GUARANTY OF LEASE
Dated the day of September 2013
Between
PORT ASSOCIATES LLC
Landlord
And
MODERNO LLC d/b/a MODERNO MEDIA
Tenant
And
ILKER TURGUT
Guarantor
(the "Lease")
RECITALS:
PORT ASSOCIATES, LLC, as Landlord and MODERNO LLC d/b/a MODERNO MEDIA, as Tenant have concurrently entered into a Lease Agreement, relative to the premises located at 2-8 Haven Avenue, Port Washington, New York 11050.
ILKER TURGUT, with a personal residence of 9 Durbyan Place, 2nd Floor, Port Washington, New York 11050 desires to guaranty said Lease, since the undersigned has a substantial interest in Tenant (as indicated below the signature of the undersigned) and will therefore benefit from the execution of the Lease.
The undersigned has requested Landlord to enter into the Lease with Tenant.
Landlord is unwilling to enter into the Lease unless the undersigned personally guarantees the Lease in the manner set forth herein.
STATEMENT OF THE GUARANTY
In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned in order to induce Landlord to enter into the Lease and intending to be legally bound agrees as follows:
1. Recitals. The above recitals are true and correct.
2. Absolute and Unconditional Guaranty. The undersigned hereby absolutely and unconditionally guarantees to Landlord and its successors and assigns, the prompt and full payment of all rent, and all other sums to be paid by Tenant under the Lease, for which the undersigned shall be jointly and severally liable with Tenant. The undersigned agrees that if an event of default occurs under the Lease, Landlord may proceed directly against and recover from the undersigned before, after, simultaneously with, or without proceeding against Tenant.
3. Continuing Guaranty. This Guaranty is of a continuing nature and shall remain in full force and effect until all the terms, covenants, conditions and agreements contained in the Lease are fully performed and observed. In the event any payment made by Tenant in satisfaction of any obligation of Tenant is returned by Landlord (in connection with any bankruptcy proceeding) such obligation shall, for purposes of this Guaranty, be deemed to continue in existence to the extent of the payment returned.
4. Waivers. The undersigned hereby waives (i)notice of the acceptance of this Guaranty; (ii)notice of any event of default under the Lease; (iii)opportunity to cure any event of default; (iv)proof of notice or demand to Tenant relating to any event of default.
5. Modification to Lease. The obligations of the undersigned under this Guaranty shall not be terminated, affected or impaired in any manner by (i)any changes, modifications or amendments to the Lease; (ii)any extension or renewal of the term of the Lease or expansion or relocation of the leased premises; or (iii)Landlord's waiver of any terms, covenants, conditions or agreements of the Lease, all of which may be done without notice to, or the consent of, the undersigned.
6. Guaranty not affected by any Events other than Full Performance. The obligations of the undersigned under this Guaranty shall not be terminated, affected or impaired in any manner by reason of: (i)the assertion by Landlord against Tenant of any of the rights or remedies available to Landlord under the Lease; (ii)the release or discharge of Tenant from any of Tenant's obligations under the Lease by operation of any bankruptcy, insolvency or similar law or the actual or purported rejection of the Lease by a trustee in bankruptcy on behalf of Tenant; (iii)the failure of Landlord to exhaust or pursue any of its rights or remedies available against Tenant or any other guarantor; (iv)the granting by Landlord of any indulgences or extensions of time to Tenant; (v)any subletting of all or any part of the leased premises or any assignment or other transfer of the Lease; (vi)any defenses, setoffs, or counterclaims of Tenant; (vii) Landlord's release or discharge of any other guarantor; or (viii) Landlord's receipt, application, release or impairment of any security or collateral given to secure the performance and observance of the terms and covenants of the Lease.
7. Guarantor's Rights Against Tenant. The undersigned waives all rights to seek reimbursement, exoneration, indemnification or contribution from Tenant or to be subrogated to Landlord's rights after performing under this Guaranty. The undersigned further subordinates any liability or indebtedness of Tenant now or hereafter held by the undersigned to the obligations of Tenant to the Landlord under the Lease.
8. Attorneys' Fees. If Landlord takes any action or participates in any proceeding to enforce the Lease, this Guaranty or to protect Landlord's rights hereunder or thereunder (including, but not limited to, bankruptcy, appellate and post judgment proceedings), the undersigned shall pay to Landlord all reasonable costs and expenses, including reasonable attorneys' fees, incurred or expended by Landlord in connection therewith.
9. Successor and Assigns. The benefits of this Guaranty shall inure to the successors and assigns of Landlord and shall be binding upon the successors, assigns, and legal and personal representatives of the undersigned. For purposes of this Guaranty, the word "Tenant" shall also include the successors and assigns of Tenant. This paragraph shall not affect the restrictions relating to assignments and subletting by Tenant as set out in the Lease.
10. Construction/Venue. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, without reference to any principals of conflict of laws. Venue for all actions or proceedings relating to or arising out of this Guaranty shall be in the County in which the leased premises are located.
11. Severability. If any provision (or portion or application of any provision) of this Guaranty is found to be invalid or inconsistent with applicable law then that provision (or the smallest portion or narrowest application of such provision that can be removed to render the provision valid) shall be severed from this Guaranty and the remainder of this Guaranty and the application of such provision to all circumstances where its application is valid shall not be affected thereby and shall continue in full force and effect.
12. More Than One Undersigned. The undersigned, if there are more than one, shall be jointly and severally liable under this Guaranty, and for purposes of such several liability the word "undersigned" whenever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be terminated, affected, or impaired as to any of the undersigned parties by the death of another undersigned party or by the revocation or release of any obligations hereunder of another undersigned party.
13. Modification to Guaranty. This Guaranty may not be amended, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Landlord.
14. Definitions. Words used in this Guaranty without definition shall have the same meaning as in the Lease.
15. Early Termination Clause: Anything herein to the contrary notwithstanding, after September 1, 2014, and upon Ninety (90) days written notice of Tenant’s intention to surrender the premises and subsequent receipt by Landlord of a duly executed and acknowledged Surrender Agreement, together with all keys to the premises and delivery to Landlord of all the collateral, if any, together with:(i) proof of payment of all utilities and service charges rendered to the premises and/or Tenant (including without limitation, rent, additional rent, refuse and rubbish removal, telephone, gas and electric bills and payment of all contractors for all work done) and (ii) a representation from the Tenant that it, in no way, has encumbered the property in any way whatsoever, the Guarantor shall be released from any and all liability with respect to any obligations of Tenant under the lease arising or accruing after the Surrender Date, but Guarantor shall continue to remain liable pursuant to the terms of this lease for (i) all obligations of Tenant which arose or accrued on or prior to the Surrender Date; and, (ii) any liability of Tenant arising out of a breach of any warranty or representation of Tenant under the Surrender Declaration. It is understood and agreed that any release of Guarantor’s liability under this Guaranty shall not be deemed to be a release of any of the obligations of the corporate Tenant.
16. Waiver of Jury Trial. THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THE LEASE OR THIS GUARANTY.
IN WITNESS WHEREOF, this Guaranty is executed and effective as of the date of the Lease.
WITNESSES: GUARANTOR:
BY: ______
Name: ILKER TURGUT
Interest In Tenant:
S.S.:
Date: September 2013
Address:
STATE OF NEW YORK )
: ss.:
COUNTY OF )
On the day of September 2013, before me, the undersigned, personally appeared ILKER TURGUT, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument.
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NOTARY PUBLIC
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