FILED: ERIE COUNTY CLERK 01/26/2024 10:42 AM
`NYSCEF DOC. NO. 46
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`INDEX NO. 814633/2023
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`RECEIVED NYSCEF: 01/26/2024
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`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF ERIE
`-----------------------------------------------------------------------x
`TROY SHANE SMITH and ALLYSON JANE SMITH,
` Index No. 814633/2023
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`Plaintiff(s),
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`-against-
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`84 LUMBER COMPANY, et al.,
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` Defendants.
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`-----------------------------------------------------------------------x
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`VERIFIED ANSWER OF
`VANDERBILT MINERALS, LLC
`TO PLAINTIFFS’ COMPLAINT
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`Defendant VANDERBILT MINERALS, LLC, incorrectly s/h/a “R.T. VANDERBILT
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`COMPANY, INC., Individually and as Successor to International Talc Co., International Pulp Co.
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`and Governeur Talc Co., Inc.” (hereinafter “VANDERBILT MINERALS, LLC”) by its attorneys,
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`GORDON REES SCULLY MANSUKHANI LLP, answering the Verified Complaint of the
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`Plaintiff(s) herein provides upon information and belief as follows:
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`ANSWER
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`FIRST:
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`Defendant denies each and every material allegation set forth in Plaintiffs’
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`Verified Complaint and refers all questions of fact and law to the trier of fact and this Honorable
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`Court.
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`SECOND:
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`Defendant denies knowledge or information as to each and every material
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`allegation set forth in Plaintiffs’ Verified Complaint as they pertain to any other named defendants.
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`THIRD:
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`Reserves the right to amend this answer and to assert additional defenses,
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`and/or to supplement, alter or change this answer upon ascertaining additional facts during and
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`upon completion of discovery and investigations.
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`AS AND FOR ITS RESPONSE TO ANY CROSS-CLAIMS
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`VANDERBILT MINERALS, LLC denies any and all cross-claims now or hereafter
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`asserted against VANDERBILT MINERALS, LLC; asserts all defenses including those set forth
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`above; and avers that it is not liable to plaintiff, to defendants, to any third-party defendant or to
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`any others.
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`AS AND FOR A FIRST AFFIRMATIVE DEFENSE
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`Some or all of Plaintiff’s claims are time-barred by the applicable Statutes of Limitations
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`and/or Statute of Repose.
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`AS AND FOR A SECOND AFFIRMATIVE DEFENSE
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`The causes of action pleaded in Plaintiff’s Complaint have not been maintained in a timely
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`fashion. Plaintiff has neglected same, and should be barred by the doctrine of laches.
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`AS AND FOR A THIRD AFFIRMATIVE DEFENSE
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`Plaintiff’s Complaint, and each and every allegation considered separately, fails to state
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`any cause of action against Answering Defendant upon which relief can be granted.
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`AS AND FOR A FOURTH AFFIRMATIVE DEFENSE
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`This Court lacks personal jurisdiction over Answering Defendant.
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`AS AND FOR A FIFTH AFFIRMATIVE DEFENSE
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`This action may be barred by Plaintiff’s failure to join necessary and/or indispensable
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`parties with the result that this action should not proceed and should be dismissed.
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`AS AND FOR A SIXTH AFFIRMATIVE DEFENSE
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`Insofar as Plaintiff’s Complaint, and each cause of action considered separately, alleges a
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`cause of action accruing on or after September 1, 1975, to recover damages for personal injuries,
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`the amount of damages recoverable thereon must be diminished by reason of the culpable conduct
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`attributable to Plaintiff, including contributory negligence and assumption of risk, in the proportion
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`which the culpable conduct attributable to Plaintiff bears on the culpable conduct which caused
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`the damages.
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`AS AND FOR A SEVENTH AFFIRMATIVE DEFENSE
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`Insofar as Plaintiff’s Complaint, and each cause of action considered separately, alleges a
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`cause of action accruing before September 1, 1975, each such cause of action is barred by reason
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`of the culpable conduct attributable to Plaintiff, including contributory negligence and assumption
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`of the risk.
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`AS AND FOR AN EIGHTH AFFIRMATIVE DEFENSE
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`If Plaintiff should prove that Plaintiff sustained injuries and damages as alleged, then such
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`damages resulted from acts or omissions on the part of the third parties over whom Answering
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`Defendant had no control or right of control.
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`AS AND FOR A NINTH AFFIRMATIVE DEFENSE
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`At all times during the conduct of its corporate operations, the agents, servants and/or
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`employees of Answering Defendant used proper methods with respect to its products in conformity
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`with the available knowledge, state-of-the-art and research of the scientific and industrial
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`communities.
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`AS AND FOR A TENTH AFFIRMATIVE DEFENSE
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`Plaintiff, Plaintiff’s co-workers and/or employers misused, abused, mistreated and
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`misapplied any and all of the products designated as “asbestos containing material” as alleged in
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`Plaintiff’s Complaint, which abuse and misuse was not reasonably foreseeable, thereby barring
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`Plaintiff from any recovery.
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`FILED: ERIE COUNTY CLERK 01/26/2024 10:42 AM
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`If the Court finds that any misuse, abuse, mistreatment and/or misapplication of the product
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`caused and/or contributed to the alleged damages or injuries to Plaintiff, then Answering
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`Defendant requests that the amount of damages which might be recoverable be diminished by the
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`proportion which the same misuse, abuse, mistreatment and/or misapplication, is attributed to
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`Plaintiff, Plaintiff’s co-workers and/or employers bear to the conduct which caused the alleged
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`damages or injuries.
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`
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`AS AND FOR AN ELEVENTH AFFIRMATIVE DEFENSE
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`Any oral warranties upon which Plaintiff relied are inadmissible and unavailable because
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`of the provisions of the applicable Statute of Frauds, or other applicable rules of evidence.
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`AS AND FOR A TWELFTH AFFIRMATIVE DEFENSE
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`As to all causes of action pleaded in Plaintiff’s Complaint which are based upon express
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`or implied warranties and/or representations, the alleged breaches thereof as against Answering
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`Defendant are legally insufficient by reason of their failure to allege privity of contract between
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`Plaintiff and Answering Defendant.
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`AS AND FOR A THIRTEENTH AFFIRMATIVE DEFENSE
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`Plaintiff did not directly or indirectly purchase any asbestos-containing products or
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`materials from Answering Defendant, and Plaintiff neither received nor relied on any
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`representation or warranty allegedly made by Answering Defendant.
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`AS AND FOR A FOURTEENTH AFFIRMATIVE DEFENSE
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`In the event that any breach of warranty is proven, Plaintiff failed to give proper and prompt
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`notice of any such breach of warranty to Answering Defendant.
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`FILED: ERIE COUNTY CLERK 01/26/2024 10:42 AM
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`AS AND FOR A FIFTEENTH AFFIRMATIVE DEFENSE
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`To the extent that the causes of action pleaded by Plaintiff fails to accord with the Uniform
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`Commercial Code, including but not limited to Section 2-725 thereof, Plaintiff’s causes of action
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`are time-barred.
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`AS AND FOR A SIXTEENTH AFFIRMATIVE DEFENSE
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`Upon information and belief, Plaintiff failed to mitigate or otherwise act to lessen or reduce
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`the injuries and disabilities alleged in Plaintiff’s Complaint.
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`AS AND FOR A SEVENTEENTH AFFIRMATIVE DEFENSE
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`To the extent that Plaintiff seeks punitive damages against Answering Defendant, these
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`damages are improper, unwarranted, not authorized by law, and are unconstitutional in the context
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`of this litigation. Subjecting Answering Defendant to multiple trials and multiple impositions of
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`punitive damages for the same course of conduct is a violation of both substantive and procedural
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`due process under the United States Constitution and the Constitution of the State of New York.
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`The standard for the award of punitive damages is constitutionally void for vagueness. The lack
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`of limitation on possible multiple impositions of punitive damage awards for the same alleged
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`course of conduct is unconstitutional.
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`AS AND FOR AN EIGHTEENTH AFFIRMATIVE DEFENSE
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`Plaintiff is estopped from asserting the causes of action alleged in Plaintiff’s Complaint.
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`AS AND FOR A NINETEENTH AFFIRMATIVE DEFENSE
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`Plaintiff has waived the causes of action and recovery alleged in Plaintiff’s Complaint.
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`AS AND FOR A TWENTIETH AFFIRMATIVE DEFENSE
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`Plaintiff lacks requisite capacity, standing and authority to bring the within action, as
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`Plaintiff is not a real party in interest.
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`FILED: ERIE COUNTY CLERK 01/26/2024 10:42 AM
`NYSCEF DOC. NO. 46
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`INDEX NO. 814633/2023
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`RECEIVED NYSCEF: 01/26/2024
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`AS AND FOR A TWENTY-FIRST AFFIRMATIVE DEFENSE
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`Answering Defendant herein incorporates by reference, as if more fully set forth at length
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`herein, all defenses, both affirmative and otherwise, raised, pleaded or asserted by all other
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`answering defendants and third party defendants.
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`AS AND FOR A TWENTY-SECOND AFFIRMATIVE DEFENSE
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`The injuries allegedly suffered by Plaintiff, if any (which injuries are specifically denied
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`by Answering Defendant), were the result of culpable conduct or fault of third persons for whose
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`conduct Answering Defendant is not legally responsible, and the damages recovered by Plaintiff,
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`if any, should be diminished or reduced in the proportion by which said culpable conduct bears
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`upon the culpable conduct which caused the damages. Any liability on the part of Answering
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`Defendant (which liability is vigorously and specifically denied) is fifty percent or less of the
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`liability of all persons who are the cause of the alleged injuries, if any, and Answering Defendant’s
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`liability for non-economic loss does not exceed Answering Defendant’s equitable share as
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`determined in accordance with the relative culpability of each person causing or contributing to
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`the total liability for non-economic loss pursuant to CPLR sections 1601 through 1603.
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`AS AND FOR A TWENTY-THIRD AFFIRMATIVE DEFENSE
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`This cause of action may not be maintained because of arbitration and award, collateral
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`estoppel, a discharge in bankruptcy, infancy (or some other disability) of Plaintiff, payment,
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`release and/or res judicata.
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`AS AND FOR A TWENTY-FOURTH AFFIRMATIVE DEFENSE
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`In the event that any person or entity liable or claimed to be liable for the injury alleged in
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`this action has been given or may thereafter be given a release or a covenant not to sue, Answering
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`Defendant will be entitled to protection and the corresponding reduction of any damages which
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`may be determined to be due against Answering Defendant pursuant to New York G.O.L. §15-
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`108.
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`AS AND FOR A TWENTY-FIFTH AFFIRMATIVE DEFENSE
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`Some or all of Plaintiff’s claims are preempted, in whole or in part, by federal laws, statutes,
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`or regulations.
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`AS AND FOR A TWENTY-SIXTH AFFIRMATIVE DEFENSE
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`Upon information and belief, pursuant to New York Civil Practice Law and Rules § 4545,
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`if the Court finds that any costs of medical care, dental care, custodial care or rehabilitation
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`services, loss of earnings or other economic loss which Plaintiff may have incurred were replaced
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`or indemnified in whole or in part from any collateral source, then the Court shall reduce the
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`amount of any award to Plaintiff by the amount of said reimbursement minus the premiums, if any,
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`paid by Plaintiff or anyone on Plaintiff’s behalf for such benefits for the applicable period
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`immediately preceding the accrual of this lawsuit.
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`AS AND FOR A TWENTY-SEVENTH AFFIRMATIVE DEFENSE
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`Plaintiff and Plaintiff’s employers were sophisticated users of products containing asbestos
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`and had adequate knowledge of the dangers and risks associated with using or working around
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`asbestos.
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`AS AND FOR A TWENTY-EIGHTH AFFIRMATIVE DEFENSE
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`Plaintiff’s claims are or may be barred or otherwise limited or affected by the application
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`of provisions of the law or statues of states or jurisdictions other than the State of New York where
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`Plaintiff’s alleged exposure may have occurred.
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`AS AND FOR A TWENTY-NINTH AFFIRMATIVE DEFENSE
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`Answering Defendant alleges that Plaintiff’s use of tobacco, other medications and/or
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`drugs, is an assumption of known risk, and that Plaintiff’s said conduct proximately caused and
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`contributed to Plaintiff’s injuries and damages, if any, and therefore Plaintiff’s recovery, if any, is
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`barred or proportionately reduced.
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`AS AND FOR A THIRTIETH AFFIRMATIVE DEFENSE
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`In the event that Plaintiff was employed by Answering Defendant, Plaintiff’s sole and
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`exclusive remedy is under the Workers’ Compensation Law of the State of New York, the
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`Longshoreman and Harbor Workers’ Compensation Act, and the workers’ compensation laws of
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`any other state, jurisdiction, and/or venue where Plaintiff may have worked.
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`AS AND FOR A THIRTY-FIRST AFFIRMATIVE DEFENSE
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`Venue is improper in this county.
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`AS AND FOR A THIRTY-SECOND AFFIRMATIVE DEFENSE
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`The product(s) in question, if any, was/were modified by persons other than Answering
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`Defendant after leaving Answering Defendant’s custody and control and before the incidents
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`alleged in Plaintiff’s Complaint, and said modifications were the proximate cause of Plaintiff’s
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`alleged injury, thereby barring any and all claims against Answering Defendant.
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`AS AND FOR A THIRTY-THIRD AFFIRMATIVE DEFENSE
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`If Plaintiff sustained any injury or damage as alleged in the complaint, said injury or
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`damage was the sole and proximate cause of conditions, circumstances and/or conduct of others
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`beyond Answering Defendant’s control of, which are unrelated to any use of Answering
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`Defendant’s product(s) by Plaintiff.
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`AS AND FOR A THIRTY-FOURTH AFFIRMATIVE DEFENSE
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`The benefits of the design of the product(s) in question outweigh any risk associated with
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`said product(s), if any risk actually existed, which Answering Defendant denies.
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`AS AND FOR A THIRTY-FIFTH AFFIRMATIVE DEFENSE
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`Answering Defendant’s actions of were in conformity with the state of the medical,
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`industrial, and scientific arts, so that there was no duty to warn Plaintiff under the circumstances,
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`or to the extent such a duty arose, Answering Defendant provided adequate warnings, labels and/or
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`instructions concerning any product in question. If those warnings, labels and/or instructions were
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`not made available or heeded, it is the fault of others and not Answering Defendant.
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`AS AND FOR A THIRTY-SIXTH AFFIRMATIVE DEFENSE
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`The asbestos-containing parts or components to which Plaintiff was allegedly exposed
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`were manufactured, sold, or distributed by third parties, and not by Answering Defendant.
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`Therefore, Answering Defendant was under no legal duty to warn of the hazards associated with
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`the asbestos-containing parts or components manufactured, sold, or distributed by the third parties.
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`AS AND FOR A THIRTY-SEVENTH AFFIRMATIVE DEFENSE
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`Forum is improper under the doctrine of forum non conveniens.
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`AS AND FOR A THIRTY-EIGHTH AFFIRMATIVE DEFENSE
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`Plaintiff’s Complaint, in whole or in part, fails to state a claim upon which relief can be
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`granted against Answering Defendant and therefore, must be dismissed.
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`AS AND FOR A THIRTY-NINTH AFFIRMATIVE DEFENSE
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`Answering Defendant was under no legal duty to warn Plaintiff of the potential hazards
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`associated with the use of any products containing asbestos. Furthermore, the general contractor,
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`subcontractor(s), Plaintiff’s employers, Plaintiff’s union(s), Plaintiff as self-employed
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`individual(s), or certain third parties yet to be identified, were knowledgeable and sophisticated
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`users who were in a better position than Answering Defendant to warn Plaintiff of the risks
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`associated with using products containing asbestos. Plaintiff, Plaintiff’s employers, and Plaintiff’s
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`union(s), knew or should have known of federal OSHA, state OSHA, or other applicable legal and
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`regulatory standards relating to asbestos as well as the precautions necessary to employ when
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`working around asbestos or any products that might contain asbestos. Assuming, arguendo, that
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`a warning was required, it was the failure of such persons or entities to give such a warning that
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`was the approximate and superseding cause of the damages alleged in Plaintiff’s Complaint, if
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`any.
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`AS AND FOR A FORTIETH AFFIRMATIVE DEFENSE
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`Even if it is determined that Plaintiff was exposed to any product or material associated
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`with Answering Defendant, which Answering Defendant expressly denies, then such exposure was
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`de minimus and is insufficient to establish a reasonable degree of probability of causation of the
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`injuries, illnesses, losses, or damages alleged in Plaintiff’s Complaint.
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`AS AND FOR A FORTY-FIRST AFFIRMATIVE DEFENSE
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`Answering Defendant is entitled to an offset for any amounts paid or to be paid by other
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`entities, including but not limited to, bankruptcy trusts and other parties and nonparties resulting
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`from settlements made with Plaintiff. Those offsets will be determined by a jury.
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`AS AND FOR A FORTY-SECOND AFFIRMATIVE DEFENSE
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`Plaintiff’s claims are barred by the applicable principles of judicial estoppel.
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`AS AND FOR A FORTY-THIRD AFFIRMATIVE DEFENSE
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`Plaintiff’s action cannot be maintained as plaintiff has failed to exhaust all administrative
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`remedies.
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`AS AND FOR A FORTY-FOURTH AFFIRMATIVE DEFENSE
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`This Court lacks jurisdiction over the answering defendant as a result of improper, and lack
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`of, service of process.
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`AS AND FOR A FORTY-FIFTH AFFIRMATIVE DEFENSE
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`While this answering defendant denies the Plaintiff’s allegation of negligence, statutory
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`liability and/or strict liability, any injury and damages, to the extent that plaintiff may be able to
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`prove them, were the results of intervening and/or interceding acts of superseding negligence on
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`the part of parties over whom this answering defendant neither had control nor had the right to
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`control.
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`AS AND FOR A FORTY-SIXTH AFFIRMATIVE DEFENSE
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`The within action cannot be maintained as there is another action pending between the
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`same or similar parties for the same cause of action in a court of a state of the United States.
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`AS AND FOR A FORTY-SEVENTH AFFIRMATIVE DEFENSE
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`The answering defendant raises all defenses available under the economic loss doctrine.
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`AS AND FOR A FORTY-EIGHTH AFFIRMATIVE DEFENSE
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`The answering defendant denies that it manufactured, sold, or distributed a complete
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`product, and therefore, the doctrine of strict liability, negligence and breach of warranty do not
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`apply to answering defendant.
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`AS AND FOR A FORTY-NINTH AFFIRMATIVE DEFENSE
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`Any product of the answering defendant was of merchantable quality and fit for the use
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`and purposes for which it was intended.
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`AS AND FOR A FIFTIETH AFFIRMATIVE DEFENSE
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`Any and all warnings and information pertaining to products designed, manufactured
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`and/or distributed and/or sold by answering defendant were, at all time relevant, in conformity
`
`with governmental requirements.
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`AS AND FOR A FIFTY-FIRST AFFIRMATIVE DEFENSE
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`Plaintiff’s Complaint is barred by the Exclusive Remedy Provisions of the Workers’
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`Compensation Act.
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`AS AND FOR A FIFTY-SECOND AFFIRMATIVE DEFENSE
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`Any and all risks, hazards, defects or dangers alleged were open, obvious, apparent, natural,
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`inherent and known or should have been known to the Plaintiff herein, and the Plaintiff voluntarily
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`assumed all such risks, hazards, defects and dangers and is therefore barred from recovery.
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`AS AND FOR A FIFTY-THIRD AFFIRMATIVE DEFENSE
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`Upon and information and belief, defendant did not supervise or control any work
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`performed by plaintiff.
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`AS AND FOR A FIFTY-FOURTH AFFIRMATIVE DEFENSE
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`Upon information and belief, there was no privity between plaintiff and defendant.
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`AS AND FOR A FIFTY-FIFTH AFFIRMATIVE DEFENSE
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`If plaintiff was present upon premises owned by defendant, there was no defect and/or
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`unsafe condition on any property at issue at the time he was present.
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`AS AND FOR A FIFTY-SIXTH AFFIRMATIVE DEFENSE
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`Upon information and belief, defendant did not create any defect and/or unsafe condition
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`on any premises at which plaintiff was present.
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`AS AND FOR A FIFTY-SEVENTH AFFIRMATIVE DEFENSE
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`Defendant had no notice of any defect or any unsafe condition at any premises that it owned
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`at which plaintiff was present, and any such defects or unsafe conditions were not detectable by
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`defendant’s reasonable diligence.
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`AS AND FOR A FIFTY-EIGHTH AFFIRMATIVE DEFENSE
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`Upon information and belief, if plaintiff establishes the existence of any asbestos-
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`containing product or materials at premises owned by defendant and at which plaintiff was present,
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`plaintiff was not exposed to any airborne asbestos fibers at such premises, of if he was, the level
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`of exposure was de minimis and did not cause or contribute to the injuries complained of.
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`AS AND FOR A FIFTY-NINTH AFFIRMATIVE DEFENSE
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`Defendant denies any and all allegations of successor liability asserted herein.
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`AS AND FOR CROSS-CLAIMS AGAINST CO-DEFENDANTS
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`If Plaintiff sustained injuries and/or damages through any carelessness, recklessness,
`
`and/or negligence other than that of Plaintiff themselves, including, but not limited to, the
`
`manufacture and distribution of the asbestos and/or asbestos-containing product, material, and/or
`
`equipment, breach of warranty or misrepresentations, either express or implied, and in strict
`
`liability in tort, these damages will have been caused and brought about by reason of the
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`carelessness, recklessness, and/or negligence of co-defendants and/or third-party defendants, or
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`hereafter named herein, with indemnification and/or contribution to Answering Defendant as
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`implied-in-fact or implied-in-law.
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`If Answering Defendant is found liable as to Plaintiff and/or any third-party plaintiff for
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`the injuries and damages set forth in the Complaint and/or any third-party complaints, the said co-
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`defendants and third-party defendants will be liable jointly and severally to Answering Defendant
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`and will be found to fully indemnify and hold that Answering Defendant is entitled to contribution,
`
`in whole or in part, from each of the co-defendants and third-party defendants now or hereafter
`
`named herein, together with the costs and disbursements incurred in the defense of this action.
`
`If Plaintiff should recover judgment against Answering Defendant, by operation of law or
`
`otherwise, Answering Defendant will be entitled to judgment, contribution, and/or indemnity over
`
`and against the co-defendants, their agents, their servants, and/or their employees, by reason of
`
`their carelessness, recklessness, and/or negligence for the amount of any such recovery, or a
`
`portion thereof, in accordance with principles of law regarding apportionment of fault and
`
`damages, along with costs, disbursements, and reasonable expenses of the investigation and
`
`defense of this action, including reasonable attorney’s fees.
`
`All cross-claims that have been or will be asserted by other defendants in this action are
`
`adopted and incorporated by reference as if fully set forth therein. Additionally, Answering
`
`Defendant will rely upon any and all further cross-claims that become available or appear during
`
`discovery proceedings in this action and hereby specifically reserves the right to amend this answer
`
`for the purpose of asserting any such additional cross-claims.
`
`AS AND FOR AFFIRMATIVE DEFENSES TO
`CROSS-CLAIMS BY CO-DEFENDANTS
`
`Answering Defendant denies all material allegations contained in all co-defendants’ cross-
`
`claims, and Answering Defendant does not waive any defenses to any cross-claims. Answering
`
`Defendant repeats and reasserts the affirmative defenses raised above and incorporates each herein
`
`as affirmative defenses to any cross-claims asserted against Answering Defendant.
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`WHEREFORE, the answering defendant demands judgment dismissing Plaintiffs’
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`Complaint against it together with the costs and disbursements of this action, and in the event of
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`any judgment over and against these answering defendant demands judgment, contribution and/or
`
`indemnification, along with costs and disbursements, including reasonable attorneys’ fees.
`
`Dated:
`
`New York, New York
`January 26, 2024
`
`GORDON REES SCULLY MANSUKHANI LLP
`
`By:
`Erik C. DiMarco, Esq.
`Attorneys for Defendant
`VANDERBILT MINERALS, LLC
`One Battery Park Plaza
`New York, New York 10004
`(212) 453-0771
`
`To: All Counsel of Record
`(via NYSCEF)
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`15 of 16
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`FILED: ERIE COUNTY CLERK 01/26/2024 10:42 AM
`NYSCEF DOC. NO. 46
`
`INDEX NO. 814633/2023
`
`RECEIVED NYSCEF: 01/26/2024
`
`VERIFICATION
`
`STATE OF NEW YORK
`
`)
`)
`COUNTY OF NEW YORK )
`
`SS.:
`
`The undersigned, being an attorney duly admitted to practice law before all the
`Court of the State of New York and fully aware of the penalties of perjury, hereby affirms the
`following to be true:
`
`Affirmant is a partner at the law firm of GORDON REES SCULLY
`1.
`MANSUKHANI LLP attorneys for the defendant VANDERBILT MINERALS, LLC, in the
`within action and is fully familiar with the facts and circumstances involved in this matter from
`reviewing the file regarding the same maintained in the offices of said law firm.
`
`Affirmant has read the foregoing Verified Answer and knows the contents thereof,
`2.
`and the same are true to affirmant’s own knowledge, except as to those matters, affirmant believes
`them to be true.
`
`Affirmant further states that the reason this Verified Answer is made by the
`3.
`undersigned and not be the defendant is because said party does not reside in New York County
`where the offices of said attorneys are located.
`
`The grounds of the affirmant’s belief as to all matters not stated to be upon,
`4.
`affirmant's knowledge are investigative and other information contained in the file of the said law
`firm.
`
`Dated:
`
`New York, New York
`January 26, 2024
`
` ERIK C. DIMARCO
`
`1321588/80511528v.1
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`16 of 16
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