Preview
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
EXHIBIT C
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
2018 LI-LIN REALTY LLC
$500,000.00
September 30, 2021
LOAN AGREEMENT
This Loan Agreement (the "Agreement") made as of September 30, 2021 by and between
FLATIRON REALTY CAPITAL LLC, a New York limited liability company having an address at
150 Great Neck Road, Suite 102, Great Neck, NY 11021 ("Lender") and 2018 LI-LIN REALTY
LLC, a New York limited liability company having an office at 67-26 54th Avenue, Maspeth, NY
11378.
WITNESSETH
WHEREAS, Borrower has requested that Lender make two loans to Borrower, the first, a land loan to
refinance the Mortgaged Property, in the amount of Five Hundred Thousand and 00/100 dollars
($500,000.00) (the "Loan"), subject to and upon the terms and conditions hereinafter contained, which is
evidenced by the Commercial Note made by Borrower in favor of Lender dated September 30, 2021 (as
same may be amended, restated, or modified from time to time, the "Note"), secured by that certain
Commercial Mortgage, Security Agreement and Fixture Filing (the "Mortgage") made by Borrower in
favor of Lender and which Mortgages encumbers the premises known as 63-86 Wetherole Street, Rego
Park, NY 11374 (the "Mortgaged Property"), and guaranteed by Jie Li, individually (the "Guarantor") in
that certain Commercial Guaranty (the "Guaranty") and second, a building loan, to fund the construction
of the planned improvements on the Mortgaged Property, which is evidenced by that certain BL Note and
BL Agreement (this Agreement, the Note, the Mortgage, the Guaranty, BL Agreement, the BL Note, BL
Mortgage and BL Guaranty and any other documents or agreements given to Lender by Borrower or any
guarantor in connection with the Land Loan or Building Loan whether or not specifically set forth herein,
as each may be amended, restated or modified from time to time, may hereinafter be collectively referred
to as the "Loan Documents"); and
WHEREAS, Lender has agreed to make the Loan to Borrower on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions
hereinafter set forth, Borrower and Lender hereby agree as follows:
ARTICLE 1: THE LOAN
1.01 Loan.
(a) Subject to all terms and conditions of this Agreement, Lender shall lend said
Five Hundred
Thousand and 00/100 dollars ($500,000.00) is also sometimes referred to herein
as the "Maximum Principal Amount".
(b) The initial Loan term shall be until September 30, 2023 ("Loan Maturity Date"),
such date being twelve (12) months from the date of Closing.
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
(c) Advances made pursuant to this Section 1,01 shall be evidenced by the Note, and
'Obligations."
shall be referred to as the The aggregate of such advances under the Loan shall not
exceed said Maximum Principal Amount.
(d) Subject to a fmal closing statement prepared by Lender's counsel and executed by
Borrower (the "Closing Statement"), the Loan proceeds shall be disbursed as follows:
(1) The sum of Fifty Four Thousand and 00/100 dollars ($54,000.00) shall be
disbursed on behalf of Borrower and simultaneously paid to Lender as a fully
earned, non-refundable fee (the "Fee") in consideration of Lender's
commitment to make the Loan on the terms and conditions stated herein. In
no event shall the Fee be applied or credited in reduction of any principal,
interest, or other sum payable hereunder;
(2) The sum of One Hundred Forty Nine and 31/100 dollars ($149.31) shall
be disbursed by Lender on behalf of Borrower and simultaneously paid to
Lender (the "Prepaid Interest") which shall be credited against interest
payments due under the terms of the Note, as such interest payments become
due; and
(3) The sum of Two Thousand and 00/100 dollars ($2,000.00) shall be
disbursed by Lender on behalf of Borrower and simultaneously paid to
Lender (the "Title Review Fee"); and
(4) The sum of Five Thousand and 00/100 dollars ($5,000.00) shall be
disbursed by Lender on behalf of Borrower and simultaneously paid to
Lender (the "Feasibility Fee"); and
(5) The sum of Three Thousand and 00/100 dollars ($3,000.00) shall be
disbursed by Lender on behalf of Borrower and simultaneously paid to
Lender (the "Application Fee"); and
(6) The sum of Three Thousand Five Hundred and 00/100 dollars
($3,500.00) shall be disbursed by Lender on behalf of Borrower and
simultaneously paid to Lender (the "Appraisal Fee"); and
(7) The sum of One Thousand Seven Hundred Fifty and 00/100 dollars
($1,750.00) shall be disbursed by Lender on behalf of Borrower and
simultaneously paid to Lender (the "Doc Prep Fee"); and
(8) The sum of One Thousand Five Hundred and 00/100 dollars ($1,500.00)
shall be disbursed by Lender on behalf of Borrower and simultaneously paid
to Lender (the "New Investor Onboarding Fee"); and
(9) The sum of Nine Hundred Ninety Five and 00/100 dollars ($995.00) shall
be disbursed by Lender on behalf of Borrower and simultaneously paid to
Lender (the "Environmental Fee"); and
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
(10) The sum of Two Thousand and 00/100 dollars ($2,000.00) shall be
disbursed by Lender on behalf of Borrower and simultaneously paid to
LaRocca, Hornik, Rosen & Greenberg, LLP, in payment of its legal fees.
Payments of interest only, in arrears, shall be due from Borrower on the first
day of each and every month commencing on November 01, 2021 and
running through the Maturity Date
30, of September
2023, as more
particularly set forth in the Note, In the event Borrower fails to make a
payment within ten (10) days of the date such payment becomes due, Lender
shall have the option, exercisable in its sole discretion, to require interest
payments to be paid weekly, in arrears, on the Wednesday of each week
during the term of the Loan.
1.02 Use of Proceeds. Borrower agrees that the Loan proceeds disbursed to Borrower will be
used only for refinance and renovation of the property located at 63-86 Wetherole Street, Rego Park,
NY 11374 (the "Property"),
1.03 Conditions Precedent to Lender's Obligations. Lender shall not be obligated to make the
Loan hereunder unless Lender shall have received the following, all in form and substance satisfactory to
the Lender in all respects:
Land Loan:
(a) the Note, duly executed by Borrower;
(b) the Mortgage, duly executed by Borrower;
(c) this Agreement, duly executed by Borrower;
(d) the Guaranty, duly executed by the Guarantor;
(e) the Collateral Assignment of Leases and Rents on the Property, duly executed by
Borrower;
(f) the Collateral Assignment of Contracts, Plans, Permits, & Approvals on the Property,
duly executed by Borrower;
(g) the Environmental Indemnity Agreement on the Property, duly executed by Borrower
and Guarantor;
(h) the Document Re-Execution Agreement, duly executed by Borrower and Guarantor;
(i) the Closing Statement, duly executed by Borrower;
Building Loan:
(j) the BL Note, duly executed by Borrower;
(k) the BL Mortgage, duly executed by Borrower;
(1) the BL Agreement, duly executed by Borrower;
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
(m) the Building Guaranty, duly executed by Borrower;
(n) certificates of insurers, or other evidence satisfactory to Lender, indicating that
Borrower and Guarantor have obtained the policies of insurance as are required under the terms of the
Mortgages;
(0) a paid title insurance policy (without survey exception) in the full amount of the Loan
issued by a title insurance company acceptable to Lender ("Title Insurance Company") and insuring the
Mortgages as a valid first lien on the Mortgaged Properties, with such endorsements as Lender shall
require and subject to the permitted exceptions identified in the Mortgages;
(p) UCC-1 financing statements required to evidence or perfect Lender's security interest
in the personal property affixed to the Mortgaged Properties;
(q) an appraisal of the Mortgaged Properties;
(r) financial statements and tax returns for Borrower, and the Guarantor;
(s) evidence of a search of the public records which discloses no conditional sales
contracts, chattel mortgages, leases of personality, financing statements or title retention agreements filed
or recorded against the Borrower or the Mortgaged Property;
(t) a survey of the Mortgaged Property pmpared in accordance with the "Minimum
Surveys"
Standard Detail Requirements for ALTA and ACSM Land Title jointly established by ALTA
and ACSM in 2011, as updated, and certified to Lender by a registered land surveyor acceptable to the
Lender ("Survey");
(u) copies of all permits or approvals required by any governmental authorities to such
date with respect to Borrower or the Mortgaged Property, to the extent the same are necessary and
appropriate to operate and develop the Mortgaged Property;
(v) an environmental audit of the Mortgaged Property (Phase I and, if necessary Phase
II);
(w) the operating agreement of Borrower certified by the Member of Borrower;
(x) an incumbency certificate of Borrower which shall certify the names and titles of the
officers/members of the Borrower authorized to sign, in the name and on behalf of Borrower this
Agreement and each other Loan Document to be delivered pursuant to this Agreement by Borrower,
together with the true signatures of such officers, upon which certificate the Lender may conclusively
rely;
(y) resolutions/consents of the Borrower authorizing the transactions to be entered into by
Borrower in connection with this Agreement;
(z) evidence that the Mortgaged Property is not located in a federal or state flood hazard
area;
(an) certification regarding debts and liens, executed by the owner of the Mortgaged
Property;
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
(bb) payment of a Loan Origination Fee of Fifty Four Thousand and 00/100 dollars
($54,000.00) and other fees and expenses required to be paid to or on behalf of Lender in connection with
the Loan;
(ce) evidence demonstrating current full compliance with all applicable zoning, health,
environmental and safety laws, ordinances and regulations (including, without limitation, approval of
local, private or public sewage or water utility);
(dd) certification from Borrower that Borrower is not a party to any existing or pending
or threatened litigation, except as previously disclosed to Lender;
(ee) evidence demonstrating receipt of all appropriate approvals meeting all applicable
requirements of any federal, state, county or municipal governmental agency, board, commission, officer,
official or entity exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government and having jurisdiction including, but not limited to, subdivision and site plan
approvals, potable water supply, sewage discharge and sewage connection, use of septic tanks or
alternatives;
(ff)
satisfactory evidence that all roads and utilities necessary for the full utilization of the
Mortgaged Property for its intended purposes have been completed or the presently installed and
proposed roads and utilities will be sufficient for the full utilization of Mortgaged Property for its
intended purposes; and
(gg) such other agreements, certificates or other documents as Lender or Title Insurance
Company may reasonably request.
ARTICLE 2: REPRESENTATIONS, WARRANTIES, AND GENERAL COVENANTS
On the date hereof, and in order to induce Lender to enter into this Agreement, Borrower represents,
warrants, and covenants the following:
2,01 Nature of Entity. Borrowers are a limited liability company, validly existing and in good
standing under the laws of the State of New York, and is and will continue to be duly qualified and
licensed to do business in any other state in which it is required to be so qualified, organized and/or
licensed.
2,02 Power and Authority. Borrower has the power toexecute, deliver, and carry out this
Agreement and to incur the Obligations, and has taken all necessary action to authorize the execution,
delivery and performance by Borrower of this Agreement and the incurring of the Obligations.
2.03 No Legal Bar. The execution and delivery of this Agreement and compliance by Borrower
with any of the terms and provisions hereof or of any of the other agreements or instruments referred to
herein will not, on the date hereof, violate any provision of any existing law or regulation or any writ or
decree of any court or governmental instrumentality, or any agreement or instrument to which Borrower
is a party or which is binding upon it or its assets, and will not result in the creation or imposition of any
lien, security interest, charge, or encumbrance of any nature whatsoever upon or in any of its assets,
except as contemplated by this Agreement; and no consent of any other party, license approval or
authorization of or tegistration or declaration with any governmental bureau or agency, is required in
connection with the execution, delivery, performance, validity, and enforceability of this Agreement.
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
2.04 No Material petition for bankruptcy,
Litigation. No whether voluntary or involuntary, or
debtors' creditors'
for the or
benefit other action
of creditors, involving and rights has
assignment any
been filed under the laws States of America
of the United or any state thereof, or is pending or threatened
Borrower. There are no litigation or proceedings, pending or threatened, at
against claims, suits, actions,
law or in equity, before any court, public board or body or arbitrator, and there are no judgments, permits,
decrees, or orders which have been issued, which would materially and adversely affect any of the
obligations of Borrower under the Note or this Agreement, and Borrower has not filed for an arrangement
or a petition in bankruptcy nor has one been filed against Borrower.
2.05 No Default. Borrower is not, on the date hereof, in default with respect to the payment or
or in the performance of covenants or conditions to be
performance any of its obligations
of any
performed it pursuant to the terms and provisions of any indenture, agreement, or instrument to which
by
it is a party or by which it may be bound.
2.06 Compliance with Laws. Borrower has complied with and will continue to comply with all
applicable statutes and regulations of the United States of America, and all states, counties,
and agencies of any thereof with respect to (i) the conduct of its business operations; and
municipalities,
(ii) the
use, maintenance, and operation of the real and personal properties owned or leased by it in the
operation of its business.
2.07 No Liabilities. There are no outstanding contracts or agreements of guaranty or
Secondary
suretyship made by Borrower, or to which it is a party.
2.08 Taxes. Borrower has filed, caused to be filed, or obtained extensions for the filing of, and
will continue to file and cause to be filed, federal, all
state, and local tax returns required by law to be
and has paid and will continue to pay all taxes, including without limitation real estate taxes or on
filed,
made against it, except if being contested in good faith.
any assessment
2.09 Financial Condition. Borrower has submitted to Lender various financial statements and
and represents that all of said financial information is true and correct, that such financial
information,
information fairly presents the financial condition of Borrower as of the date thereof and that, as of the
date of said financial information submitted, there was no material unrealized or anticipated losses from
unfavorable commitments of Borrower, and that there has been no material adverse change in the
any
business or assets or in the condition, financial or otherwise, of Borrower from that set forth in said
financial statements. Borrower is solvent, is not bankrupt, is not contemplating, nor has recently
contemplated or for bankruptcy, receivership, or reorganization proceedings (nor is there any
filed,
prospect of such). All of Borrower's obligations to any creditor are current and not in default.
2,10 Representation Accuracy. No representation or
warranty by Borrower contained in any
certificate or other document furnished or to be furnished Borrower pursuant hereto or in connection
by
with the transactions contemplated hereunder, contains, or at the time of delivery will contain, any untrue
statement of material fact or omits or will omit to state a material fact necessary to make it not
misleading.
2.11 Cross-Default. Borrower acknowledges and agrees that a default under the terms
hereby
conditions of other obligations,
liabilities, or indebtedness of Borrower (whether now
and any loans,
or hereafter with Lender or any other lender shall be deemed to be a default under the
existing arising)
terms and conditions of the Note and this Agreement.
ARTICLE 3: AFFIRMATIVE COVENANTS
Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP
Loan Agreement
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023
Borrower covenants and agrees that, so long as any of the Obligations to Lender shall remain outstanding,
Borrower will perform and observe each and all of the covenants and agreements herein set forth.
3.01 Payments Under this Agreement. Borrower will make timely payment of all monies and
will faithfully fullyand keep and perform terms, all of
conditions, the
covenants, and agreements
contained on Borrower's part to be paid, kept, or performed hereunder, and will be bound in all respects
as debtor under this Agreement, the Note, and any other instruments or documents executed and/or
delivered in connection herewith or therewith.
3.02 Payment of Liabilities, Borrower will pay and discharge at or before theirmaturity all
taxes, assessments, rents, claims, debts, and charges, except where the dame may be contested in good
faith and/or non-payment is advised by Borrower's counsel, and maintain, in accordance with generally
accepted accounting principles and practice, appropriate reserves for the accrual of any of the same.
3.03 Compliance with Laws, Care of Property. Borrower will do, or cause to be done, all
things necessary to comply with all laws, and to at all times maintain, preserve, and protect its property
used or useful in the conduct of its business and keep the same in good condition and repair (normal wear
and tear and obsolescence excepted), and from time to time make, or cause to be made, all needful and
proper nepairs, renewals, replacements, betterments, and improvements thereto.
3.04 Notices. All notices, requests, demands or other communications to or upon the respective
parties hereto shall be made in accordance with the terms ofthe Mortgage.
3.05 Insurance. Borrower will keep the property insured in accordance with the terms of the
Mortgage.
ARTICLE 4: NEGATIVE COVENANTS
4.01 Fundamental Changes. So long as any Obligations of Borrower to Lender remain
outstanding and unpaid, Borrower covenants and agrees that it will not merge or consolidate with or into
any other entity; dissolve or liquidate; convey, sell, lease, or otherwise dispose of all or substantially all of
its property, assets, or business; change the present form, ownership, or control of its business.
ARTICLE 5: DEFAULT
5.01 Default. Borrower hereby agrees that, if any Event of Default, as defmed in the Note or
Mortgage, shall occur, Lender may declare the entire unpaid balance owed under the Note, this
Agreement, or other sums owed hereunder
Preview
FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 EXHIBIT C FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 2018 LI-LIN REALTY LLC $500,000.00 September 30, 2021 LOAN AGREEMENT This Loan Agreement (the "Agreement") made as of September 30, 2021 by and between FLATIRON REALTY CAPITAL LLC, a New York limited liability company having an address at 150 Great Neck Road, Suite 102, Great Neck, NY 11021 ("Lender") and 2018 LI-LIN REALTY LLC, a New York limited liability company having an office at 67-26 54th Avenue, Maspeth, NY 11378. WITNESSETH WHEREAS, Borrower has requested that Lender make two loans to Borrower, the first, a land loan to refinance the Mortgaged Property, in the amount of Five Hundred Thousand and 00/100 dollars ($500,000.00) (the "Loan"), subject to and upon the terms and conditions hereinafter contained, which is evidenced by the Commercial Note made by Borrower in favor of Lender dated September 30, 2021 (as same may be amended, restated, or modified from time to time, the "Note"), secured by that certain Commercial Mortgage, Security Agreement and Fixture Filing (the "Mortgage") made by Borrower in favor of Lender and which Mortgages encumbers the premises known as 63-86 Wetherole Street, Rego Park, NY 11374 (the "Mortgaged Property"), and guaranteed by Jie Li, individually (the "Guarantor") in that certain Commercial Guaranty (the "Guaranty") and second, a building loan, to fund the construction of the planned improvements on the Mortgaged Property, which is evidenced by that certain BL Note and BL Agreement (this Agreement, the Note, the Mortgage, the Guaranty, BL Agreement, the BL Note, BL Mortgage and BL Guaranty and any other documents or agreements given to Lender by Borrower or any guarantor in connection with the Land Loan or Building Loan whether or not specifically set forth herein, as each may be amended, restated or modified from time to time, may hereinafter be collectively referred to as the "Loan Documents"); and WHEREAS, Lender has agreed to make the Loan to Borrower on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions hereinafter set forth, Borrower and Lender hereby agree as follows: ARTICLE 1: THE LOAN 1.01 Loan. (a) Subject to all terms and conditions of this Agreement, Lender shall lend said Five Hundred Thousand and 00/100 dollars ($500,000.00) is also sometimes referred to herein as the "Maximum Principal Amount". (b) The initial Loan term shall be until September 30, 2023 ("Loan Maturity Date"), such date being twelve (12) months from the date of Closing. Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 (c) Advances made pursuant to this Section 1,01 shall be evidenced by the Note, and 'Obligations." shall be referred to as the The aggregate of such advances under the Loan shall not exceed said Maximum Principal Amount. (d) Subject to a fmal closing statement prepared by Lender's counsel and executed by Borrower (the "Closing Statement"), the Loan proceeds shall be disbursed as follows: (1) The sum of Fifty Four Thousand and 00/100 dollars ($54,000.00) shall be disbursed on behalf of Borrower and simultaneously paid to Lender as a fully earned, non-refundable fee (the "Fee") in consideration of Lender's commitment to make the Loan on the terms and conditions stated herein. In no event shall the Fee be applied or credited in reduction of any principal, interest, or other sum payable hereunder; (2) The sum of One Hundred Forty Nine and 31/100 dollars ($149.31) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Prepaid Interest") which shall be credited against interest payments due under the terms of the Note, as such interest payments become due; and (3) The sum of Two Thousand and 00/100 dollars ($2,000.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Title Review Fee"); and (4) The sum of Five Thousand and 00/100 dollars ($5,000.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Feasibility Fee"); and (5) The sum of Three Thousand and 00/100 dollars ($3,000.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Application Fee"); and (6) The sum of Three Thousand Five Hundred and 00/100 dollars ($3,500.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Appraisal Fee"); and (7) The sum of One Thousand Seven Hundred Fifty and 00/100 dollars ($1,750.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Doc Prep Fee"); and (8) The sum of One Thousand Five Hundred and 00/100 dollars ($1,500.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "New Investor Onboarding Fee"); and (9) The sum of Nine Hundred Ninety Five and 00/100 dollars ($995.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to Lender (the "Environmental Fee"); and Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 (10) The sum of Two Thousand and 00/100 dollars ($2,000.00) shall be disbursed by Lender on behalf of Borrower and simultaneously paid to LaRocca, Hornik, Rosen & Greenberg, LLP, in payment of its legal fees. Payments of interest only, in arrears, shall be due from Borrower on the first day of each and every month commencing on November 01, 2021 and running through the Maturity Date 30, of September 2023, as more particularly set forth in the Note, In the event Borrower fails to make a payment within ten (10) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan. 1.02 Use of Proceeds. Borrower agrees that the Loan proceeds disbursed to Borrower will be used only for refinance and renovation of the property located at 63-86 Wetherole Street, Rego Park, NY 11374 (the "Property"), 1.03 Conditions Precedent to Lender's Obligations. Lender shall not be obligated to make the Loan hereunder unless Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects: Land Loan: (a) the Note, duly executed by Borrower; (b) the Mortgage, duly executed by Borrower; (c) this Agreement, duly executed by Borrower; (d) the Guaranty, duly executed by the Guarantor; (e) the Collateral Assignment of Leases and Rents on the Property, duly executed by Borrower; (f) the Collateral Assignment of Contracts, Plans, Permits, & Approvals on the Property, duly executed by Borrower; (g) the Environmental Indemnity Agreement on the Property, duly executed by Borrower and Guarantor; (h) the Document Re-Execution Agreement, duly executed by Borrower and Guarantor; (i) the Closing Statement, duly executed by Borrower; Building Loan: (j) the BL Note, duly executed by Borrower; (k) the BL Mortgage, duly executed by Borrower; (1) the BL Agreement, duly executed by Borrower; Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement . . FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 (m) the Building Guaranty, duly executed by Borrower; (n) certificates of insurers, or other evidence satisfactory to Lender, indicating that Borrower and Guarantor have obtained the policies of insurance as are required under the terms of the Mortgages; (0) a paid title insurance policy (without survey exception) in the full amount of the Loan issued by a title insurance company acceptable to Lender ("Title Insurance Company") and insuring the Mortgages as a valid first lien on the Mortgaged Properties, with such endorsements as Lender shall require and subject to the permitted exceptions identified in the Mortgages; (p) UCC-1 financing statements required to evidence or perfect Lender's security interest in the personal property affixed to the Mortgaged Properties; (q) an appraisal of the Mortgaged Properties; (r) financial statements and tax returns for Borrower, and the Guarantor; (s) evidence of a search of the public records which discloses no conditional sales contracts, chattel mortgages, leases of personality, financing statements or title retention agreements filed or recorded against the Borrower or the Mortgaged Property; (t) a survey of the Mortgaged Property pmpared in accordance with the "Minimum Surveys" Standard Detail Requirements for ALTA and ACSM Land Title jointly established by ALTA and ACSM in 2011, as updated, and certified to Lender by a registered land surveyor acceptable to the Lender ("Survey"); (u) copies of all permits or approvals required by any governmental authorities to such date with respect to Borrower or the Mortgaged Property, to the extent the same are necessary and appropriate to operate and develop the Mortgaged Property; (v) an environmental audit of the Mortgaged Property (Phase I and, if necessary Phase II); (w) the operating agreement of Borrower certified by the Member of Borrower; (x) an incumbency certificate of Borrower which shall certify the names and titles of the officers/members of the Borrower authorized to sign, in the name and on behalf of Borrower this Agreement and each other Loan Document to be delivered pursuant to this Agreement by Borrower, together with the true signatures of such officers, upon which certificate the Lender may conclusively rely; (y) resolutions/consents of the Borrower authorizing the transactions to be entered into by Borrower in connection with this Agreement; (z) evidence that the Mortgaged Property is not located in a federal or state flood hazard area; (an) certification regarding debts and liens, executed by the owner of the Mortgaged Property; Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 (bb) payment of a Loan Origination Fee of Fifty Four Thousand and 00/100 dollars ($54,000.00) and other fees and expenses required to be paid to or on behalf of Lender in connection with the Loan; (ce) evidence demonstrating current full compliance with all applicable zoning, health, environmental and safety laws, ordinances and regulations (including, without limitation, approval of local, private or public sewage or water utility); (dd) certification from Borrower that Borrower is not a party to any existing or pending or threatened litigation, except as previously disclosed to Lender; (ee) evidence demonstrating receipt of all appropriate approvals meeting all applicable requirements of any federal, state, county or municipal governmental agency, board, commission, officer, official or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction including, but not limited to, subdivision and site plan approvals, potable water supply, sewage discharge and sewage connection, use of septic tanks or alternatives; (ff) satisfactory evidence that all roads and utilities necessary for the full utilization of the Mortgaged Property for its intended purposes have been completed or the presently installed and proposed roads and utilities will be sufficient for the full utilization of Mortgaged Property for its intended purposes; and (gg) such other agreements, certificates or other documents as Lender or Title Insurance Company may reasonably request. ARTICLE 2: REPRESENTATIONS, WARRANTIES, AND GENERAL COVENANTS On the date hereof, and in order to induce Lender to enter into this Agreement, Borrower represents, warrants, and covenants the following: 2,01 Nature of Entity. Borrowers are a limited liability company, validly existing and in good standing under the laws of the State of New York, and is and will continue to be duly qualified and licensed to do business in any other state in which it is required to be so qualified, organized and/or licensed. 2,02 Power and Authority. Borrower has the power toexecute, deliver, and carry out this Agreement and to incur the Obligations, and has taken all necessary action to authorize the execution, delivery and performance by Borrower of this Agreement and the incurring of the Obligations. 2.03 No Legal Bar. The execution and delivery of this Agreement and compliance by Borrower with any of the terms and provisions hereof or of any of the other agreements or instruments referred to herein will not, on the date hereof, violate any provision of any existing law or regulation or any writ or decree of any court or governmental instrumentality, or any agreement or instrument to which Borrower is a party or which is binding upon it or its assets, and will not result in the creation or imposition of any lien, security interest, charge, or encumbrance of any nature whatsoever upon or in any of its assets, except as contemplated by this Agreement; and no consent of any other party, license approval or authorization of or tegistration or declaration with any governmental bureau or agency, is required in connection with the execution, delivery, performance, validity, and enforceability of this Agreement. Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 2.04 No Material petition for bankruptcy, Litigation. No whether voluntary or involuntary, or debtors' creditors' for the or benefit other action of creditors, involving and rights has assignment any been filed under the laws States of America of the United or any state thereof, or is pending or threatened Borrower. There are no litigation or proceedings, pending or threatened, at against claims, suits, actions, law or in equity, before any court, public board or body or arbitrator, and there are no judgments, permits, decrees, or orders which have been issued, which would materially and adversely affect any of the obligations of Borrower under the Note or this Agreement, and Borrower has not filed for an arrangement or a petition in bankruptcy nor has one been filed against Borrower. 2.05 No Default. Borrower is not, on the date hereof, in default with respect to the payment or or in the performance of covenants or conditions to be performance any of its obligations of any performed it pursuant to the terms and provisions of any indenture, agreement, or instrument to which by it is a party or by which it may be bound. 2.06 Compliance with Laws. Borrower has complied with and will continue to comply with all applicable statutes and regulations of the United States of America, and all states, counties, and agencies of any thereof with respect to (i) the conduct of its business operations; and municipalities, (ii) the use, maintenance, and operation of the real and personal properties owned or leased by it in the operation of its business. 2.07 No Liabilities. There are no outstanding contracts or agreements of guaranty or Secondary suretyship made by Borrower, or to which it is a party. 2.08 Taxes. Borrower has filed, caused to be filed, or obtained extensions for the filing of, and will continue to file and cause to be filed, federal, all state, and local tax returns required by law to be and has paid and will continue to pay all taxes, including without limitation real estate taxes or on filed, made against it, except if being contested in good faith. any assessment 2.09 Financial Condition. Borrower has submitted to Lender various financial statements and and represents that all of said financial information is true and correct, that such financial information, information fairly presents the financial condition of Borrower as of the date thereof and that, as of the date of said financial information submitted, there was no material unrealized or anticipated losses from unfavorable commitments of Borrower, and that there has been no material adverse change in the any business or assets or in the condition, financial or otherwise, of Borrower from that set forth in said financial statements. Borrower is solvent, is not bankrupt, is not contemplating, nor has recently contemplated or for bankruptcy, receivership, or reorganization proceedings (nor is there any filed, prospect of such). All of Borrower's obligations to any creditor are current and not in default. 2,10 Representation Accuracy. No representation or warranty by Borrower contained in any certificate or other document furnished or to be furnished Borrower pursuant hereto or in connection by with the transactions contemplated hereunder, contains, or at the time of delivery will contain, any untrue statement of material fact or omits or will omit to state a material fact necessary to make it not misleading. 2.11 Cross-Default. Borrower acknowledges and agrees that a default under the terms hereby conditions of other obligations, liabilities, or indebtedness of Borrower (whether now and any loans, or hereafter with Lender or any other lender shall be deemed to be a default under the existing arising) terms and conditions of the Note and this Agreement. ARTICLE 3: AFFIRMATIVE COVENANTS Copyright 2019 LaRocca, Hornik, Rosen & Greenberg LLP Loan Agreement FILED: QUEENS COUNTY CLERK 08/15/2023 01:47 PM INDEX NO. 716902/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 08/15/2023 Borrower covenants and agrees that, so long as any of the Obligations to Lender shall remain outstanding, Borrower will perform and observe each and all of the covenants and agreements herein set forth. 3.01 Payments Under this Agreement. Borrower will make timely payment of all monies and will faithfully fullyand keep and perform terms, all of conditions, the covenants, and agreements contained on Borrower's part to be paid, kept, or performed hereunder, and will be bound in all respects as debtor under this Agreement, the Note, and any other instruments or documents executed and/or delivered in connection herewith or therewith. 3.02 Payment of Liabilities, Borrower will pay and discharge at or before theirmaturity all taxes, assessments, rents, claims, debts, and charges, except where the dame may be contested in good faith and/or non-payment is advised by Borrower's counsel, and maintain, in accordance with generally accepted accounting principles and practice, appropriate reserves for the accrual of any of the same. 3.03 Compliance with Laws, Care of Property. Borrower will do, or cause to be done, all things necessary to comply with all laws, and to at all times maintain, preserve, and protect its property used or useful in the conduct of its business and keep the same in good condition and repair (normal wear and tear and obsolescence excepted), and from time to time make, or cause to be made, all needful and proper nepairs, renewals, replacements, betterments, and improvements thereto. 3.04 Notices. All notices, requests, demands or other communications to or upon the respective parties hereto shall be made in accordance with the terms ofthe Mortgage. 3.05 Insurance. Borrower will keep the property insured in accordance with the terms of the Mortgage. ARTICLE 4: NEGATIVE COVENANTS 4.01 Fundamental Changes. So long as any Obligations of Borrower to Lender remain outstanding and unpaid, Borrower covenants and agrees that it will not merge or consolidate with or into any other entity; dissolve or liquidate; convey, sell, lease, or otherwise dispose of all or substantially all of its property, assets, or business; change the present form, ownership, or control of its business. ARTICLE 5: DEFAULT 5.01 Default. Borrower hereby agrees that, if any Event of Default, as defmed in the Note or Mortgage, shall occur, Lender may declare the entire unpaid balance owed under the Note, this Agreement, or other sums owed hereunder