Preview
FILED: NEW YORK COUNTY CLERK 01/17/2023 10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/17/2023
EXHIBT B
FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
GUARANTY
FOR VALUE RECEIVED, and as an inducement for the granting, execution and
delivery of that certain lease, dated as of August 24, 2018 (the "Lease"), by Wasserstein
Enterprises LLC ("Owner"), to Presher Fitness NY LLC ("Tenant"), for space on the basement
level in the building known as 113-133 West 181" Street, New York, New York as more
particularly described in the Lease (the "Premises"), and in further consideration of the sum of
One Dollar ($1.00) and other good and valuable consideration paid by Owner to the undersigned,
the receipt and sufficiency of which are hereby acknowledged, the undersigned, Joseph A.
Petrillo, Jr. residing at 2201 River Road, Apt. 3102 ("Guarantor"), hereby unconditionally and
irrevocably guarantees to Owner, its successors and assigns the full and prompt: (i) payment of
the Base Rent, Additional Rent (as such terms are defined in the Lease) and all other charges
payable by Tenant, its successors and assigns under or in any way relating to the Lease through
and including the Termination Date (as hereinafter defined); and (ii) performance and
observance of all the covenants, terms, conditions and agreements in or in any way relating to the
Lease to be performed and observed by Tenant and its successors and assigns through and
including the Termination Date; and Guarantor hereby covenants and agrees to and with Owner
that if default shall at any time be made by Tenant or its successors or assigns, in the payment of
any Base Rent, Additional Rent or other charges due under the Lease in respect of any time
periods occurring on or prior to the date (the "Termination Date") which isthe later of (a) the
Vacate Notice Date (as hereinafter defined) and (b) the Actual Vacate Date (as hereinafter
defined), Guarantor, in each and every instance, shall and will forthwith pay such Base Rent,
Additional Rent and other charges to Owner and any arrears thereof, and shall and will forthwith
faithfully perform and fulfill all of such covenants, terms, conditions and agreements, and will
forthwith pay to Owner all damages and expenses of any kind or nature that may arise in
consequence of any such default by Tenant or its successors or assigns under the Lease,
including without limitation, all reasonable attorneys' fees and disbursements incurred by Owner
or caused by or in any way related to any such default and/or the enforcement of this Guaranty.
For the purposes of this Guaranty, "Actual Vacate Date" shall mean the date on which
all of the following conditions are simultaneously satisfied: Tenant has (1) vacated and delivered
to Owner possession of the Premises free and clear of all tenants, subtenants, licensees,
concessionaires and other occupants, and free and clear of any rights and claims of rights (other
than rights and claims of right of Owner) to possess, occupy or otherwise use the Premises or any
portion thereof; (2) vacated and delivered to Owner possession of the Premises in accordance
with all of the applicable provisions of the Lease, as if the Term (as defined in the Lease) had
expired (including, but not limited to, the removal from the Premises of all property in which
Tenant or any others (other than Owner) have any rights, but excluding such property as Tenant
is required or permitted not to remove from the Premises); (3) delivered to Owner all keys to the
Premises; (4) cured and removed from the public record all violations resulting from any action
or omission of Tenant; (5) paid in full for work performed by, or on behalf of Tenant, and paid in
full for all materials and supplies furnished to the Premises by, or on behalf of, Tenant and
delivered to Owner lien waivers (in recordable form) in respect of all such work, materials and
supplies; (6) satisfied and removed from the public record all liens and judgments caused by,
resulting from, or arising out of, any work claimed to have been done for, or materials or
supplies furnished to, or in connection with any other action or omission of, Tenant.
NY 247140011v3
FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
For the purposes of this Guaranty, "Vacate Notice Date" shall mean the date which is
four (4) months after the date on which Tenant gives Owner written notice (in accordance with
the applicable provisions of the Lease) of Tenant's intention to (1) have the Premises and the
possession thereof so vacated and surrendered, (2) so deliver to Owner all keys to the Premises,
and (3) so satisfy and remove all such liens and judgments. Guarantor hereby acknowledges that
nothing contained in this Guaranty shall be deemed Owner's consent to Tenant's vacating or
surrendering possession of the Premises prior to the end of the Term or Owner's waiver of
Tenant's obligations or liabilities thereunder. In addition, from and after the date on which
Tenant gives Owner such written notice, Owner, its agents and representatives, shall be
permitted to show the Premises to prospective tenants, and Tenant shall give to Owner
reasonable access to the Premises for such purpose.
This Guaranty is an irrevocable, absolute and unconditional guaranty of payment and of
performance. It shall be enforceable against Guarantor without the necessity of any suit or
proceedings on Owner's part of any kind or nature whatsoever against Tenant or its successors or
assigns, and without the necessity of resorting to any security under the Lease or any need to
give notice of nonpayment, nonperformance or nonobservance or of any notice of acceptance of
this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled,
all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the
validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be
terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by
Owner against Tenant, or against Tenant's successors or assigns, any of the rights or remedies
reserved to Owner pursuant to the provisions of the Lease.
Other than the defense of full payment, performance and satisfaction of the Guarantor's
obligations hereunder, Guarantor hereby absolutely, unconditionally and irrevocably waives any
and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature
whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this
Guaranty, in any action or proceeding brought by the holder hereof to enforce the obligations or
liabilities of Guarantor under this Guaranty.
In addition to and not in limitation of any provision hereof, Guarantor confirms its intent,
agreement and understanding to be primarily obligated under the Lease through and including
the Termination Date, as if it had executed the same as Tenant.
This Guaranty shall be a continuing guaranty, and the liability of Guarantor hereunder
shall in no way be affected, modified, impaired or diminished by reason of any event or
circumstance which might otherwise constitute a legal or equitable discharge of Guarantor,
including, without limitation: (i) any assignment, renewal or modification of the Lease; (ii) any
modification or waiver of or change in any of the terms, covenants, conditions or provisions of
the Lease by Owner or Tenant or their respective successors or assigns notwithstanding that such
modifications, waivers or changes increase the liability of Guarantor under this Guaranty; (iii)
any dealings or transactions or matter or thing of any kind or nature occurring between Owner
and Tenant or their respective successors or assigns; (iv) any consent, indulgence or other action,
inaction or omission with respect to Tenant under or in respect of the Lease; (v) any failure to
act, delay or lack of diligence on the part of Owner to enforce, assert or exercise any right, power
or remedy conferred on Owner under the Lease or this Guaranty; (vi) any compromise,
2
NY 247140011v3
FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
settlement, release or termination of any or all of the obligations of Tenant under the Lease; or
(vii) any bankruptcy, insolvency, reorgani7ation, arrangement, assignment for the benefit of
creditors, receivership or trusteeship affecting Tenant or Tenant's successors or assigns, whether
or not notice thereof is given to Guarantor.
Guarantor may be joined in any action or proceeding by or against Tenant in connection
with the Lease, and that recovery may be had against Guarantor in such action or proceeding or
in any independent action or proceeding against Guarantor without Owner first pursuing or
exhausting any remedy or claim against Tenant or its heirs, executors, administrators, successors
or assigns or any other remedy or claim under any other security for, or guaranty of, the
obligations or liabilities of Tenant under the Lease. In any jurisdiction, Guarantor shall
conclusively be bound by the judgment or order in any such action or proceeding by or against
Tenant (wherever brought) as if Guarantor were a party to such action or proceeding even though
Guarantor is not joined as a party in such action or proceeding.
All of Owner's rights and remedies under the Lease and/or under this Guaranty are
intended to be distinct, separate and cumulative and no such right or remedy therein or herein
mentioned is intended to be in exclusion of or a waiver of any of the others. This Guaranty
and/or any of the provisions hereof cannot be modified, waived or terminated unless such
modification, waiver or termination is in writing, signed by Owner.
Guarantor hereby agrees that whenever at any time or from time to time Guarantor shall
make any payment to Owner or perform or fulfill any covenant, term, condition or agreement
hereunder on account of the liability of Guarantor hereunder, Guarantor will notify Owner in
writing that such payment or performance, as the case may be, is for such purpose. No such
payment or performance by Guarantor pursuant to any provision hereof or any other matter or
thing shall entitle Guarantor by subrogation or otherwise to the rights of Owner to any payment
by Tenant or out of the property of Tenant, except after payment of all sums and fulfillment of
all covenants, terms, conditions or agreements to be paid or performed by Tenant and its
permitted successors or assigns under the Lease.
Guarantor agrees it will, at any time and from time to time, within ten (10) days
following written request by Owner and without charge therefor, execute, acknowledge and
deliver to Owner a statement certifying that this Guaranty 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 such modifications) and that Guarantor has no defenses to its obligations hereunder
and no offsets against any amounts that are then or may thereafter become due pursuant hereto.
Guarantor agrees that such certificates may be relied upon by anyone holding or proposing to
acquire any interest in the Building (as the same isdefined in the Lease) from or through Owner
or by any mortgagee or prospective mortgagee of the Building or of any interest therein.
As a special inducement to Owner to make and enter into the Lease and in consideration
thereof, Guarantor hereby represents and warrants to and for the benefit of Owner that: (i)
Guarantor is an investor in Tenant and that by entering into the Lease, Owner will be conferring
a direct and substantial economic benefit on Guarantor; (ii) this Guaranty has been duly executed
and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor;
(iii) the execution, delivery and performance of this Guaranty does not violate or contravene any
3
NY 247140011v3
FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
laws, ordinances or governmental requirements affecting Guarantor or any agreement to which
Guarantor is a party or by which Guarantor is bound; and (iv) Guarantor hereby submits to the
jurisdiction of the courts (city, state and federal) located in the City, County and State of New
York and to service of process as provided by the New York Civil Practice Laws and Rules in
connection with any action or proceeding brought on, under, or by virtue of this Guaranty.
As a further inducement to Owner to make and enter into the Lease and in consideration
thereof, Guarantor covenants and agrees that in any action or proceeding brought on, under or by
virtue of this Guaranty, Guarantor shall and does hereby waive trial by jury. This Guaranty shall
be enforced and construed in accordance with the internal laws of the State of New York
(without regard to principles of conflicts of law) and shall be binding upon Guarantor, their
respective heirs, legal representatives, successors and assigns and shall inure to the benefit of
Owner, its heirs, legal representatives, successors and assigns.
It is a condition of the granting, execution and delivery of the Lease that Guarantor
executes and delivers this Guaranty, and Guarantor deems the granting, execution and delivery
of the Lease to be in Guarantor's best interests and Guarantor expects to derive substantial
benefit therefrom.
To the extent that there is more than one person comprising "Guarantor" in the
introductory paragraph of this Guaranty, the obligations and liabilities of each such individual
person hereunder shall be joint and several.
Dated:
N : Joseph A. Petrillo, Jr.
.S.#:
Nonargy Pc,(62./c.
KATHLEEN M. RIVIERE
Commission # 2047177
Notary Public, State of New Jersey
My Commission Expires
September 02, 2018
bereemmez.»....1.11••.•
4
NY 247140011v3
FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
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FILED: NEW YORK COUNTY CLERK 12/09/2022
01/17/2023 04:01
10:59 PM INDEX NO. 653391/2022
NYSCEF DOC. NO. 11
21 RECEIVED NYSCEF: 12/09/2022
01/17/2023
STATE OF NEW-YORK )
ss.
COUNTY OF Mo',Q M°
On the b day of Ay ttr in the year 2018 before me, the undersigned, a
Notary Public in and for said ate, personally appeared .3-1) A. Pei-rg II o Jte•
personally known to me or proved to me on the basis of satisfail!'; evidence to Ae the
individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
KATHLEEN M. RIVIERE
Commission #2047177
I fsiotr
a, Public, State of New Jersey
My Commission Expires
September 02, 2018
I.
5
NY 247140011v3
Preview
FILED: NEW YORK COUNTY CLERK 01/17/2023 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/17/2023 EXHIBT B FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 GUARANTY FOR VALUE RECEIVED, and as an inducement for the granting, execution and delivery of that certain lease, dated as of August 24, 2018 (the "Lease"), by Wasserstein Enterprises LLC ("Owner"), to Presher Fitness NY LLC ("Tenant"), for space on the basement level in the building known as 113-133 West 181" Street, New York, New York as more particularly described in the Lease (the "Premises"), and in further consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by Owner to the undersigned, the receipt and sufficiency of which are hereby acknowledged, the undersigned, Joseph A. Petrillo, Jr. residing at 2201 River Road, Apt. 3102 ("Guarantor"), hereby unconditionally and irrevocably guarantees to Owner, its successors and assigns the full and prompt: (i) payment of the Base Rent, Additional Rent (as such terms are defined in the Lease) and all other charges payable by Tenant, its successors and assigns under or in any way relating to the Lease through and including the Termination Date (as hereinafter defined); and (ii) performance and observance of all the covenants, terms, conditions and agreements in or in any way relating to the Lease to be performed and observed by Tenant and its successors and assigns through and including the Termination Date; and Guarantor hereby covenants and agrees to and with Owner that if default shall at any time be made by Tenant or its successors or assigns, in the payment of any Base Rent, Additional Rent or other charges due under the Lease in respect of any time periods occurring on or prior to the date (the "Termination Date") which isthe later of (a) the Vacate Notice Date (as hereinafter defined) and (b) the Actual Vacate Date (as hereinafter defined), Guarantor, in each and every instance, shall and will forthwith pay such Base Rent, Additional Rent and other charges to Owner and any arrears thereof, and shall and will forthwith faithfully perform and fulfill all of such covenants, terms, conditions and agreements, and will forthwith pay to Owner all damages and expenses of any kind or nature that may arise in consequence of any such default by Tenant or its successors or assigns under the Lease, including without limitation, all reasonable attorneys' fees and disbursements incurred by Owner or caused by or in any way related to any such default and/or the enforcement of this Guaranty. For the purposes of this Guaranty, "Actual Vacate Date" shall mean the date on which all of the following conditions are simultaneously satisfied: Tenant has (1) vacated and delivered to Owner possession of the Premises free and clear of all tenants, subtenants, licensees, concessionaires and other occupants, and free and clear of any rights and claims of rights (other than rights and claims of right of Owner) to possess, occupy or otherwise use the Premises or any portion thereof; (2) vacated and delivered to Owner possession of the Premises in accordance with all of the applicable provisions of the Lease, as if the Term (as defined in the Lease) had expired (including, but not limited to, the removal from the Premises of all property in which Tenant or any others (other than Owner) have any rights, but excluding such property as Tenant is required or permitted not to remove from the Premises); (3) delivered to Owner all keys to the Premises; (4) cured and removed from the public record all violations resulting from any action or omission of Tenant; (5) paid in full for work performed by, or on behalf of Tenant, and paid in full for all materials and supplies furnished to the Premises by, or on behalf of, Tenant and delivered to Owner lien waivers (in recordable form) in respect of all such work, materials and supplies; (6) satisfied and removed from the public record all liens and judgments caused by, resulting from, or arising out of, any work claimed to have been done for, or materials or supplies furnished to, or in connection with any other action or omission of, Tenant. NY 247140011v3 FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 For the purposes of this Guaranty, "Vacate Notice Date" shall mean the date which is four (4) months after the date on which Tenant gives Owner written notice (in accordance with the applicable provisions of the Lease) of Tenant's intention to (1) have the Premises and the possession thereof so vacated and surrendered, (2) so deliver to Owner all keys to the Premises, and (3) so satisfy and remove all such liens and judgments. Guarantor hereby acknowledges that nothing contained in this Guaranty shall be deemed Owner's consent to Tenant's vacating or surrendering possession of the Premises prior to the end of the Term or Owner's waiver of Tenant's obligations or liabilities thereunder. In addition, from and after the date on which Tenant gives Owner such written notice, Owner, its agents and representatives, shall be permitted to show the Premises to prospective tenants, and Tenant shall give to Owner reasonable access to the Premises for such purpose. This Guaranty is an irrevocable, absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor without the necessity of any suit or proceedings on Owner's part of any kind or nature whatsoever against Tenant or its successors or assigns, and without the necessity of resorting to any security under the Lease or any need to give notice of nonpayment, nonperformance or nonobservance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Owner against Tenant, or against Tenant's successors or assigns, any of the rights or remedies reserved to Owner pursuant to the provisions of the Lease. Other than the defense of full payment, performance and satisfaction of the Guarantor's obligations hereunder, Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantor under this Guaranty. In addition to and not in limitation of any provision hereof, Guarantor confirms its intent, agreement and understanding to be primarily obligated under the Lease through and including the Termination Date, as if it had executed the same as Tenant. This Guaranty shall be a continuing guaranty, and the liability of Guarantor hereunder shall in no way be affected, modified, impaired or diminished by reason of any event or circumstance which might otherwise constitute a legal or equitable discharge of Guarantor, including, without limitation: (i) any assignment, renewal or modification of the Lease; (ii) any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Lease by Owner or Tenant or their respective successors or assigns notwithstanding that such modifications, waivers or changes increase the liability of Guarantor under this Guaranty; (iii) any dealings or transactions or matter or thing of any kind or nature occurring between Owner and Tenant or their respective successors or assigns; (iv) any consent, indulgence or other action, inaction or omission with respect to Tenant under or in respect of the Lease; (v) any failure to act, delay or lack of diligence on the part of Owner to enforce, assert or exercise any right, power or remedy conferred on Owner under the Lease or this Guaranty; (vi) any compromise, 2 NY 247140011v3 FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 settlement, release or termination of any or all of the obligations of Tenant under the Lease; or (vii) any bankruptcy, insolvency, reorgani7ation, arrangement, assignment for the benefit of creditors, receivership or trusteeship affecting Tenant or Tenant's successors or assigns, whether or not notice thereof is given to Guarantor. Guarantor may be joined in any action or proceeding by or against Tenant in connection with the Lease, and that recovery may be had against Guarantor in such action or proceeding or in any independent action or proceeding against Guarantor without Owner first pursuing or exhausting any remedy or claim against Tenant or its heirs, executors, administrators, successors or assigns or any other remedy or claim under any other security for, or guaranty of, the obligations or liabilities of Tenant under the Lease. In any jurisdiction, Guarantor shall conclusively be bound by the judgment or order in any such action or proceeding by or against Tenant (wherever brought) as if Guarantor were a party to such action or proceeding even though Guarantor is not joined as a party in such action or proceeding. All of Owner's rights and remedies under the Lease and/or under this Guaranty are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. This Guaranty and/or any of the provisions hereof cannot be modified, waived or terminated unless such modification, waiver or termination is in writing, signed by Owner. Guarantor hereby agrees that whenever at any time or from time to time Guarantor shall make any payment to Owner or perform or fulfill any covenant, term, condition or agreement hereunder on account of the liability of Guarantor hereunder, Guarantor will notify Owner in writing that such payment or performance, as the case may be, is for such purpose. No such payment or performance by Guarantor pursuant to any provision hereof or any other matter or thing shall entitle Guarantor by subrogation or otherwise to the rights of Owner to any payment by Tenant or out of the property of Tenant, except after payment of all sums and fulfillment of all covenants, terms, conditions or agreements to be paid or performed by Tenant and its permitted successors or assigns under the Lease. Guarantor agrees it will, at any time and from time to time, within ten (10) days following written request by Owner and without charge therefor, execute, acknowledge and deliver to Owner a statement certifying that this Guaranty 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 such modifications) and that Guarantor has no defenses to its obligations hereunder and no offsets against any amounts that are then or may thereafter become due pursuant hereto. Guarantor agrees that such certificates may be relied upon by anyone holding or proposing to acquire any interest in the Building (as the same isdefined in the Lease) from or through Owner or by any mortgagee or prospective mortgagee of the Building or of any interest therein. As a special inducement to Owner to make and enter into the Lease and in consideration thereof, Guarantor hereby represents and warrants to and for the benefit of Owner that: (i) Guarantor is an investor in Tenant and that by entering into the Lease, Owner will be conferring a direct and substantial economic benefit on Guarantor; (ii) this Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor; (iii) the execution, delivery and performance of this Guaranty does not violate or contravene any 3 NY 247140011v3 FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 laws, ordinances or governmental requirements affecting Guarantor or any agreement to which Guarantor is a party or by which Guarantor is bound; and (iv) Guarantor hereby submits to the jurisdiction of the courts (city, state and federal) located in the City, County and State of New York and to service of process as provided by the New York Civil Practice Laws and Rules in connection with any action or proceeding brought on, under, or by virtue of this Guaranty. As a further inducement to Owner to make and enter into the Lease and in consideration thereof, Guarantor covenants and agrees that in any action or proceeding brought on, under or by virtue of this Guaranty, Guarantor shall and does hereby waive trial by jury. This Guaranty shall be enforced and construed in accordance with the internal laws of the State of New York (without regard to principles of conflicts of law) and shall be binding upon Guarantor, their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of Owner, its heirs, legal representatives, successors and assigns. It is a condition of the granting, execution and delivery of the Lease that Guarantor executes and delivers this Guaranty, and Guarantor deems the granting, execution and delivery of the Lease to be in Guarantor's best interests and Guarantor expects to derive substantial benefit therefrom. To the extent that there is more than one person comprising "Guarantor" in the introductory paragraph of this Guaranty, the obligations and liabilities of each such individual person hereunder shall be joint and several. Dated: N : Joseph A. Petrillo, Jr. .S.#: Nonargy Pc,(62./c. KATHLEEN M. RIVIERE Commission # 2047177 Notary Public, State of New Jersey My Commission Expires September 02, 2018 bereemmez.»....1.11••.• 4 NY 247140011v3 FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 ••: •• ••• ••• ••• •-•. I „. FILED: NEW YORK COUNTY CLERK 12/09/2022 01/17/2023 04:01 10:59 PM INDEX NO. 653391/2022 NYSCEF DOC. NO. 11 21 RECEIVED NYSCEF: 12/09/2022 01/17/2023 STATE OF NEW-YORK ) ss. COUNTY OF Mo',Q M° On the b day of Ay ttr in the year 2018 before me, the undersigned, a Notary Public in and for said ate, personally appeared .3-1) A. Pei-rg II o Jte• personally known to me or proved to me on the basis of satisfail!'; evidence to Ae the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. KATHLEEN M. RIVIERE Commission #2047177 I fsiotr a, Public, State of New Jersey My Commission Expires September 02, 2018 I. 5 NY 247140011v3