlord and TNYG, INC. (collectively,"Tenant"), entered
into thatcertain Lease, dated as of thedate hereof (the "Lease", capitalizedterms used but not
defined herein shall have the meanings ascribed thereto in the Lease), with respect to the
Premiscs, and
WHEREAS, to induce Landlord toexecute and deliverthe Lease, Guarantor has
agreed toguaranty Tenant's obligations under theLease as more set
particularly forthherein.
NOW, TilEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, itis
hereby agreed as follows:
Guarantor hereby guarantees, absolutely, unconditionally, to Landlord the full
payment when due and perfom1ance of allobligationsofTenant pursuant tothe Lease, including,
without limitation,(i)the payment of Fixed Rent and Additional Rent, butonly forsuch period
of time ending one hundred twenty (120) days afterthe date that Tenant 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 (whieb
surrender notice shallbe non-revocable unless otherwise agreed toby Landlord and may notbe
sent during thefirstyear following the Rent Commencement Date (as defined in theLease)), (ii)
the costsincurred in seeking a termination ofthe Lease and recoscring vacant possession of the
Premises aftera default by Tenant under the Lease, including, without limitation,reasonable
attomeys'
fees and disbursements, (iii)thefull,lien-freecompletion of Tenant's InitialWork set
forth in the Lease, (iv) the costs incurred to satisfyany mechanic's liensarising out of any
improvements or alterationsperfornied by or on behalf of Tenant in the Premises, and ( c)the
unamortized portion ofthe free rentand the broker commission paid by Landlord to the Broker,
both of which shallbe amortized over the Term using a straight-linemethod forcalculanon
purposes. In no event shall the amount payable by Guarantor pursuant to this Guaranty be
reduced by the amount of theSecurityDeposit.
This Guaranty isan absolute and unconditional guaranty of payment land not of
collection)and of performance. The of
liability Guarantor iscoextensise with thatof Tenant and
this Guaranty shall be enforceable against Guarantor without the necessity of any >mt or
FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022
" "
proceeding on Landlord's part ofany kind ornature whatsoever againstTenant and without the
necessity ofany notiecof non-payment, non-performance or non-obscivance or of noticeof
any
acceptance of this Guaranty or of any other notice or demand to which Guarantor might
otherwise be entitled,all of which Guarantor waives. Guarantor hereby
hereby expressly
expressly agrees that the validityof thisGuaranty and the obligations of Guarantor hereunder
shallin no way be tenninated,affected,diminished or impaired reason of the assertionor
by (x)
the fililure
to assert by Landlord against Tenant of of the rightsor remedies reserved to
any
Landlord pursuant tothe terms.covenants and conditions of the1 ease,or (y) of
any non-liability
Tenant under the Lease, whether by insolvency, discharge in or other defect or
bankruptcy any
defense thatmay now orhereafterexist infavor ofTenant.
This Guaranty shall be a continuing guaranty, and the of Guarantor
liability
hereundershall inno way be affected,modified or diminished by reason of(a) modification,
any
amendment. extension,renewal or assignment ofthe Lease, or(b) any modiGeation or waiver of
any of the terms, covenants or conditions of the Lease by Landlord and Tenant, or (c)any
extension of time that may be granted by Landlord to Tenant, or consent, release,
(d) any
indulgence orother action, inactionor omission under or with respectto the Lease, or (c)any
dealings or transactionsor matter or thing occurring between Landlord and Tenant, or (f)any
bankruptcy, insolvency,reorganization, liquidation,arrangement, assignment for thebenefit of
creditors,reecivership,trusteeshipor similarproceeding affectingTenant, whether or not notice
thereof is givento Guarantor.
No delay on the partof Landlord in exercising right,power orprivilege under
any
thisGuaranty or failuretoexercise thesame shalloperate as a waiver ofor otherwise affect any
such right,power or nor
privilege, shall any singleor partialexercisethereof preclude other
any
or furtherexercisethereof orthe excreiseof other power
right, or privilege.
any
No waiver or modificationof any provision ofthisGuaranty or termination of
any
thisGuaranty shallbe effective unless inwriting,signed by Landlord, nor shall such waiver
any
be applicable except inthe specificinstance forwhich given.
All ofLandlord's rightsand remedies under theLease and thisGuaranty, now or
hereafterexisting,at law,in equity orby statuteor otherwise,are intended tobe distinct,
separate
and cumulative and no exercise or partial
exercise of any such rightor thereinor herein
remedy
mentioned is intendedto be in exclusionofor a waiver ofany of the others.
Guarantor agrees that whenever atany time or from time totime Guarantor shall
make any payment toLandlord or perform or fulfill
any term,covenant orcondition hereunder
on account of the of
liability Guarantor hereunder, Guarantor shall Landlord in
notify writing
thatsuch payment orperformance, as thecase may be,is forsuch purpose. No such payment or
performance by Guarantor pursuant to any provision hereof shall entitle Guarantor by
subrogation or otherwisc to the rightsof Landlord to any payment by Tenant or out of the
property of Tenant, except after payment of all sums or fulfillmentof all terms, conditions,
covenants or agreements 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 12/01/2022 02:43 PM INDEX NO. 653237/2022
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022
" 0
proceeding brought on, under or by virtueof thisGuaranty, Landlord and Guarantor shall and do
hereby waive trialby jury. Without regard to principles of confhcts of laws. the validity.
interpretation,performance and enforcement of this Guaranty shall be governed by and
construed in accordance with the laws of theState ofNew York. Guarantor submits itself
bereby
to the jurisdictionof the courts of New York County, New York in action or
any proceeding
against Ouarantor arising outof thisGuaranty.
Any notice given pursuant to the provisions of thisGuaranty shallbe inwriting
and shall be given by (a)certifiedmail,return receipt postage or reputable
requested, prepaid, (b)
national overnight courier,signature required. Any such noticegiven mail shallbe deemed
by
given three (3)business days aftersame is mailedand such noticegiven overnight courier
any by
shall be deemed given one (1) businessday after sent: Ifsent to a copy shallbe
being Landlord,
mailed to Bullard Law Group, PLIf, 201 Old Road, Suite 120, Melville, New York
County
1 1747, Attention:Edward 1 Bullard Jr.,Esq.
assigns"
As used herein, the term "successors and shallbe deemed to include the
heirs and legalrepresentativesof Tenant and Guarantor, as the case may be. Ifthere ismore than
one Guarantor, the hercunder
liability shall be jointand several.All terms and words used in this
Guaranty, regardlessof thenumber orgender, shall be deemed to includeany othernumber and
the othergender as thecontext may require.
IN WITNESS W11 ·
-, Guarantorhas ext uted thisGuaranty as ofthe date
firstabove written.
State ofNew York )
County of h \|Ç/ W
) ss.:
)
On the 25 day of in the year 2018 before me, the undersigned, personally
appeared et n , personallyknown to me or proved to me on the basis of satisfactory
evidence to ticthe individual(s)whose natne(s)is (are)subscribed to the within instrument and
acknowledged to me that he/she/they executed thesame inhis/her/theircapacity(ies),and thatby
his/hcr/theirsignature(s)on the instrument, theindividual(s),or theperson upon behalf of whieb
the individual(s)acted,executed theinstrument.
- __--.
Nota . ublic
JASMEIN HAMILTON
Nowy ½c SWeof NewYom
No 01HA6354897
Quanhoom NewYorkCounty
My Commeson Eurwes
Fet)ruary21 2021
Preview
FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022 EXHIBIT D FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022 " " EXHIBIT C GUARANTY TillS GUARANTY (this"Guaranty") is made as of this25 day of May, 2018 by Rocco Del Greco, an individual, having an address at 110-21 73rd Road Apt 21, Forest Hills, NY 11375 ("Guarantor", which term shall include the named Guarantor and his/her beirs. successors and assigns), in favor of 71-34 AUSTIN STREET RETAIL LLC, a Delaware limited company, liability having an officec/o Corigin Holdings, LLC, 505 Fifth Avenue, 22** Floor, New York, New York 10017 ("Landlord"). W I T N E S S E T H: WHEREAS, Landlord and TNYG, INC. (collectively,"Tenant"), entered into thatcertain Lease, dated as of thedate hereof (the "Lease", capitalizedterms used but not defined herein shall have the meanings ascribed thereto in the Lease), with respect to the Premiscs, and WHEREAS, to induce Landlord toexecute and deliverthe Lease, Guarantor has agreed toguaranty Tenant's obligations under theLease as more set particularly forthherein. NOW, TilEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, itis hereby agreed as follows: Guarantor hereby guarantees, absolutely, unconditionally, to Landlord the full payment when due and perfom1ance of allobligationsofTenant pursuant tothe Lease, including, without limitation,(i)the payment of Fixed Rent and Additional Rent, butonly forsuch period of time ending one hundred twenty (120) days afterthe date that Tenant 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 (whieb surrender notice shallbe non-revocable unless otherwise agreed toby Landlord and may notbe sent during thefirstyear following the Rent Commencement Date (as defined in theLease)), (ii) the costsincurred in seeking a termination ofthe Lease and recoscring vacant possession of the Premises aftera default by Tenant under the Lease, including, without limitation,reasonable attomeys' fees and disbursements, (iii)thefull,lien-freecompletion of Tenant's InitialWork set forth in the Lease, (iv) the costs incurred to satisfyany mechanic's liensarising out of any improvements or alterationsperfornied by or on behalf of Tenant in the Premises, and ( c)the unamortized portion ofthe free rentand the broker commission paid by Landlord to the Broker, both of which shallbe amortized over the Term using a straight-linemethod forcalculanon purposes. In no event shall the amount payable by Guarantor pursuant to this Guaranty be reduced by the amount of theSecurityDeposit. This Guaranty isan absolute and unconditional guaranty of payment land not of collection)and of performance. The of liability Guarantor iscoextensise with thatof Tenant and this Guaranty shall be enforceable against Guarantor without the necessity of any >mt or FILED: NEW YORK COUNTY CLERK 12/01/2022 02:43 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022 " " proceeding on Landlord's part ofany kind ornature whatsoever againstTenant and without the necessity ofany notiecof non-payment, non-performance or non-obscivance or of noticeof any acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled,all of which Guarantor waives. Guarantor hereby hereby expressly expressly agrees that the validityof thisGuaranty and the obligations of Guarantor hereunder shallin no way be tenninated,affected,diminished or impaired reason of the assertionor by (x) the fililure to assert by Landlord against Tenant of of the rightsor remedies reserved to any Landlord pursuant tothe terms.covenants and conditions of the1 ease,or (y) of any non-liability Tenant under the Lease, whether by insolvency, discharge in or other defect or bankruptcy any defense thatmay now orhereafterexist infavor ofTenant. This Guaranty shall be a continuing guaranty, and the of Guarantor liability hereundershall inno way be affected,modified or diminished by reason of(a) modification, any amendment. extension,renewal or assignment ofthe Lease, or(b) any modiGeation or waiver of any of the terms, covenants or conditions of the Lease by Landlord and Tenant, or (c)any extension of time that may be granted by Landlord to Tenant, or consent, release, (d) any indulgence orother action, inactionor omission under or with respectto the Lease, or (c)any dealings or transactionsor matter or thing occurring between Landlord and Tenant, or (f)any bankruptcy, insolvency,reorganization, liquidation,arrangement, assignment for thebenefit of creditors,reecivership,trusteeshipor similarproceeding affectingTenant, whether or not notice thereof is givento Guarantor. No delay on the partof Landlord in exercising right,power orprivilege under any thisGuaranty or failuretoexercise thesame shalloperate as a waiver ofor otherwise affect any such right,power or nor privilege, shall any singleor partialexercisethereof preclude other any or furtherexercisethereof orthe excreiseof other power right, or privilege. any No waiver or modificationof any provision ofthisGuaranty or termination of any thisGuaranty shallbe effective unless inwriting,signed by Landlord, nor shall such waiver any be applicable except inthe specificinstance forwhich given. All ofLandlord's rightsand remedies under theLease and thisGuaranty, now or hereafterexisting,at law,in equity orby statuteor otherwise,are intended tobe distinct, separate and cumulative and no exercise or partial exercise of any such rightor thereinor herein remedy mentioned is intendedto be in exclusionofor a waiver ofany of the others. Guarantor agrees that whenever atany time or from time totime Guarantor shall make any payment toLandlord or perform or fulfill any term,covenant orcondition hereunder on account of the of liability Guarantor hereunder, Guarantor shall Landlord in notify writing thatsuch payment orperformance, as thecase may be,is forsuch purpose. No such payment or performance by Guarantor pursuant to any provision hereof shall entitle Guarantor by subrogation or otherwisc to the rightsof Landlord to any payment by Tenant or out of the property of Tenant, except after payment of all sums or fulfillmentof all terms, conditions, covenants or agreements 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 12/01/2022 02:43 PM INDEX NO. 653237/2022 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 12/01/2022 " 0 proceeding brought on, under or by virtueof thisGuaranty, Landlord and Guarantor shall and do hereby waive trialby jury. Without regard to principles of confhcts of laws. the validity. interpretation,performance and enforcement of this Guaranty shall be governed by and construed in accordance with the laws of theState ofNew York. Guarantor submits itself bereby to the jurisdictionof the courts of New York County, New York in action or any proceeding against Ouarantor arising outof thisGuaranty. Any notice given pursuant to the provisions of thisGuaranty shallbe inwriting and shall be given by (a)certifiedmail,return receipt postage or reputable requested, prepaid, (b) national overnight courier,signature required. Any such noticegiven mail shallbe deemed by given three (3)business days aftersame is mailedand such noticegiven overnight courier any by shall be deemed given one (1) businessday after sent: Ifsent to a copy shallbe being Landlord, mailed to Bullard Law Group, PLIf, 201 Old Road, Suite 120, Melville, New York County 1 1747, Attention:Edward 1 Bullard Jr.,Esq. assigns" As used herein, the term "successors and shallbe deemed to include the heirs and legalrepresentativesof Tenant and Guarantor, as the case may be. Ifthere ismore than one Guarantor, the hercunder liability shall be jointand several.All terms and words used in this Guaranty, regardlessof thenumber orgender, shall be deemed to includeany othernumber and the othergender as thecontext may require. IN WITNESS W11 · -, Guarantorhas ext uted thisGuaranty as ofthe date firstabove written. State ofNew York ) County of h \|Ç/ W ) ss.: ) On the 25 day of in the year 2018 before me, the undersigned, personally appeared et n , personallyknown to me or proved to me on the basis of satisfactory evidence to ticthe individual(s)whose natne(s)is (are)subscribed to the within instrument and acknowledged to me that he/she/they executed thesame inhis/her/theircapacity(ies),and thatby his/hcr/theirsignature(s)on the instrument, theindividual(s),or theperson upon behalf of whieb the individual(s)acted,executed theinstrument. - __--. Nota . ublic JASMEIN HAMILTON Nowy ½c SWeof NewYom No 01HA6354897 Quanhoom NewYorkCounty My Commeson Eurwes Fet)ruary21 2021