Preview
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018
P M R E
AAccount'
Principal-A aLöan Date a ½Maturitye Loan o an / cou½ - -
e - v CHAMYAN LLC
$540 000.00a 08-282012 08:2842022. ':«e,
': w e0s3/L76e 0081162s4603
Referencesin the boxes above
are for
Lender'suse onlyand do not limit of this document
the applicability to any Promissory Note
item "***"
above containing has been omitteddue to text
length
limitations.
Any
Borrowerf CHAMYAN LLC Lender: PNC Bank, National
Asso simon
mame.ao a.sonsonnaian
A OVERING STREET BusinessBanking
BRONX, NY 10461 340 Madison Avenue
New York, NY 10173
Principal Amount: $540,000.00 Date of Nom: mum 4,w,,,m
PROMISE TO PAY. To repay CHAMYAN Borrower"
LLC (" promisesto to PNC National
Association(" Lender"or
Borrowers loan, ("Borrower") pay Bank, ("Lander"),
order,in lawful
money of the United
Statesof Arnerica,
the principal
amount of Five HundredForty Thousand8 00/100 Doitars ($540,000.00),
togetherwith intereston theunpaid principalbalancefrom August 28, 2012, calculated
as describedinthe "INTEREST CALCULATION
METHOD"
paragraphusingan interest
rateof 5.590% per annum based on a year of 360
days,untilpaid in full.
The Interest
rate may change
under the terms of the "lNTEREST
and conditions AFTER DEFAULT" section.
PAYMENT. Borrowerwillpay this regular
loan in 119 payments of $3,766.95each and one Irregular
lastpayment estimatedat $348 2.65.
Borrowers firstpayment is due September 28, 2012, and allsubsequent payments are due on the same day ofeach mentor that.
Borrowers final
payment willbe due on August 28,2022, and willbe forall principal
and all accrued
Interest
not yetpaid. Payments include
principal
and interest.
Unlessotherwiseagreed or required
by applicable
law,payments willbe applied
first
to any unpaid collection
costs;then
then to any accrued
to any late charges; unpaid and then
Interest; to principal.
Borrower will
pay Lender at Landersaddressshown above or at
such otherplace as Londer may designate
In writing.
INTEREST CALCULATION METHOD. Intereston thisNoteIs computed on a 365/360 basis;thatis, the
by applying of the
ratio interest
rate
over a yearof 360 days, multiplied
by the outstandingprincipal
balance,multiplied
by the actualnumber ofdays the principal
balanceis
outstanding.All Interest
payableunder this
Note Is computedusing this
method.
PREPAYMENT PENALTY. Upon prepayment of this
Note,Lander Is entitled prepayment
to the following penalty:The Borrower shall have the
to'
righttoprepay theIndebtedness·hereunderat anytimeand from time totime,In wholeor in part;
provided,however,that If this
Note bears
Rate" upon
Interest
at a fixed
rate(the"Fixed Rate"),notwithstanding
anythingcontainedhereinto thecontrary, any suchprepayment by Borrower
(whether on default,
voluntary, or the
otherwise), Borrower upon
shall, demand by Lander,pay Landeras compensation forthecost ofbeing
preparedto advancefixedrate funds
hereunder,an amount of Prepayment.
equal to the Cost "Cost of Prepayment"means an amount equal to
threepercent(3.00%) of theprincipal
amount beingprepaid. The Costof Prepaymentshall also apply to any payments
made afteracceleration
of thematurityofthisNote whilea FixedRate is in effect.
Subject to Borrower
the.foregoing, may pay all or a portion
of theamount owed
earlier
thanIt Is due.
Except forthe foregoing,
Borrower may pay all or a portion
of the amountowed earlier than
it Is due,
Early paymentswill
not,unlessagreed to by Lender in writing,
relieveBorrowerofBorrowers obligation
to continue
to make payments under the paymentschedule.
Rather,early paymentswill
reduce theprincipal
balancedue and may result
in Borrowersmaking fewerpayments. Borroweragrees not to send
Lander payments marked "paid in full",
"without recourse",orsimilarlanguage. IfBorrower sendssuch a payment, Lander may accept it
without losing any of Lenders under
rights thisNote,and Borrowerwillremainobligatedto pay any further
amount owed to Londer.All written
communications concerningdisputedamounts, includingany check or otherpayment instrumentthatindicatesthatthepayment constitutes
"payment in full"
of the amountowed or that
is tendered
with other or limitations
conditions or as full
satisfaction
of a disputed
amount must be
mailed or delivered
to:PNC Bank, National
Association,Attn: Doc Prep/Operations
Department - BBCAC, 8800 TinicumBoulevard1st Floor
PA
Philadelphia, 19153.
LATE CHARGE. If a paymentis15 days or more late,Borrowerwillbe charged 5,000% of the scheduled
regularly payment or $100.00,
whichever is less.
INTEREST AFTER DEFAULT. Upon default, failure
including to pay upon final
maturity,the interest
rate on this
Note shall be increased
by 5.000
percentagepoints.However, in no event
willthe interest
rate exceedthe maximum interest
rate limitations
under applicable
law.
DEFAULT. Each of the following
shall constitute
an event ("
("Event
of default of Default")
under this
Note:
Payment Default.Borrowerfallsto make any paymentwhen due.
Other Defaults.Borroweror Grahtorfalls
to complywith or toperformany otherterm, covenant
obligation, or condition
containedin this
Note or in any of
the related
documents or to complywith or to perform
any term, covenant
obligation, or condition
containedin any other
agreement between Lender and Borrower.
DefaultIn Favor of Third
Parties.Borrower or anyGrantor defaults
under any loan,extensionofcredit,
securityagreement,purchase or
or any other
sales agreement, agreement,in favor
of any othercreditor
or personthatmay affect
materially any ofBorrowers propertyor
Borrower's to repay this
ability Note or perform
Borrower's under this Note or any of the related
obligations documents.
False Statements.Any warranty,representation
or statementmade or furnished
toLender by Borrower behalf under this
or on Borrower's
Note or the related
documents is false
or misleading
in anymaterial either
respect, now or at the time
made or furnished
or becomes false
or misleading thereafter.
at any time
Death orInsolvency. The dissolution
ofBorrower of
(regardless whether to
election continueis made),any member withdraws from
Borrower,or anyother termination
of Borrowers existenceas a goingbusinessor thedeathofany member, theinsolvencyofBorrower,
the appointmentof a receiver
for any part
ofBorrower'sproperty,any assignment of creditors,
for the benefit any typeof creditor
workout,
or the commencement of any proceeding
under any bankruptcy
or insolvency
laws by or against
Borrower.
Creditoror Forfolture
Proceedings. Commencement offoreclosureorforfeiture
proceedings,whether by judicial
proceeding,self-help,
repossessionorany other method, by anycreditorofBorrower or by anygovernmental agency againstany collateral
securingthe loan.
ThisIncludesa garnishmentofany of Borrower'saccounts, deposit
including accounts,with Lender.However, thisEvent ofDefaultshall
not applyif there
is a good
faithdisputeby Borroweras tothe validity
or reasonablenessofthe claimwhich is the basis of
the creditor
or
forfeiture and if Borrower
proceeding givesLender written
noticeof the creditor
or forfeiture
proceedingand depositswithLender monies or
a suretybond forthe creditor
or forfeiture
proceeding,inan amount determinedby Lender, initssole as being
discretion, an adequate
reserve or bond for the dispute.
Events AffectingGuarantor. Any of the precedingevents occurs with respectto any Guarantorof any of theindebtednessor any
Guarantor diesor becomes incompetent,or revokes ordisputes thevalidityof,or under,
liability any ofthe indebtedness
guaranty
evidencedby thisNote. In the event
of a death,Londer,atits option,
may,but shallnotbe required
to,permitthe Guarantor'sestateto
sssuine the
unconditionally obligations
arisingunderthe guarantyfn a manner to
satisfactory Lender,
snd, in doingso, cure any
Event of
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018
PROMISSORY NOTE
Loan No: 016083024 (Continued) Page 2
Default.
Adverse Change. A materialadverse change occursin Borrower'sfinancial or
condition, Lenderbelievesthe prospectof payment or
performanceof this Note is impaired.
Insecurity,
Lender in good faith itself
believes insecure,
LENDER'S R1GHTS. Upon default,Landermay declarethe entireunpaid balance
principal on thisNote and allaccrued unpaid interest
immediatelydue, without
notice,and thenBorrowerwillpay that amount.
ATTORNEYS' or pay someone this
else to help collect Noteif Borrowerdoes notpay. Borrower will
FEES: EXPENSES. Lender mayhire pay
attorneys'
Lender that
amount. subject
This includes,
attorneys'
toany limits
under applicable
law,Lender's feesand Lander'slegal expenses,
whetheror
not thereis a lawsuit,
including fees,expenses forbankruptcyproceedings efforts
(including to modifyor vacateany automaticstay
or injunction),
appealsand anyanticipatedpost-judgementcollection
services.If not
prohibited
by applicable
law, Borrower also will
pay any
courtcosts, to all other
in addition sums providedby law.
WAIVER OF JURY TRIAL THE BORROWER IRREVOCABLY WAlVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION
WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE
FOREGOING WAlVER IS KNOWING AND VOLUNTARY.
GOVERNING LAW. This Note will
be governedby federal
law to Lander and, to the extent
applicable notpreempted by federal
law,the lawsof
the State
of New York withoutregard to Its conflicts
of law provisions.
This Note has been accepted
by Lander In the State
of New York.
CHOICE OF VENUE. if there is a lawsuit,
Borroweragrees upon Londersrequestto submitto the jurisdiction of
of the courts New York County,
Stateof New York.
RIGHT OF SETOFF. In addition
toall liens
upon and rightsof setoff
againstBorrower'smoney, or other
securities propertygivento Lender by
law, Landershallhave,with respectto Borrower'sobligations
to Lenderunder thisNote and tothe extentpermittedby law, a contractual
possessorysecurityinterest
in and a contractual
right
of setoff
against,and Borrowerhereby assigns,
conveys, pledges
delivers, and transfers
to Londerall of Borrowers and interest
title
right, in and to,
all of
Borrowers moneys,
deposits, securities
and otherpropertynow or hereafter
in thepossessionofor on deposit
with,or in transit
to,Lender or anyotherdirector indirect of
subsidiary The Services
PNC Financial Group,
Inc.,whether heldin a general
or specialaccount ordeposit,whether heldjointlywithsomeone else,orwhether heldforsafekeepingor
otherwise,excluding,
however, and trust
all IRA, Keogh, accounts. Every suchsecurityinterest
and right
of setoffmay be exercisedwithout
demand upon or notice
to Borrower. Every suchright shall be deemed to have been exercised
of setoff Immediatelyupon the occurrenceofan
Event ofDefault
hereunder without
any actionof Londer may enter
Lender, although such setoff
on its books
and recordsat a later time.
COLLATERAL Borrower acknowledges thisNote is securedby thefollowingcollateral
describedin thesecurityInstrumentlistedherein:
a
Mortgage or Deed ofTrust toa trusteein favorofLender on real property
locatedin BRONX County,State ofNew York. If there
isany
between
inconsistency the terms of this
and conditions Note and the terms of the collateral
and conditions documents, the termsand conditions
of this
Note shall prevail.
FINANCIAL INFORMATION PROVISION. Borrower agrees todeliverany financial
and otherbusiness informationconcerning8orrower that
Lander may requestfrom time totime, such as annualand interimfinancial
statements(all
of which shallbe preparedin accordancewith
accepted
generally accounting and federal
principles) income tax returns.
DEPOSITORY. Borrower willestablish
and maintain,
with Lender,Borrower'sprimary account(s).
depository If Borrower
fails to establish
and/or
maintainits primary
depositoryaccount(s)withLonder,Lender may, at its option,
upon thirty
(30) days to
notice Borrower,increase
the interest
rate payable
by Borrowerunder this
Note by up to1.00 percentagepoints(1.00%). Lenders right the
to increase interest
rate pursuant
to this
paragraphshall be in addition
to any other
rightsor remediesLendermay have under this
Note, all of
which are hereby and shall
reserved, not
constitute
a waiver,release or limitation
upon Lander's of any such rights
exercise or remedies.
AUTOMATIC DEBLTOF PAYMENTS. The Borrower the Londer to charge
hereby authorizes the Borrower'sdepositaccountat the Lender for
any
payment when due hereunder.If theBorrowerrevokes this authorization
for any reason whatsoever
or fails
to maintain
a depositaccountwith
the Lender which
may be charged,the Landermay, at its option,
upon thirty
(30) days notice
to the Borrower,
increase
the interest
rate payable
by the Borrower
under this Note by twenty-five
(25) (0.25%).
basis points
SUCCESSOR INTERESTS, The terms of thisNote shallbe bindingupon Borrower, and upon Borrower's heirs,personalrepresentatives,
successors and shall inure to the benefit
and assigns, of Lender and its successors
and assigns.
USA PATRIOT ACT NOTICE.. To helpthe government fight
the fundingofterrorismand money laundering Federal
activities, law requires
all
financial
institutions
to obtain, and
verify record information
thatidentifies
each Borrower thatopens an account. What this means: when
Barrower opensan account,Lender willaskfor thebusinessname, businessaddress,taxpayer number
identifying and other information
that
willallowLander to identify
Borrower,such as organizational
documents. For somebusinessesand organizations,
Landermay also need to ask
for identifying
Informationand documentation to certain
relating Individuals
associated
with the business
or organization.
GENERAL PROVISIONS. Lander may delayor forgoenforcing
any of Its rights under this
or remedies Notewithout them.
losing Borrowerand
any otherperson who signs,guaranteesor endorsesthisNote, tothe extentallowedby law, waive presentment,demand forpayment, and
noticeofdishonor.Upon any change in the terms
of this
Note,. and unless otherwise stated
expressly in writing,
no party
who signs this
Note,
whether as maker, accommodation
guarantor, maker or endorser,
shall be released from All
liability. such agree that
parties Lender may renew
or extend(repeatedly any length
and for of time)
thisloan or release any party or guarantor
or collateral; fail
or impair, to realize upon or perfect
Lender's interest
security in the and take
collateral; any otheractiondeemed necessary by Lender without
the consentof or notice
to anyone.
Allsuch parties
also agree that
Londer may modify thisloan without
the consentof ornoticeto anyone otherthanthe partywithwhom the
modification
is made. under this
The obligations Note are joint
and several
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018
PROMISSORY NOTE
Loan NO: 016083024 Page 3
(Continued)
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE
TERMS OF THE NOTE. . . -
BORROWER:
CHAMYAN LLC
By: By:
NEAL J UERBAC EMB Ro AMYAN LLC A R. E CH, M A
'I
FRD
LA3GI ver.S40.00405
Landug. Hanans
Copr. ~
Finmund inn.1987. -NYT$CFILPLWEl
201LABAlpeIteeunes FC1R45Mlpg82
Pl42
. .
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018
BUSINESS LOAN AGREEMENT LUe?ef
Security Agreement
I
n ..*CCoult
we . e .-rne.ww.-aw.v.-·m 456tme97-197f-4781>m148-850difQ4af6
Referencesin the boxes
above are for
Lenders use and do not limit of this
the applicability document to ar
only ***"
item above containing has been omitteddue to text
lengthlimitations.
Any
Borrower: CHAMYAN LLC Lender: PNC Bank, National
Asa
1401 A OVERING STREET BusinessBanking
BRONX,, NY 10461 340 Madison Avenue
New York,NY 10173
THIS BUSINESS LOAN AGREEMENT dated August 28, 2012, is made and executed between CHANIYAN LLC and
("Borrower") PNC Bank,
National (" Lender" and conditions.Borrower receivedprior
commercial loans from Landeror has
Association ("Lander")on thefollowingterms has
appliedtoLander fora commercialloan or loans
or otherfinancial
accommodations,includingthosewhich may be described or
on any exhibit
scheduleattachedto this Agreement.Allsuchloans and financial
accommodations,togetherwithall future
loans and financial
accommodations
"Loan" "
from Londer toBorrower,are referred
to Agreement
In this as the
Individually and as the
collectively "Loans Borrowerunderstands
and agrees that: (A) in granting,
renewing, or extendingany Loan, Lender is upon
relying Borrowers warranties,
representations, and
agreements in this
as set forth Agreement, and (B) all such Loans shall be and remain subject
to the terms of this Agreement.
and conditions
TERM. This Agreementshallbe effective
as of August28,2012, and shall continue
in full
force until
and effect such timeas all of Borrower's
Preview
FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018 FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018 P M R E AAccount' Principal-A aLöan Date a ½Maturitye Loan o an / cou½ - - e - v CHAMYAN LLC $540 000.00a 08-282012 08:2842022. ':«e, ': w e0s3/L76e 0081162s4603 Referencesin the boxes above are for Lender'suse onlyand do not limit of this document the applicability to any Promissory Note item "***" above containing has been omitteddue to text length limitations. Any Borrowerf CHAMYAN LLC Lender: PNC Bank, National Asso simon mame.ao a.sonsonnaian A OVERING STREET BusinessBanking BRONX, NY 10461 340 Madison Avenue New York, NY 10173 Principal Amount: $540,000.00 Date of Nom: mum 4,w,,,m PROMISE TO PAY. To repay CHAMYAN Borrower" LLC (" promisesto to PNC National Association(" Lender"or Borrowers loan, ("Borrower") pay Bank, ("Lander"), order,in lawful money of the United Statesof Arnerica, the principal amount of Five HundredForty Thousand8 00/100 Doitars ($540,000.00), togetherwith intereston theunpaid principalbalancefrom August 28, 2012, calculated as describedinthe "INTEREST CALCULATION METHOD" paragraphusingan interest rateof 5.590% per annum based on a year of 360 days,untilpaid in full. The Interest rate may change under the terms of the "lNTEREST and conditions AFTER DEFAULT" section. PAYMENT. Borrowerwillpay this regular loan in 119 payments of $3,766.95each and one Irregular lastpayment estimatedat $348 2.65. Borrowers firstpayment is due September 28, 2012, and allsubsequent payments are due on the same day ofeach mentor that. Borrowers final payment willbe due on August 28,2022, and willbe forall principal and all accrued Interest not yetpaid. Payments include principal and interest. Unlessotherwiseagreed or required by applicable law,payments willbe applied first to any unpaid collection costs;then then to any accrued to any late charges; unpaid and then Interest; to principal. Borrower will pay Lender at Landersaddressshown above or at such otherplace as Londer may designate In writing. INTEREST CALCULATION METHOD. Intereston thisNoteIs computed on a 365/360 basis;thatis, the by applying of the ratio interest rate over a yearof 360 days, multiplied by the outstandingprincipal balance,multiplied by the actualnumber ofdays the principal balanceis outstanding.All Interest payableunder this Note Is computedusing this method. PREPAYMENT PENALTY. Upon prepayment of this Note,Lander Is entitled prepayment to the following penalty:The Borrower shall have the to' righttoprepay theIndebtedness·hereunderat anytimeand from time totime,In wholeor in part; provided,however,that If this Note bears Rate" upon Interest at a fixed rate(the"Fixed Rate"),notwithstanding anythingcontainedhereinto thecontrary, any suchprepayment by Borrower (whether on default, voluntary, or the otherwise), Borrower upon shall, demand by Lander,pay Landeras compensation forthecost ofbeing preparedto advancefixedrate funds hereunder,an amount of Prepayment. equal to the Cost "Cost of Prepayment"means an amount equal to threepercent(3.00%) of theprincipal amount beingprepaid. The Costof Prepaymentshall also apply to any payments made afteracceleration of thematurityofthisNote whilea FixedRate is in effect. Subject to Borrower the.foregoing, may pay all or a portion of theamount owed earlier thanIt Is due. Except forthe foregoing, Borrower may pay all or a portion of the amountowed earlier than it Is due, Early paymentswill not,unlessagreed to by Lender in writing, relieveBorrowerofBorrowers obligation to continue to make payments under the paymentschedule. Rather,early paymentswill reduce theprincipal balancedue and may result in Borrowersmaking fewerpayments. Borroweragrees not to send Lander payments marked "paid in full", "without recourse",orsimilarlanguage. IfBorrower sendssuch a payment, Lander may accept it without losing any of Lenders under rights thisNote,and Borrowerwillremainobligatedto pay any further amount owed to Londer.All written communications concerningdisputedamounts, includingany check or otherpayment instrumentthatindicatesthatthepayment constitutes "payment in full" of the amountowed or that is tendered with other or limitations conditions or as full satisfaction of a disputed amount must be mailed or delivered to:PNC Bank, National Association,Attn: Doc Prep/Operations Department - BBCAC, 8800 TinicumBoulevard1st Floor PA Philadelphia, 19153. LATE CHARGE. If a paymentis15 days or more late,Borrowerwillbe charged 5,000% of the scheduled regularly payment or $100.00, whichever is less. INTEREST AFTER DEFAULT. Upon default, failure including to pay upon final maturity,the interest rate on this Note shall be increased by 5.000 percentagepoints.However, in no event willthe interest rate exceedthe maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event (" ("Event of default of Default") under this Note: Payment Default.Borrowerfallsto make any paymentwhen due. Other Defaults.Borroweror Grahtorfalls to complywith or toperformany otherterm, covenant obligation, or condition containedin this Note or in any of the related documents or to complywith or to perform any term, covenant obligation, or condition containedin any other agreement between Lender and Borrower. DefaultIn Favor of Third Parties.Borrower or anyGrantor defaults under any loan,extensionofcredit, securityagreement,purchase or or any other sales agreement, agreement,in favor of any othercreditor or personthatmay affect materially any ofBorrowers propertyor Borrower's to repay this ability Note or perform Borrower's under this Note or any of the related obligations documents. False Statements.Any warranty,representation or statementmade or furnished toLender by Borrower behalf under this or on Borrower's Note or the related documents is false or misleading in anymaterial either respect, now or at the time made or furnished or becomes false or misleading thereafter. at any time Death orInsolvency. The dissolution ofBorrower of (regardless whether to election continueis made),any member withdraws from Borrower,or anyother termination of Borrowers existenceas a goingbusinessor thedeathofany member, theinsolvencyofBorrower, the appointmentof a receiver for any part ofBorrower'sproperty,any assignment of creditors, for the benefit any typeof creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditoror Forfolture Proceedings. Commencement offoreclosureorforfeiture proceedings,whether by judicial proceeding,self-help, repossessionorany other method, by anycreditorofBorrower or by anygovernmental agency againstany collateral securingthe loan. ThisIncludesa garnishmentofany of Borrower'saccounts, deposit including accounts,with Lender.However, thisEvent ofDefaultshall not applyif there is a good faithdisputeby Borroweras tothe validity or reasonablenessofthe claimwhich is the basis of the creditor or forfeiture and if Borrower proceeding givesLender written noticeof the creditor or forfeiture proceedingand depositswithLender monies or a suretybond forthe creditor or forfeiture proceeding,inan amount determinedby Lender, initssole as being discretion, an adequate reserve or bond for the dispute. Events AffectingGuarantor. Any of the precedingevents occurs with respectto any Guarantorof any of theindebtednessor any Guarantor diesor becomes incompetent,or revokes ordisputes thevalidityof,or under, liability any ofthe indebtedness guaranty evidencedby thisNote. In the event of a death,Londer,atits option, may,but shallnotbe required to,permitthe Guarantor'sestateto sssuine the unconditionally obligations arisingunderthe guarantyfn a manner to satisfactory Lender, snd, in doingso, cure any Event of FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018 PROMISSORY NOTE Loan No: 016083024 (Continued) Page 2 Default. Adverse Change. A materialadverse change occursin Borrower'sfinancial or condition, Lenderbelievesthe prospectof payment or performanceof this Note is impaired. Insecurity, Lender in good faith itself believes insecure, LENDER'S R1GHTS. Upon default,Landermay declarethe entireunpaid balance principal on thisNote and allaccrued unpaid interest immediatelydue, without notice,and thenBorrowerwillpay that amount. ATTORNEYS' or pay someone this else to help collect Noteif Borrowerdoes notpay. Borrower will FEES: EXPENSES. Lender mayhire pay attorneys' Lender that amount. subject This includes, attorneys' toany limits under applicable law,Lender's feesand Lander'slegal expenses, whetheror not thereis a lawsuit, including fees,expenses forbankruptcyproceedings efforts (including to modifyor vacateany automaticstay or injunction), appealsand anyanticipatedpost-judgementcollection services.If not prohibited by applicable law, Borrower also will pay any courtcosts, to all other in addition sums providedby law. WAIVER OF JURY TRIAL THE BORROWER IRREVOCABLY WAlVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAlVER IS KNOWING AND VOLUNTARY. GOVERNING LAW. This Note will be governedby federal law to Lander and, to the extent applicable notpreempted by federal law,the lawsof the State of New York withoutregard to Its conflicts of law provisions. This Note has been accepted by Lander In the State of New York. CHOICE OF VENUE. if there is a lawsuit, Borroweragrees upon Londersrequestto submitto the jurisdiction of of the courts New York County, Stateof New York. RIGHT OF SETOFF. In addition toall liens upon and rightsof setoff againstBorrower'smoney, or other securities propertygivento Lender by law, Landershallhave,with respectto Borrower'sobligations to Lenderunder thisNote and tothe extentpermittedby law, a contractual possessorysecurityinterest in and a contractual right of setoff against,and Borrowerhereby assigns, conveys, pledges delivers, and transfers to Londerall of Borrowers and interest title right, in and to, all of Borrowers moneys, deposits, securities and otherpropertynow or hereafter in thepossessionofor on deposit with,or in transit to,Lender or anyotherdirector indirect of subsidiary The Services PNC Financial Group, Inc.,whether heldin a general or specialaccount ordeposit,whether heldjointlywithsomeone else,orwhether heldforsafekeepingor otherwise,excluding, however, and trust all IRA, Keogh, accounts. Every suchsecurityinterest and right of setoffmay be exercisedwithout demand upon or notice to Borrower. Every suchright shall be deemed to have been exercised of setoff Immediatelyupon the occurrenceofan Event ofDefault hereunder without any actionof Londer may enter Lender, although such setoff on its books and recordsat a later time. COLLATERAL Borrower acknowledges thisNote is securedby thefollowingcollateral describedin thesecurityInstrumentlistedherein: a Mortgage or Deed ofTrust toa trusteein favorofLender on real property locatedin BRONX County,State ofNew York. If there isany between inconsistency the terms of this and conditions Note and the terms of the collateral and conditions documents, the termsand conditions of this Note shall prevail. FINANCIAL INFORMATION PROVISION. Borrower agrees todeliverany financial and otherbusiness informationconcerning8orrower that Lander may requestfrom time totime, such as annualand interimfinancial statements(all of which shallbe preparedin accordancewith accepted generally accounting and federal principles) income tax returns. DEPOSITORY. Borrower willestablish and maintain, with Lender,Borrower'sprimary account(s). depository If Borrower fails to establish and/or maintainits primary depositoryaccount(s)withLonder,Lender may, at its option, upon thirty (30) days to notice Borrower,increase the interest rate payable by Borrowerunder this Note by up to1.00 percentagepoints(1.00%). Lenders right the to increase interest rate pursuant to this paragraphshall be in addition to any other rightsor remediesLendermay have under this Note, all of which are hereby and shall reserved, not constitute a waiver,release or limitation upon Lander's of any such rights exercise or remedies. AUTOMATIC DEBLTOF PAYMENTS. The Borrower the Londer to charge hereby authorizes the Borrower'sdepositaccountat the Lender for any payment when due hereunder.If theBorrowerrevokes this authorization for any reason whatsoever or fails to maintain a depositaccountwith the Lender which may be charged,the Landermay, at its option, upon thirty (30) days notice to the Borrower, increase the interest rate payable by the Borrower under this Note by twenty-five (25) (0.25%). basis points SUCCESSOR INTERESTS, The terms of thisNote shallbe bindingupon Borrower, and upon Borrower's heirs,personalrepresentatives, successors and shall inure to the benefit and assigns, of Lender and its successors and assigns. USA PATRIOT ACT NOTICE.. To helpthe government fight the fundingofterrorismand money laundering Federal activities, law requires all financial institutions to obtain, and verify record information thatidentifies each Borrower thatopens an account. What this means: when Barrower opensan account,Lender willaskfor thebusinessname, businessaddress,taxpayer number identifying and other information that willallowLander to identify Borrower,such as organizational documents. For somebusinessesand organizations, Landermay also need to ask for identifying Informationand documentation to certain relating Individuals associated with the business or organization. GENERAL PROVISIONS. Lander may delayor forgoenforcing any of Its rights under this or remedies Notewithout them. losing Borrowerand any otherperson who signs,guaranteesor endorsesthisNote, tothe extentallowedby law, waive presentment,demand forpayment, and noticeofdishonor.Upon any change in the terms of this Note,. and unless otherwise stated expressly in writing, no party who signs this Note, whether as maker, accommodation guarantor, maker or endorser, shall be released from All liability. such agree that parties Lender may renew or extend(repeatedly any length and for of time) thisloan or release any party or guarantor or collateral; fail or impair, to realize upon or perfect Lender's interest security in the and take collateral; any otheractiondeemed necessary by Lender without the consentof or notice to anyone. Allsuch parties also agree that Londer may modify thisloan without the consentof ornoticeto anyone otherthanthe partywithwhom the modification is made. under this The obligations Note are joint and several FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018 PROMISSORY NOTE Loan NO: 016083024 Page 3 (Continued) PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. . . - BORROWER: CHAMYAN LLC By: By: NEAL J UERBAC EMB Ro AMYAN LLC A R. E CH, M A 'I FRD LA3GI ver.S40.00405 Landug. Hanans Copr. ~ Finmund inn.1987. -NYT$CFILPLWEl 201LABAlpeIteeunes FC1R45Mlpg82 Pl42 . . FILED: NEW YORK COUNTY CLERK 02/02/2018 04:47 PM INDEX NO. 650546/2018 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 02/02/2018 BUSINESS LOAN AGREEMENT LUe?ef Security Agreement I n ..*CCoult we . e .-rne.ww.-aw.v.-·m 456tme97-197f-4781>m148-850difQ4af6 Referencesin the boxes above are for Lenders use and do not limit of this the applicability document to ar only ***" item above containing has been omitteddue to text lengthlimitations. Any Borrower: CHAMYAN LLC Lender: PNC Bank, National Asa 1401 A OVERING STREET BusinessBanking BRONX,, NY 10461 340 Madison Avenue New York,NY 10173 THIS BUSINESS LOAN AGREEMENT dated August 28, 2012, is made and executed between CHANIYAN LLC and ("Borrower") PNC Bank, National (" Lender" and conditions.Borrower receivedprior commercial loans from Landeror has Association ("Lander")on thefollowingterms has appliedtoLander fora commercialloan or loans or otherfinancial accommodations,includingthosewhich may be described or on any exhibit scheduleattachedto this Agreement.Allsuchloans and financial accommodations,togetherwithall future loans and financial accommodations "Loan" " from Londer toBorrower,are referred to Agreement In this as the Individually and as the collectively "Loans Borrowerunderstands and agrees that: (A) in granting, renewing, or extendingany Loan, Lender is upon relying Borrowers warranties, representations, and agreements in this as set forth Agreement, and (B) all such Loans shall be and remain subject to the terms of this Agreement. and conditions TERM. This Agreementshallbe effective as of August28,2012, and shall continue in full force until and effect such timeas all of Borrower's