Preview
FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
Exhibit “D”
FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
Lena Paxos
From: Lena Paxos
Sent: Friday, November 11, 2022 12:17 PM
To: Jennifer Monacelli
Cc: Kristen Cavatassi; Jeffrey DeVoesick
Subject: RE: Escrow for TECs and SDNAs
Attachments: TENANT ESTOPPEL LETTER - Beer World (002).docx; SNDA - Beer World (002).docx
Jennifer,
I made a minor correction to the TEC and SDNA for beer world. The loan amount is 3,200,000 instead of
3,500,000.00. See attached.
Respectfully,
Lena E. Paxos, Esq.
55 Old Turnpike Road
Suite 502 · Nanuet, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@CondonPaxos.com
website: www.CondonPaxos.com
CONFIDENTIALITY NOTE: THIS EMAIL AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU
ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYING, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS
PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETE THIS
COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION
.
IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE
BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE!
From: Jeffrey DeVoesick
Sent: Thursday, November 10, 2022 3:43 PM
To: Lena Paxos ; Jennifer Monacelli
Cc: Kristen Cavatassi
Subject: RE: Escrow for TECs and SDNAs
Importance: High
Lena,
I think the request for almost $40,000 to be held in escrow for the TEC/SNDA issues is excessive. Seller has agreed to
release the full amount of the Beer World 16 months of rent plus the remaining prorated rent for November and
December 2022 post closing‐period. Per the PSA, the only holdback was to be the amounts of the security deposits. I
understand that there are no security deposits being held. Seller has never misrepresented to either buyer or the
brokers that there are in fact deposits being held. The initial rent rolls provided I am sure did not indicate that there
were any security deposits.
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FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
I believe that there is little risk that Seller won’t comply with providing the seller affidavit in the event that buyer is
unable to secure EC/SNDA’s in the next 30 days.
The greatest concern for buyer’s lender is that these leases are subordinated to the mortgage. Every lease expressly
provides that it is in fact subordinated to the mortgage.
See my comments below on each of the outstanding SNDA/EC by tenant.
1. Advance Auto $6,732.92 – Section 23 pages 31 and 32 of the lease provides for subordination, non‐disturbance
and attornment. Is there any provision you or your lender can’t live with? I understand that you have been
communicating with the tenant counsel directly. Do you have any concerns given your discussions with the
tenant thus far? This tenant has been a tenant of the plaza for 27 years. Also, rent started at $5,366.66 per
month, not the current monthly rental amount of $6,732.92.
2. Armed Forces $4,790 – Section 26 of the lease provides for subordination. I am being told that we will have the
signed SNDA/EC back the beginning of next week. Are there any provisions in Section 26 that either Buyer or
Lender can’t live with?
3. Columbia Wash and Dry $2,500 – Section 12 of the lease provides for the subordination and even goes so far as
to authorize lessor to sign for tenant as their attorney in fact if tenant doesn’t sign. That being said I do believe
that it will be forthcoming. Initial rent was $2,100 per month not $2,500.
4. Dominos $1,500 – Tenant has provided.
5. Mavis $5,625 – Tenant has provided their comments. Are there any comments you find objectionable?
6. Beer Store Lease $4,250 – they haven’t taken possession. The lease is clear as to subordination. Clearly, seller
would be willing to provide affidavit. Are there any provisions of the subordination paragraph that your lender
is concerned about?
7. Big Lots $10,588.88 – request has been made that tenant has no option to purchase. The title work never
turned up any right to purchase. The lease and 4 amendments contain no right to purchase. What concerns
does lender or buyer have with the subordination section 18 of the lease.
8. Rent‐a‐center $3,333.33 – they have provided their corporate form. What issue does your lender or buyer have
with the form?
I can see if my client would agree to an escrow of something far less than the $40,000. Issue with the escrow is that as
you know seller is conducting a 1031 exchange and the escrowed funds would not be eligible for the exchange.
From: Lena Paxos
Sent: Thursday, November 10, 2022 2:17 PM
To: Jennifer Monacelli
Cc: Kristen Cavatassi ; Jeffrey DeVoesick
Subject: RE: Escrow for TECs and SDNAs
Importance: High
Hi Jennifer,
I will review the comments and get back to you. In the meantime, can we agree to the $39,320.93 escrow
fund? I know we agreed on the 708.33 beer lease credit adjustment. I want to wire the remaining
$52,952.98 funds to your office.
Remaining Balance: 92,982.24
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FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
Beer Lease Credit: - 708.33
Escrow Fund: - 39,320.93
___________________
$52,952.98
Please advise.
P.S. are you going to respond to my email regarding the affirmative representation that there is no
written consent to sublease the Plaza Diner?
Thank you.
Respectfully,
Lena E. Paxos, Esq.
55 Old Turnpike Road
Suite 502 · Nanuet, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@CondonPaxos.com
website: www.CondonPaxos.com
CONFIDENTIALITY NOTE: THIS EMAIL AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU
ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYING, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS
PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETE THIS
COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION
.
IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE
BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE!
From: Jennifer Monacelli
Sent: Thursday, November 10, 2022 9:56 AM
To: Lena Paxos ; Jeffrey DeVoesick
Cc: Kristen Cavatassi
Subject: RE: Escrow for TECs and SDNAs
Hi Lena – see my comments below in red.
Thanks!
Jennifer Monacelli, Law Clerk
jmonacelli@morgdevo.com
www.morgdevo.com
Morgenstern DeVoesick PLLC
1080 Pittsford Victor Road
Suite 200
Pittsford, New York 14534
585‐672‐5500 PHONE
585‐563‐2311 FAX
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FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
The information contained in this communication is confidential, may be subject to the attorney‐client privilege, and is intended only
for review and use by the addressee. It is the property of the sender. Unauthorized use, disclosure or copying of this communication
or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us
immediately by return e‐mail, and destroy this communication and all copies thereof, including all attachments. Alternatively, please
call the above‐named sender at 585‐672‐5500.
BEWARE OF CYBER/WIRE TRANSFER FRAUD: Last minute phone calls or emails changing wire instructions or asking you to wire money
may be fraudulent. Our wiring information never changes. If you receive any phone call or email suggesting a different method of
providing funds, contact our office using a known reliable number. DO NOT use any phone numbers or e‐mail addresses contained in
any suspicious e‐mail or phone call. If you have the slightest concern we strongly suggest that you contact our office and speak to the
individual attorney or paralegal handling your file to verbally confirm our wire instructions.
IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax
advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the
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transaction or matter addressed herein.
From: Lena Paxos
Sent: Wednesday, November 9, 2022 1:01 PM
To: Jeffrey DeVoesick
Cc: Kristen Cavatassi ; Jennifer Monacelli
Subject: Re: Escrow for TECs and SDNAs
Importance: High
Hello again,
As it stands right now, the following SDNAs and TECs are either missing or not approved by the bank:
1. Advanced Auto Parts: $6,732.92 – as of 10/24 we were under the impression that you were
communicating with their counsel directly
2. Armed Forces: $4790.80 – documents were sent to the Chief of Real Estate on 11/4; they require 7
days to review from there
3. Columbia Wash & Dry: $2,500.00 – the attorney was supposed to send directly; this tenant has the
same attorney as Dominos and the attorney sent Domino’s to me directly yesterday, so I will
follow up with him now
4. Dominoes: $1,500.00 – attached – please note the tenant exercised their option to renew, reflected
on the TE
5. Mavis Discount Tire: $5,625.00 – we forwarded you their comments and provided you with their
attorney’s contact information on 10/25
6. Beer Store: $4,250.00 – draft attached
7. Big Lots: $10,588.88 – I’ve requested that the TEC be amended to include language that tenant has
no option to purchase. Re: the SNDA, corporate tenants use their own forms.
8. Rent a Center: $3,333.33 – SNDA and TE have been provided. Corporate tenants use their own
forms.
One month’s rent is typically the framework for security deposit. We propose that the escrow fund reflect
the same. Escrow Fund: $39,320.93.
Please let me know your thoughts. I would like to come to an agreement and initiate the final wire.
Thanks!
Respectfully,
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FILED: ROCKLAND COUNTY CLERK 02/10/2023 12:33 PM INDEX NO. 030709/2023
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 02/10/2023
Lena E. Paxos, Esq.
55 Old Turnpike Road
Suite 502 · Nanuet, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@CondonPaxos.com
website: www.CondonPaxos.com
CONFIDENTIALITY NOTE: THIS EMAIL AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU
ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYING, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS
PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETE THIS
COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION
.
IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE
BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE!
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