Preview
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
EXHIBIT “D”
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
NOTICE OF SALE
PLEASE TAKE NOTICE, that in accordance with applicable provisions of the Uniform
Commercial Code as enacted in New York, by virtue of an Event of Default under that certain
Pledge and Security Agreement dated as of August 28, 2020 (the "Pledge Agreement"), executed
and delivered by Hello Living Developer Nostrand LLC (the "Pledgor") and by virtue ofthat certain
UCC-1 Filing Statement made in favor of 1580 Nostrand Mezz LLC ("Secured Party") in
accordance with Article 9 of the Uniform Commercial Code of the State ofNew York Code, Secured
Party will offer for sale, at public auction, allof Pledgor's right, title,and interest in and to: (i)100%
of the limited liabilitymembership interests in Hello Nostrand LLC ("Pledged Entity"), and (ii)
certain related rights and property relating thereto (collectively, (i) and (ii)are the "Collateral").
Secured Party's understâñdiñg is thatthe principal asset of the Pledged Entity is that certain fee
interest in real property commonly known as 1580 Nostrand Avenue, Brooklyn, NY 11226.
Mannion Auctions, LLC ("Mannion"), under the direction of Matthew D. Mannion, licensed
auctioneer (DCA #1434494) (the "Auctioneer"), will conduct a public sale ecasisting of the
Collateral (as set forth in Schedule A below), via online bidding, on September 2, 2021 at 1:00pm,
in satisfaction of an iñdebtedness in the approximate amcüñt of $3,296,266.22, including principal,
interest on principal, and reasonable fees and costs,plus default interest through September 2, 2021,
subject to open charges and all additional costs, fees and disbursements permitted by law. The
Secured Party reserves the right to credit bid.
Online bidding will be made available via Cisco WebEx Remote Meeting, Meeting link:
https://bit.1y/NostrandUCC Access Code: 182 106 6590, Password: 1580UCC (1580822 from
phones and video systems), Call-in number 1-415-655-0001.
The Collateral will be sold to the highest qualified bidder; provided, however, that Secured
Party reserves the right to cancel the sale in its entirety, or to adjourn the sale to a future date.
Interested parties who intend to bid on the Collateral must contact Secured Party's counsel, Jerold C.
Feuerstein, Esq., at Kriss & Feuerstein LLP, 360 Lexington Avenue, New York, New York 10158,
(212) 661-2900, ifeuerstein@kandf1lp.com to receive the Terms and Conditions of Sale and bidding
instructions August 2021 4:00pm. Upon execution of a standard and non-
by 30, by confidentiality
disclosure agreement, additional documentation and information will be available. Interested parties
who do not contact the Secured Party's counsel and qualify prior to the sale will not be permitted to
enter a bid.
SCHEDULE A
Pledged Interest
PLEDGOR ISSUER INTERESTS
Hello Living Developer Hello Nostrand LLC, a PLEDGED .
Nostrand LLC, a New York Delaware limited liability 100% membership
limited liabilitycompany company interest
The UCC1 was filed on August 3, 2020 with the Secretary ofState of theState ofNew
York under the FilingNo. #202008310350070.
KRISS & FEUERSTEIN LLP
Attn: Jerold C. Feuerstein, Esq.
Attorneys for Secured Party
360 Lexington Avenue, Suite 1200
New York, New York 10017
(212) 661-2900
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
1580 Nostrand Mezz LLC
520 Madison Avenue, Suite 3501
New York, NY 10022
July _14 , 2021
NOTIFICATION OF DISPOSITION OF COLLATERAL
VIA OVERNIGHT MAIL
Hello Living Developer Nostrand LLC
356 66
33 Street, Flr.,Suite B-613
Brooklyn, NY 11232
and the Borrower(s) and Guarantor(s) (each as defined below)
listed in Schedule I hereto
Ladies and Gentlemen:
Reference is hereby made to that certain loan (the "L_oan") evidenced by (i)that certain up
to $3,000,000 Mezzanine Promissory Note, made as of August 28, 2020 (the "Note") (attached as
"A" ("Borrower"
Exhibit hereto), executed by Hello Living Developer Nostrand LLC and/or
("Lender"
"Pledgor") in favor of 1580 Nostrand Mezz LLC and/or the "Secured Party"), (ii)
that certain Mezzanine Loan Agreement, effective as of August 28, 2020 (the "Loan Agreement")
"B"
(attached as Exhibit hereto), executed by Borrower in favor of Lender, (iii) that certain
Owñêrship Interests Pledge and Security Agreement, made as of August 28, 2020 (the "Pledge
"C"
Agreement") (attached as Exhibit hereto), executed by Pledgor, in favor of Lender and. The
Note, Loan Agreement, Pledge Agreement, and all documents executed in connection with the
Loan, are hereinafter referred to as the "Loan Documents". Capitalind terms used herein but not
otherwise defined shall have the meanings set forth in the Pledge Agreement.
Pursuañt to the Pledge Agreement, the Pledgor has pledged to Secured Party, and Secured
Party has a perfected a security interest in the Collateral (as defined in the Pledge Agreement)
consisting of, among other assets, all of Pledgor's membership interest Hello Nostrand LLC (the
"D"
"Issuer"), represented by that certain Share Certificate, a copy of which is attached as Exhibit
hereto.
Please be advised that certain Event(s) of Default exist under the Loan Documents for,
among other things: (i) failure to pay off the Loan by the Maturity Date on March 1, 2021, and (ii)
failure to pay the real estate taxes due on January 1, 2021, in accordance with the Mortgage Loan
Documêñts.
1. Notification of Disposition of Collateral
Notice is hereby given that Lender will sell the Collateral to the highest qualified bidder at
a public sale in accordance with the provisions of the Uniform Commercial Code as in effect in
the State of New York. The sale will take place begiññiñg at 1:00p.m. on September 2, 2021.
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
Online bidding will be made available via Cisco WebEx Remote Meeting, Meeting link:
https://bit.ly/NostrandUCC Access Code: 182 106 6590, Password: 1580UCC (1580822 from
phones and video systems), Call-in number 1-415-655-0001.
Bidder Qualification Deadline: Interested parties who intend to bid on the Collateral
must ceñtact Secured Party's counsel, Jerold C. Feuerstein, Esq., at Kriss & Feuerstein LLP, 360
Lexington Avenue, New York, New York 10158, (212) 661-2900, ifeuerstein@kandfilp.com to
receive the Terms and Conditions of Sale and biddiñg instructions by August 30, 2021 by 4:00pm.
Upon execution of a standard confidentiality and non-disclosure agreement, additional
documentation and information will be available. Interested parties who do not contact the
Secured Party's counsel and qualify prior to the sale will not be permitted to enter a bid.
The Pledgor and other obligated parties be liable for inde*±man which shall
may any
remain after such sale to the extent permitted by applicable law and the Loan Documents.
2. Reservation of Rights
Nothing contained herein shall be construed as a modification of any of the Loan
Documents or as a waiver of any delinquency, breach, default or Event of Default under the Loan
Documents, at law or in equity, or as a waiver, modification or limitation of any of rights or
remedies of Lender, all of which are hereby expressly reserved. Any actions, omissions or
forbearance by Lender in the exercise of any such rights and remedies shall not constitute a waiver
of such rights or any other rights and shall not be deemed to establish a course of conduct nor
justify an expectation by the Borrower, Pledgers or Guarantors that Lender will take any further
action or continue to not take any action and will not preclude Lender from exercising any and all
remedies available at any time thereafter. Lender may exercise each right and remedy available to
itfrom time to time and as often and in such order as it may determine in itssole discretion, and
the exercise or beginning of the exercise of any such right or remedy shall not be construed as a
waiver of the right to exercise at the same time or thereafter any other right or remedy available to
it.
There may be other Defaults or Events of Default which are not identified in this letter
which may mumtly exist under the Loan Documents. Lender is expressly not waiving any
defaults or Event(s) of Default whether or not they are identified herein.
Any conversations, correspondence, proposals or discussions of proposals with Lender
shall not prejudice Lender's rights nor be legally bindiñg on Lender unless definitive documents
are executed and delivered by Lender.
3. Governing Law
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
Sincerely,
1580 Nostrand Mezz LLC
By:
Name: Jos a Zegen
Title: A orized Sigrfatory
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
SCHEDULE_1
THE BORROWER
VIA OVERNIGHT MAIL
Hello Living Developer Nostrand LLC
35th 6th
33 Street, Flr.,Suite B-613
Brooklyn, NY 11232
THE GUARANTOR
Eli Karp
17 Tokay Lane
Monsey, NY 10952
WITH COPIES TO:
VIA OVERNIGHT MAIL
Jeffrey Zwick & Associates, P.C.
266 Broadway,.Suite 403
Brooklyn, NY 11211
Attn: Jeffrey Zwick, Esq.
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
EXHIBIT cd
NOTE
'I
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
MEZZANINE PROMISSORY NOTE
up to $3,000,000.00 Dated: As of August 28, 2020
New York, New York
MEZZANINE PROMISSORY NOTE (hereinafter, this "Note") made as of the
28th day of August, 2020, by HELLO LIVING DEVELOPER NOSTRAND LLC, a New York
limited liability company, having an address at 33 35th Street, 6th Floor, Suite B-613, Brooklyn,
NY 11232 (hereinafter, the "Maker"), for the benefit of 1580 NOSTRAND MEZZ LLC, a
Delawarc limited liability company, its successors and/or assigns, as their interests may appear,
having offices at 520 Madison Avenue, Suite 3501, New York, New York 10022 (hereinafter, the
"Payee").
FOR VALUE RECEIVED, Maker promises to pay to the order of Payee, at 520
Madison Avenue, Suite 3501, New York, New York 10022, or at such other place as Payee may
designate to Maker in writing from time to time, the principal sum of up to THREE MILLION
AND 00/100 DOLLARS ($3,000,000.00), or so much as has been advanced pursuant to the terms
of that certain Mezzanine Loan Agreement, dated the date hereof, between Maker and Payee (the
"Loan Agreement"), together with interest thereon at the Interest Rate (as defined below) (or the
Default Rate, as defined below, if applicable), calculated in accordance with the terms and
conditions set forth in this Note, from and including the date of this Note to the date this Note is
paid in full, as follows:
A. On the date hereof (the "Closing Date"), interest on the principal sum of
this Note from (and including) the Closing Date to August 31, 2020 atthe Interest Rate.
B. Thereafter, interest only at the Interest Rate on the outstanding Principal
Balance (as defined below) shall be due monthly and shall be paid monthly in arrears, commencing
on October 1, 2020, and monthly thereafter on the first (1st)day of each month (the "Payment
Date") until the Maturity Date (as defined below) (each such monthly payment, a "Monthly
Payment").
C. Thereafter, on the Maturity Date, the entire outstanding principal balance of
this Note, together with all accrued and unpaid interest through the Maturity Date at the Interest
Rate, and all other sums payable to the holder of this Note (whether pursuant to this Note or the
Loan Agreement or Other Security Documents (as such terms are hereinafter defined)) shall
become due and payable.
1. For the purposes of this Note, these terms shall be defined as follows:
Rate"
a. The term "Alternative shall mean, in the event LIBOR is no longer available
or charging of interest that is calculated based upon LIBOR would violate
applicable law or regulation, then in Payee's sole discretion, the Alternative Rate
shall be used instead of the LIBOR Based Rate, which shall mean either the Prime
Based Rate (as hereinafter defined) or the ARRC Based Rate, as hereinafter defined
(in Payee's sole discretion as to whether Prime Based Rate or the ARRC Based
Rate shall be used).
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
Rate"
b. The term "ARRC Based shall mean the sum of (i)Eleven and 00/100
Percent (11.00%) per annum plus (ii) the ARRC Rate (as hereinafter defined).
Rate"
c. The term "ARRC shall mean such replacement of LIBOR as may be
approved by the Alternative Reference Rates Committee (ARRC) (or comparable
organization) and approved and/or published by the Federal Reserve; provided,
however, in no event shall the ARRC Rate be less than One and 00/100 Percent
(1.00%).
Day"
d. The term "Business shall mean a weekday, Monday through Friday, except
a legal holiday or a day on which banking institutions in New York, New York are
authorized by law to be closed.
"Debt"
e. The term shall mean all principal, interest and other sums of any nature
whatsoever, which may or shall become due to Payee in accordance with the
provisions of this Note, the Loan Agreement or Other Security Documents.
Period"
f. The term "Interest shall mean, initially, the period commencing on (and
including) the Closing Date and ending on (and including) the last day of the
calendar month in which the Closing Date occurs. Thereafter, each Interest Period
shall commence on (and include) the firstday of each calendar month immediately
following the last day of the previous Interest Period and end on (and include) the
lastday of such calendar month.
Rate"
g. The term "Interest as used in this Note shall mean interest at the annual rate
equal to the greater of (i)Eleven and 00/100 Percent (11.00%) per annum plus
LIBOR (collectively, the "LIBOR Based Rate") (or the Alternative Rate, as
applicable), and (ii) Twelve and 00/100 Percent (12.00%) per annum (the "Fixed
Base Rate"), adjusted for each Interest Period based upon the greater of the Prime
Based Rate, the LIBOR Based Rate (or the Alternative Rate, as applicable) and the
Fixed Base Rate at 11:00 a.m. (E.S.T.) two (2) Business Days prior to the Reset
Date (as defined below) applicable to such Interest Period (or the date hereof with
respect to the first Interest Period hereunder), which Interest Rate shall be
applicable from the date of this Note to the Maturity Date, except as otherwise
expressly provided herein.
"LIBOR"
h. The term shall mean the London Interbank Offered Rate (as defined
below) for U.S. dollar deposits being delivered in the London interbank eurodollar
market of one (1) month maturity (One Month L1BOR) as reported in the Money
Rates Section of the Wall Street Journal (or such other commercially available
source providing quotations of such London Interbank Offered Rate as may be
designated by Payee from time to time) as of 11:00 a.m., E.S.T., on a Business Day
(or ifnot so reported, then as determined by Payee from another recognized source
of interbank quotation), rounded up tothe nearest one-eighth of one percent (1/8%).
A certificate made by an officer of Payee stating the LIBOR in effect on any given
day, for the purposes hereof, shall be conclusive evidence of the LIBOR in effect
on such day. The LIBOR is a base reference rate of interest adopted by Payee as a
-2-
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
general benchmark from which Payee determines the floating interest rates
chargeable on various loans to borrowers with varying degrees of creditworthiness,
and Maker acknowledges and agrees that Payee has made no representations
whatsoever that the LIBOR is the interest rate actually offered by Payee to
borrowers of any particular creditworthiness.
Documents"
i. The term "Loan shall mean this Note, the Loan Agreement and all
and any of the documents now or hereafter executed by Maker and/or others and
by or in favor of Payee, which evidences, secures or guarantees all or any portion
of the payments due under this Note or otherwise is executed and/or delivered in
connection with this Note, the Loan Agreement, guarantees and agreements,
including, without limitation, that certain Completion and Cost Over-Run Guaranty
executed in connection with the Building Loan, and incorporated herein and made
applicable to the Loan putsüant to this reference and the terms of the Forbearance
Agreement and that certain Owñership Interests Pledge and Security Agreement
executed by the Maker in favor of Payee simultaneously herewith (the "Pledge
Agreement").
Rate"
j. The term "London Interbank Offered shall mean the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other
Person which takes over the administration of such rate).
Date"
k. The term "Maturity shall mean the earlier of (i)March 1, 2021, as the same
may be extended pursuant to the terms hereof, or (ii) such sooner date, by
acceleration or otherwise, as may be applicable pursuant to the terms hereof, at
which time the entire Debt shall become due and payable.
Documents"
1. The term "Other Security shall mean any of the documents other
than this Note or the Loan Agreement, now or hereafter executed by the Maker or
others, and by or in favor of Payee, which wholly or partially secure or guarantee
payment of thisNote, or which otherwise pertain to the loan evidenced by thisNote
(the "Loan"), including, without limitation, the Pledge Agreement.
"Person"
m. The term shall mean an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
Rate"
n. The term "Prime Based shall mean the sum of (i)Eight and 75/100 Percent
(8.75%) per annum plus (ii)the Prime Rate (as hereinafter defined).
Rate"
0. The term "Prime shall mean the annual rate of interest which is the highest
prime lending rate of interest most recently in effect (as published in the Money
Rates Section in The Wall Street Journal or if The Wall Street Journal fails to
publish such rate, such other publication as Payee shall designate in its sole
discretion). A certificate made by an officer of Payee stating the Prime Rate in
effect on any given day, for the purposes hereof, shall be conclusive evidence of
- 3 -
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
the Prime Rate in effect on such day. The Prime Rate is a base reference rate of
interest adopted by Payee as a general benchmark from which Payee determines
the floating interest rates chargeable on various loans to borrowers with varying
degrees of creditworthiness and Maker acknowledges and agrees that Payee has
made no representations whatsoever that the Prime Rate is the interest rate actually
offered by Payee to borrowers of any particular creditworthiness. In the event that
the concept of the Prime Rate shall no longer exist, then the Prime Rate shall be
deemed to be the Prime Rate as last reported in The Wall Street Journal.
Balance"
p. The term "Principal shall mean the outstanding principal balance of this
Note from time to time.
Date"
q. The term "Reset shall mean the first day of each Interest Period.
2. Any capitalized terms used herein but not defined shall have the meanings ascribed to them
in the Loan Agreement or Other Security Documents.
3. Interest shall be computed on thebasis of a year of 360 days and actual days elapsed.
4. The failure to make any payment required under this Note or the occurrence of any Event
of Default (as such term is defined in the Loan Agreement or the Other Security Documents) shall
constitute an Event of Default under this Note.
5. Upon the occurrence of an Event of .Default: (a) interest shall accrue hereunder at the
Default Rate prior to and subsequent to the entry of a Judgment of Foreclosure and Sale, (b) Payee
may, at its option, without any written notice given to the Maker (such notice being expressly
waived), DECLARE AND DEMAND this Note and the Debt immediately due and payable and
(c)Payee may pursue all rights and remedies available hereunder or under the Loan Agreement
and the Other Security Documents. Payee's rights, remedies and powers, as provided in this Note,
the Loan Agreement or the Other Security Documents are cumulative and concurrent, and may be
pursued singlely, successively or together against Maker, any Guarantor of the indebtedness
evidenced hereby or against any collateral granted or pledged by Maker under any of the Loan
Documents or any other collateral security given at any time to secure the payment hereof, allat
the sole discretion of Payee. Additionally, Payee may resort to every other right or remedy
available at law or in equity without first eylausting the rights and remedies contained herein, all
in Payee's sole discretion. Failure of Payee, for any period of time or on more than one occasion,
to DECLARE AND DEMAND this Note and the Debt immediately due and payable shall not
constitute a waiver of the right to exercise the same at any time from and after any Event of Default.
6. A payment shall not be deemed to have been made on any day unless such payment has
been received by Payee, at the required place of payment, in U.S. dollars by no laterthan 1:00 p.m.
(New York time) on such day. Whenever any payment to Payee hereunder would otherwise be
due (except by reason of acceleration) on a day that is not a Business Day, such payment shall
instead be due on the next succeeding Business Day. If any installment of principal, interest or
other sums due hereunder or under the Loan Agreement or any Other Security Document are not
paid on the date on which same are due, the Maker shall pay to the Payee a late charge of five
percent (5.00%) of such unpaid installment as a late payment charge, such late charge to be
-4-
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
immediately due and payable without demand by the Payee. Notwithstanding anything to the
contrary, allpayments due under thisNote, the Loan Agreement and the Loan Documents shall be
made by means of wire transfer to the order of Payee, as directed by Payee, and Payee shall have
the absolute right to reject any payment not made by wire transfer. In addition, Maker shall pay to
Payee the sum of $2,500.00 for any payment which is returned for any reason by Maker's bank
unpaid.
7. Subject to Payee's due diligence review and completion of a credit check, satisfactory to
Payee in itssole discretion, and provided that: (a) thisNote and the Other Security Documents are
in full force and effect and there exists no Event of Default at the time of the giving of Maker's
notice to extend, (b) Maker has made all Monthly Payments in accordance with the terms and
conditions hereof, and (c) with respect to the Second Extended Term (as defined below) only,
Maker shall have prepaid to Lender a sum equal to the greater of Thirteen Million and 00/100
Dollars ($13,000,000.00) or the Minimum Release Remittance (as defined in the Forbearance
Agreement, which is defined in the Loan Agreement), which Lender shall apply to the Loan, the
First Land Loan, the Second Land Loan, the Building Loan, or the Project Loan, in such order and
priority as Lender shall determine in its sole discretion, then Maker shall have the option, upon
providing written notice to Payee (in the manner provided in the Loan Agreement) to extend the
term of this Note for two (2) additional periods of three (3) months each (respectively, the "First
Term," Term,"
Extended and the "Second Extended and, individually or collectively, as the
context may require, the "Extended Term"). Maker's notice must be received by Payee no later
than fifteen (15) days prior to the then-applicable Maturity Date, time being of the essence with
respect thereto in each and every instance. Any extension of the tenn as set forth herein shall be
on the same terms and conditions of this Note and the Other Security Documents, except as
otherwise provided in this Note and the Other Security Documents. Notwithstañdiñg anything
herein to the contrary, the term of this Note may not be extended unless, simultaneously with such
extension, the Termination Date (as defined in the Forbearance Agreement) with respect to the
First Land Loan, the Building Loan, the Project Loan, the Land Note, the Building Note, and the
Project Note, and the Maturity Date with respect to the Second Land Loan and the Second Land
Loan Note (as such terms are hereinafter defined) are also extended in accordance with terms of
the Forbearance Agreement and the Second Land Loan Documents, respectively, such that the
Termination Date of the Forbearance Period (as defined in the Forbearance Agreement) applicable
to the First Land Loan, the Building Loan, and the Project Loan, and the Maturity Date of the
Second Land Loan and the Second Land Note, shall be coterminous with the Loan.
8. Maker acknowledges and agrees that Mortgage Borrower is required to pay the Exit Fee,
Funding Losses, and allother fees, costs, and expenses set forth in the First Land Loan Documents,
the Building Loan Documents, and the Project Loan Documents (as such terms are defined
therein).
9. Notwithstanding anything to the contrary contained herein, except for the prepaymeñt
described in Section 7(c) above, the Principal Balance of this Note may not be prepaid by Maker
unless, simultaneously with such prepayment, the following is also prepaid in full: (a) that certain
loan originated as of December 6, 2017 (the "First Land Loan") in the principal amount of
$17,730,000.00 from PROPHET MORTGAGE OPPORTUNITIES LP (the "Original
Mortgage Lender"), to HELLO NOSTRAND LLC, a New York limited liability company (the
- 5 -
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021
"Mortgage Borrower"), as evidenced by that certain Amended, Restated and Consolidated Senior
Loan Promissory Note dated as of December 6, 2017 (the "First Land Note") in the principal
amount of $17,730,000.00 executed by Mortgage Borrower in favor of Original Mortgage Lender,
and as secured by that certain CGasolidation, Extension and Modification of Senior Loan
Mortgage, Assigñmeñt of Leases and Rents, Security Agreement and Fixture Filing executed by
Mortgage Borrower in favor of Original Mortgage Lender in the principal amount of
$17,730,000.00 and encumbering the property owned by Mortgage Borrower located at 1580
Nostrand Avenue, Brooklyn, New York 11226 (the "Property"), as well as all guarantees,
pledges, and other documents executed in ennnedion therewith (the "First Land Loan
Documents"), which First Land Loan was assigned by an Assignment of Consolidation, Extension
and Modification of Senior Loan Mortgage, Assignment of Leases and Rents, Security Agreement
and Fixture Filing and Senior Loan Collateral Assignment of Leases and Rents dated June 7, 2019
by Original Mortgage Lender to 1580 NOSTRAND AVE LLC, a Delaware limited liability
company (collectively, together with its successors and/or assigns, the "Mortgage Lender"); (b)
that certain building loan originated as of December 6, 2017 (the "Building Loan") in the principal
amount of $39,770,000.00 from Original Mortgage Lender to the Mortgage Borrower, as
evidenced by that certain Building Loan Promissory Note dated as of December 6, 2017 (the
"Building Note") in the principal amount of $39,770,000.00 executed by Mortgage Borrower in
favor of Original Mortgage Lender, and as secured by that certain Building Loan Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Mortgage
Borrower in favor of Original Mortgage Lender in the principal amount of $39,770,000.00 and
encumbering the Property, as well as all guarantees, pledges, and other documents executed in
connection therewith (the "Building Loan Documents"), which Building Loan was assigned by
an Assignment of Building Loan Mortgage, Assignment of Leases and Rents, Security Agreement
and Fixture Filing and Senior Loan Collateral Assignment of Leases and Rents dated June 7, 2019
by Original Mortgage Lender to Mortgage Lender; (c) that certain project loan originated as of
December 6, 2017 (the "Project Loan") in the principal amount of $5,500,000.00 from Original
Mortgage Lender to the Mortgage Borrower, as evidenced by thatcertain Project Loan Promissory
Note dated as of December 6, 2017 (the "Project Note") in the principal amount of $5,500,000.00
executed by Mortgage Borrower in favor of Original Mortgage Lender, and as secured by that
certain Project Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
Filing executed by Mortgage Borrower in favor of Original Mortgage Lender in the principal
amount of $5,500,000.00 and encumbering the Property, as well as all guarantees, pledges, and
other documents execute
Preview
FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 EXHIBIT “D” FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 NOTICE OF SALE PLEASE TAKE NOTICE, that in accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of an Event of Default under that certain Pledge and Security Agreement dated as of August 28, 2020 (the "Pledge Agreement"), executed and delivered by Hello Living Developer Nostrand LLC (the "Pledgor") and by virtue ofthat certain UCC-1 Filing Statement made in favor of 1580 Nostrand Mezz LLC ("Secured Party") in accordance with Article 9 of the Uniform Commercial Code of the State ofNew York Code, Secured Party will offer for sale, at public auction, allof Pledgor's right, title,and interest in and to: (i)100% of the limited liabilitymembership interests in Hello Nostrand LLC ("Pledged Entity"), and (ii) certain related rights and property relating thereto (collectively, (i) and (ii)are the "Collateral"). Secured Party's understâñdiñg is thatthe principal asset of the Pledged Entity is that certain fee interest in real property commonly known as 1580 Nostrand Avenue, Brooklyn, NY 11226. Mannion Auctions, LLC ("Mannion"), under the direction of Matthew D. Mannion, licensed auctioneer (DCA #1434494) (the "Auctioneer"), will conduct a public sale ecasisting of the Collateral (as set forth in Schedule A below), via online bidding, on September 2, 2021 at 1:00pm, in satisfaction of an iñdebtedness in the approximate amcüñt of $3,296,266.22, including principal, interest on principal, and reasonable fees and costs,plus default interest through September 2, 2021, subject to open charges and all additional costs, fees and disbursements permitted by law. The Secured Party reserves the right to credit bid. Online bidding will be made available via Cisco WebEx Remote Meeting, Meeting link: https://bit.1y/NostrandUCC Access Code: 182 106 6590, Password: 1580UCC (1580822 from phones and video systems), Call-in number 1-415-655-0001. The Collateral will be sold to the highest qualified bidder; provided, however, that Secured Party reserves the right to cancel the sale in its entirety, or to adjourn the sale to a future date. Interested parties who intend to bid on the Collateral must contact Secured Party's counsel, Jerold C. Feuerstein, Esq., at Kriss & Feuerstein LLP, 360 Lexington Avenue, New York, New York 10158, (212) 661-2900, ifeuerstein@kandf1lp.com to receive the Terms and Conditions of Sale and bidding instructions August 2021 4:00pm. Upon execution of a standard and non- by 30, by confidentiality disclosure agreement, additional documentation and information will be available. Interested parties who do not contact the Secured Party's counsel and qualify prior to the sale will not be permitted to enter a bid. SCHEDULE A Pledged Interest PLEDGOR ISSUER INTERESTS Hello Living Developer Hello Nostrand LLC, a PLEDGED . Nostrand LLC, a New York Delaware limited liability 100% membership limited liabilitycompany company interest The UCC1 was filed on August 3, 2020 with the Secretary ofState of theState ofNew York under the FilingNo. #202008310350070. KRISS & FEUERSTEIN LLP Attn: Jerold C. Feuerstein, Esq. Attorneys for Secured Party 360 Lexington Avenue, Suite 1200 New York, New York 10017 (212) 661-2900 FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 1580 Nostrand Mezz LLC 520 Madison Avenue, Suite 3501 New York, NY 10022 July _14 , 2021 NOTIFICATION OF DISPOSITION OF COLLATERAL VIA OVERNIGHT MAIL Hello Living Developer Nostrand LLC 356 66 33 Street, Flr.,Suite B-613 Brooklyn, NY 11232 and the Borrower(s) and Guarantor(s) (each as defined below) listed in Schedule I hereto Ladies and Gentlemen: Reference is hereby made to that certain loan (the "L_oan") evidenced by (i)that certain up to $3,000,000 Mezzanine Promissory Note, made as of August 28, 2020 (the "Note") (attached as "A" ("Borrower" Exhibit hereto), executed by Hello Living Developer Nostrand LLC and/or ("Lender" "Pledgor") in favor of 1580 Nostrand Mezz LLC and/or the "Secured Party"), (ii) that certain Mezzanine Loan Agreement, effective as of August 28, 2020 (the "Loan Agreement") "B" (attached as Exhibit hereto), executed by Borrower in favor of Lender, (iii) that certain Owñêrship Interests Pledge and Security Agreement, made as of August 28, 2020 (the "Pledge "C" Agreement") (attached as Exhibit hereto), executed by Pledgor, in favor of Lender and. The Note, Loan Agreement, Pledge Agreement, and all documents executed in connection with the Loan, are hereinafter referred to as the "Loan Documents". Capitalind terms used herein but not otherwise defined shall have the meanings set forth in the Pledge Agreement. Pursuañt to the Pledge Agreement, the Pledgor has pledged to Secured Party, and Secured Party has a perfected a security interest in the Collateral (as defined in the Pledge Agreement) consisting of, among other assets, all of Pledgor's membership interest Hello Nostrand LLC (the "D" "Issuer"), represented by that certain Share Certificate, a copy of which is attached as Exhibit hereto. Please be advised that certain Event(s) of Default exist under the Loan Documents for, among other things: (i) failure to pay off the Loan by the Maturity Date on March 1, 2021, and (ii) failure to pay the real estate taxes due on January 1, 2021, in accordance with the Mortgage Loan Documêñts. 1. Notification of Disposition of Collateral Notice is hereby given that Lender will sell the Collateral to the highest qualified bidder at a public sale in accordance with the provisions of the Uniform Commercial Code as in effect in the State of New York. The sale will take place begiññiñg at 1:00p.m. on September 2, 2021. FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 Online bidding will be made available via Cisco WebEx Remote Meeting, Meeting link: https://bit.ly/NostrandUCC Access Code: 182 106 6590, Password: 1580UCC (1580822 from phones and video systems), Call-in number 1-415-655-0001. Bidder Qualification Deadline: Interested parties who intend to bid on the Collateral must ceñtact Secured Party's counsel, Jerold C. Feuerstein, Esq., at Kriss & Feuerstein LLP, 360 Lexington Avenue, New York, New York 10158, (212) 661-2900, ifeuerstein@kandfilp.com to receive the Terms and Conditions of Sale and biddiñg instructions by August 30, 2021 by 4:00pm. Upon execution of a standard confidentiality and non-disclosure agreement, additional documentation and information will be available. Interested parties who do not contact the Secured Party's counsel and qualify prior to the sale will not be permitted to enter a bid. The Pledgor and other obligated parties be liable for inde*±man which shall may any remain after such sale to the extent permitted by applicable law and the Loan Documents. 2. Reservation of Rights Nothing contained herein shall be construed as a modification of any of the Loan Documents or as a waiver of any delinquency, breach, default or Event of Default under the Loan Documents, at law or in equity, or as a waiver, modification or limitation of any of rights or remedies of Lender, all of which are hereby expressly reserved. Any actions, omissions or forbearance by Lender in the exercise of any such rights and remedies shall not constitute a waiver of such rights or any other rights and shall not be deemed to establish a course of conduct nor justify an expectation by the Borrower, Pledgers or Guarantors that Lender will take any further action or continue to not take any action and will not preclude Lender from exercising any and all remedies available at any time thereafter. Lender may exercise each right and remedy available to itfrom time to time and as often and in such order as it may determine in itssole discretion, and the exercise or beginning of the exercise of any such right or remedy shall not be construed as a waiver of the right to exercise at the same time or thereafter any other right or remedy available to it. There may be other Defaults or Events of Default which are not identified in this letter which may mumtly exist under the Loan Documents. Lender is expressly not waiving any defaults or Event(s) of Default whether or not they are identified herein. Any conversations, correspondence, proposals or discussions of proposals with Lender shall not prejudice Lender's rights nor be legally bindiñg on Lender unless definitive documents are executed and delivered by Lender. 3. Governing Law THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Sincerely, 1580 Nostrand Mezz LLC By: Name: Jos a Zegen Title: A orized Sigrfatory FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 SCHEDULE_1 THE BORROWER VIA OVERNIGHT MAIL Hello Living Developer Nostrand LLC 35th 6th 33 Street, Flr.,Suite B-613 Brooklyn, NY 11232 THE GUARANTOR Eli Karp 17 Tokay Lane Monsey, NY 10952 WITH COPIES TO: VIA OVERNIGHT MAIL Jeffrey Zwick & Associates, P.C. 266 Broadway,.Suite 403 Brooklyn, NY 11211 Attn: Jeffrey Zwick, Esq. FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 EXHIBIT cd NOTE 'I FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 MEZZANINE PROMISSORY NOTE up to $3,000,000.00 Dated: As of August 28, 2020 New York, New York MEZZANINE PROMISSORY NOTE (hereinafter, this "Note") made as of the 28th day of August, 2020, by HELLO LIVING DEVELOPER NOSTRAND LLC, a New York limited liability company, having an address at 33 35th Street, 6th Floor, Suite B-613, Brooklyn, NY 11232 (hereinafter, the "Maker"), for the benefit of 1580 NOSTRAND MEZZ LLC, a Delawarc limited liability company, its successors and/or assigns, as their interests may appear, having offices at 520 Madison Avenue, Suite 3501, New York, New York 10022 (hereinafter, the "Payee"). FOR VALUE RECEIVED, Maker promises to pay to the order of Payee, at 520 Madison Avenue, Suite 3501, New York, New York 10022, or at such other place as Payee may designate to Maker in writing from time to time, the principal sum of up to THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), or so much as has been advanced pursuant to the terms of that certain Mezzanine Loan Agreement, dated the date hereof, between Maker and Payee (the "Loan Agreement"), together with interest thereon at the Interest Rate (as defined below) (or the Default Rate, as defined below, if applicable), calculated in accordance with the terms and conditions set forth in this Note, from and including the date of this Note to the date this Note is paid in full, as follows: A. On the date hereof (the "Closing Date"), interest on the principal sum of this Note from (and including) the Closing Date to August 31, 2020 atthe Interest Rate. B. Thereafter, interest only at the Interest Rate on the outstanding Principal Balance (as defined below) shall be due monthly and shall be paid monthly in arrears, commencing on October 1, 2020, and monthly thereafter on the first (1st)day of each month (the "Payment Date") until the Maturity Date (as defined below) (each such monthly payment, a "Monthly Payment"). C. Thereafter, on the Maturity Date, the entire outstanding principal balance of this Note, together with all accrued and unpaid interest through the Maturity Date at the Interest Rate, and all other sums payable to the holder of this Note (whether pursuant to this Note or the Loan Agreement or Other Security Documents (as such terms are hereinafter defined)) shall become due and payable. 1. For the purposes of this Note, these terms shall be defined as follows: Rate" a. The term "Alternative shall mean, in the event LIBOR is no longer available or charging of interest that is calculated based upon LIBOR would violate applicable law or regulation, then in Payee's sole discretion, the Alternative Rate shall be used instead of the LIBOR Based Rate, which shall mean either the Prime Based Rate (as hereinafter defined) or the ARRC Based Rate, as hereinafter defined (in Payee's sole discretion as to whether Prime Based Rate or the ARRC Based Rate shall be used). FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 Rate" b. The term "ARRC Based shall mean the sum of (i)Eleven and 00/100 Percent (11.00%) per annum plus (ii) the ARRC Rate (as hereinafter defined). Rate" c. The term "ARRC shall mean such replacement of LIBOR as may be approved by the Alternative Reference Rates Committee (ARRC) (or comparable organization) and approved and/or published by the Federal Reserve; provided, however, in no event shall the ARRC Rate be less than One and 00/100 Percent (1.00%). Day" d. The term "Business shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in New York, New York are authorized by law to be closed. "Debt" e. The term shall mean all principal, interest and other sums of any nature whatsoever, which may or shall become due to Payee in accordance with the provisions of this Note, the Loan Agreement or Other Security Documents. Period" f. The term "Interest shall mean, initially, the period commencing on (and including) the Closing Date and ending on (and including) the last day of the calendar month in which the Closing Date occurs. Thereafter, each Interest Period shall commence on (and include) the firstday of each calendar month immediately following the last day of the previous Interest Period and end on (and include) the lastday of such calendar month. Rate" g. The term "Interest as used in this Note shall mean interest at the annual rate equal to the greater of (i)Eleven and 00/100 Percent (11.00%) per annum plus LIBOR (collectively, the "LIBOR Based Rate") (or the Alternative Rate, as applicable), and (ii) Twelve and 00/100 Percent (12.00%) per annum (the "Fixed Base Rate"), adjusted for each Interest Period based upon the greater of the Prime Based Rate, the LIBOR Based Rate (or the Alternative Rate, as applicable) and the Fixed Base Rate at 11:00 a.m. (E.S.T.) two (2) Business Days prior to the Reset Date (as defined below) applicable to such Interest Period (or the date hereof with respect to the first Interest Period hereunder), which Interest Rate shall be applicable from the date of this Note to the Maturity Date, except as otherwise expressly provided herein. "LIBOR" h. The term shall mean the London Interbank Offered Rate (as defined below) for U.S. dollar deposits being delivered in the London interbank eurodollar market of one (1) month maturity (One Month L1BOR) as reported in the Money Rates Section of the Wall Street Journal (or such other commercially available source providing quotations of such London Interbank Offered Rate as may be designated by Payee from time to time) as of 11:00 a.m., E.S.T., on a Business Day (or ifnot so reported, then as determined by Payee from another recognized source of interbank quotation), rounded up tothe nearest one-eighth of one percent (1/8%). A certificate made by an officer of Payee stating the LIBOR in effect on any given day, for the purposes hereof, shall be conclusive evidence of the LIBOR in effect on such day. The LIBOR is a base reference rate of interest adopted by Payee as a -2- FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 general benchmark from which Payee determines the floating interest rates chargeable on various loans to borrowers with varying degrees of creditworthiness, and Maker acknowledges and agrees that Payee has made no representations whatsoever that the LIBOR is the interest rate actually offered by Payee to borrowers of any particular creditworthiness. Documents" i. The term "Loan shall mean this Note, the Loan Agreement and all and any of the documents now or hereafter executed by Maker and/or others and by or in favor of Payee, which evidences, secures or guarantees all or any portion of the payments due under this Note or otherwise is executed and/or delivered in connection with this Note, the Loan Agreement, guarantees and agreements, including, without limitation, that certain Completion and Cost Over-Run Guaranty executed in connection with the Building Loan, and incorporated herein and made applicable to the Loan putsüant to this reference and the terms of the Forbearance Agreement and that certain Owñership Interests Pledge and Security Agreement executed by the Maker in favor of Payee simultaneously herewith (the "Pledge Agreement"). Rate" j. The term "London Interbank Offered shall mean the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of such rate). Date" k. The term "Maturity shall mean the earlier of (i)March 1, 2021, as the same may be extended pursuant to the terms hereof, or (ii) such sooner date, by acceleration or otherwise, as may be applicable pursuant to the terms hereof, at which time the entire Debt shall become due and payable. Documents" 1. The term "Other Security shall mean any of the documents other than this Note or the Loan Agreement, now or hereafter executed by the Maker or others, and by or in favor of Payee, which wholly or partially secure or guarantee payment of thisNote, or which otherwise pertain to the loan evidenced by thisNote (the "Loan"), including, without limitation, the Pledge Agreement. "Person" m. The term shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Rate" n. The term "Prime Based shall mean the sum of (i)Eight and 75/100 Percent (8.75%) per annum plus (ii)the Prime Rate (as hereinafter defined). Rate" 0. The term "Prime shall mean the annual rate of interest which is the highest prime lending rate of interest most recently in effect (as published in the Money Rates Section in The Wall Street Journal or if The Wall Street Journal fails to publish such rate, such other publication as Payee shall designate in its sole discretion). A certificate made by an officer of Payee stating the Prime Rate in effect on any given day, for the purposes hereof, shall be conclusive evidence of - 3 - FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 the Prime Rate in effect on such day. The Prime Rate is a base reference rate of interest adopted by Payee as a general benchmark from which Payee determines the floating interest rates chargeable on various loans to borrowers with varying degrees of creditworthiness and Maker acknowledges and agrees that Payee has made no representations whatsoever that the Prime Rate is the interest rate actually offered by Payee to borrowers of any particular creditworthiness. In the event that the concept of the Prime Rate shall no longer exist, then the Prime Rate shall be deemed to be the Prime Rate as last reported in The Wall Street Journal. Balance" p. The term "Principal shall mean the outstanding principal balance of this Note from time to time. Date" q. The term "Reset shall mean the first day of each Interest Period. 2. Any capitalized terms used herein but not defined shall have the meanings ascribed to them in the Loan Agreement or Other Security Documents. 3. Interest shall be computed on thebasis of a year of 360 days and actual days elapsed. 4. The failure to make any payment required under this Note or the occurrence of any Event of Default (as such term is defined in the Loan Agreement or the Other Security Documents) shall constitute an Event of Default under this Note. 5. Upon the occurrence of an Event of .Default: (a) interest shall accrue hereunder at the Default Rate prior to and subsequent to the entry of a Judgment of Foreclosure and Sale, (b) Payee may, at its option, without any written notice given to the Maker (such notice being expressly waived), DECLARE AND DEMAND this Note and the Debt immediately due and payable and (c)Payee may pursue all rights and remedies available hereunder or under the Loan Agreement and the Other Security Documents. Payee's rights, remedies and powers, as provided in this Note, the Loan Agreement or the Other Security Documents are cumulative and concurrent, and may be pursued singlely, successively or together against Maker, any Guarantor of the indebtedness evidenced hereby or against any collateral granted or pledged by Maker under any of the Loan Documents or any other collateral security given at any time to secure the payment hereof, allat the sole discretion of Payee. Additionally, Payee may resort to every other right or remedy available at law or in equity without first eylausting the rights and remedies contained herein, all in Payee's sole discretion. Failure of Payee, for any period of time or on more than one occasion, to DECLARE AND DEMAND this Note and the Debt immediately due and payable shall not constitute a waiver of the right to exercise the same at any time from and after any Event of Default. 6. A payment shall not be deemed to have been made on any day unless such payment has been received by Payee, at the required place of payment, in U.S. dollars by no laterthan 1:00 p.m. (New York time) on such day. Whenever any payment to Payee hereunder would otherwise be due (except by reason of acceleration) on a day that is not a Business Day, such payment shall instead be due on the next succeeding Business Day. If any installment of principal, interest or other sums due hereunder or under the Loan Agreement or any Other Security Document are not paid on the date on which same are due, the Maker shall pay to the Payee a late charge of five percent (5.00%) of such unpaid installment as a late payment charge, such late charge to be -4- FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 immediately due and payable without demand by the Payee. Notwithstanding anything to the contrary, allpayments due under thisNote, the Loan Agreement and the Loan Documents shall be made by means of wire transfer to the order of Payee, as directed by Payee, and Payee shall have the absolute right to reject any payment not made by wire transfer. In addition, Maker shall pay to Payee the sum of $2,500.00 for any payment which is returned for any reason by Maker's bank unpaid. 7. Subject to Payee's due diligence review and completion of a credit check, satisfactory to Payee in itssole discretion, and provided that: (a) thisNote and the Other Security Documents are in full force and effect and there exists no Event of Default at the time of the giving of Maker's notice to extend, (b) Maker has made all Monthly Payments in accordance with the terms and conditions hereof, and (c) with respect to the Second Extended Term (as defined below) only, Maker shall have prepaid to Lender a sum equal to the greater of Thirteen Million and 00/100 Dollars ($13,000,000.00) or the Minimum Release Remittance (as defined in the Forbearance Agreement, which is defined in the Loan Agreement), which Lender shall apply to the Loan, the First Land Loan, the Second Land Loan, the Building Loan, or the Project Loan, in such order and priority as Lender shall determine in its sole discretion, then Maker shall have the option, upon providing written notice to Payee (in the manner provided in the Loan Agreement) to extend the term of this Note for two (2) additional periods of three (3) months each (respectively, the "First Term," Term," Extended and the "Second Extended and, individually or collectively, as the context may require, the "Extended Term"). Maker's notice must be received by Payee no later than fifteen (15) days prior to the then-applicable Maturity Date, time being of the essence with respect thereto in each and every instance. Any extension of the tenn as set forth herein shall be on the same terms and conditions of this Note and the Other Security Documents, except as otherwise provided in this Note and the Other Security Documents. Notwithstañdiñg anything herein to the contrary, the term of this Note may not be extended unless, simultaneously with such extension, the Termination Date (as defined in the Forbearance Agreement) with respect to the First Land Loan, the Building Loan, the Project Loan, the Land Note, the Building Note, and the Project Note, and the Maturity Date with respect to the Second Land Loan and the Second Land Loan Note (as such terms are hereinafter defined) are also extended in accordance with terms of the Forbearance Agreement and the Second Land Loan Documents, respectively, such that the Termination Date of the Forbearance Period (as defined in the Forbearance Agreement) applicable to the First Land Loan, the Building Loan, and the Project Loan, and the Maturity Date of the Second Land Loan and the Second Land Note, shall be coterminous with the Loan. 8. Maker acknowledges and agrees that Mortgage Borrower is required to pay the Exit Fee, Funding Losses, and allother fees, costs, and expenses set forth in the First Land Loan Documents, the Building Loan Documents, and the Project Loan Documents (as such terms are defined therein). 9. Notwithstanding anything to the contrary contained herein, except for the prepaymeñt described in Section 7(c) above, the Principal Balance of this Note may not be prepaid by Maker unless, simultaneously with such prepayment, the following is also prepaid in full: (a) that certain loan originated as of December 6, 2017 (the "First Land Loan") in the principal amount of $17,730,000.00 from PROPHET MORTGAGE OPPORTUNITIES LP (the "Original Mortgage Lender"), to HELLO NOSTRAND LLC, a New York limited liability company (the - 5 - FILED: ROCKLAND COUNTY CLERK 08/17/2021 07:20 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 08/17/2021 "Mortgage Borrower"), as evidenced by that certain Amended, Restated and Consolidated Senior Loan Promissory Note dated as of December 6, 2017 (the "First Land Note") in the principal amount of $17,730,000.00 executed by Mortgage Borrower in favor of Original Mortgage Lender, and as secured by that certain CGasolidation, Extension and Modification of Senior Loan Mortgage, Assigñmeñt of Leases and Rents, Security Agreement and Fixture Filing executed by Mortgage Borrower in favor of Original Mortgage Lender in the principal amount of $17,730,000.00 and encumbering the property owned by Mortgage Borrower located at 1580 Nostrand Avenue, Brooklyn, New York 11226 (the "Property"), as well as all guarantees, pledges, and other documents executed in ennnedion therewith (the "First Land Loan Documents"), which First Land Loan was assigned by an Assignment of Consolidation, Extension and Modification of Senior Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Senior Loan Collateral Assignment of Leases and Rents dated June 7, 2019 by Original Mortgage Lender to 1580 NOSTRAND AVE LLC, a Delaware limited liability company (collectively, together with its successors and/or assigns, the "Mortgage Lender"); (b) that certain building loan originated as of December 6, 2017 (the "Building Loan") in the principal amount of $39,770,000.00 from Original Mortgage Lender to the Mortgage Borrower, as evidenced by that certain Building Loan Promissory Note dated as of December 6, 2017 (the "Building Note") in the principal amount of $39,770,000.00 executed by Mortgage Borrower in favor of Original Mortgage Lender, and as secured by that certain Building Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Mortgage Borrower in favor of Original Mortgage Lender in the principal amount of $39,770,000.00 and encumbering the Property, as well as all guarantees, pledges, and other documents executed in connection therewith (the "Building Loan Documents"), which Building Loan was assigned by an Assignment of Building Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Senior Loan Collateral Assignment of Leases and Rents dated June 7, 2019 by Original Mortgage Lender to Mortgage Lender; (c) that certain project loan originated as of December 6, 2017 (the "Project Loan") in the principal amount of $5,500,000.00 from Original Mortgage Lender to the Mortgage Borrower, as evidenced by thatcertain Project Loan Promissory Note dated as of December 6, 2017 (the "Project Note") in the principal amount of $5,500,000.00 executed by Mortgage Borrower in favor of Original Mortgage Lender, and as secured by that certain Project Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Mortgage Borrower in favor of Original Mortgage Lender in the principal amount of $5,500,000.00 and encumbering the Property, as well as all guarantees, pledges, and other documents execute