Preview
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
EXHIBIT I
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF MONTGOMERY
FAIRBRIDGE REAL ESTATE INVESTMENT TRUST,
LLC F/K/A REALFI REAL ESTATE INVESTMENT REFEREE'S REPORT
TRUST LLC,
Index No.: EF2022-477
Plaintiff,
-against-
LITTLE FALLS GARDEN APARTMENTS LLC,
ROBINHOOD PROPERTIES L.L.C.,BROOKVIEW
TOWN HOUSE LLC A/K/A BROOKVIEW TOWN
HOUSES LLC, COR HOLDINGS LLC, DAVID RAVEN,
CARL ORSINI A/K/A CARLOS M. ORSINI, NEW
YORK STATE DEPARTMENT OF TAXATION AND
FINANCE, GEORGE LUMBER & BUILDING
MATERIAL INC., KEYBANK AS SUCCESSOR BY
MERGER TO FIRST NIAGARA BANK, N.A.,
Defendants.
TO THE SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF MONTGOMERY:
In pursuance of an Order of this Court, made in the above-entitled action and dated May
18, 2023, whereby it was referred to the undersigned as referee ("Referee") to ascertain and
compute the amount due to the plaintiff, FAIRBRIDGE REAL ESTATE INVESTMENT TRUST,
LLC F/K/A REALFI REAL ESTATE INVESTMENT TRUST LLC ("Plaintiff"), for principal
and interest and otherwise upon and by virtue of the note and mortgage upon which this action
was brought, and also to examine and report whether, in my opinion, the mortgaged properties can
be sold in parcels.
I, Benjamin C. McGuire, Esq. the Referee in the said Order named, DO REPORT that
before proceeding to hear the testimony, 1 was first duly sworn to determine faithfully and fairly
the questions referred to me, and to make a just and true report thereon, according to the best of
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
my understanding. I received evidence in the form of a duly sworn Deposition, executed by Steven
J. Wissak, one of the managing members of Fairbridge Asset Management LLC, the general
partner and manager of Fairbridge Partners, L.P., the sole member of the Plaintiff, Fairbridge Real
Estate Investment Trust LLC f/k/a Realfi Real Estate Investment Trust LLC and the documentary
evidence listed in Schedule A attached hereto.
I have computed and ascertained the amount due to the Plaintiff upon and by virtue of the
subject note and mortgage, and that I find, and accordingly report, that there is due to the Plaintiff,
for principal, interest and other charges on the subject consolidated note and consolidated
mortgage, as of July 31, 2023, the sum of Two Million Six Hundred Two Thousand Eight Hundred
Thirty-Nine ($2,602,839.59) Dollars and 59/100, plus interest from that date as provided in the
complaint, exclusive of counsel fees. Further, Schedule A, annexed hereto, shows the amount due
for principal and interest respectively, the period of the computation of the interest and its rates.
Plaintiff has advanced monies for taxes on the mortgaged properties as said taxes became
due and owing and/or prior to tax liens being sold by the respective municipalities in which the
mortgaged properties are located. Plaintiff is entitled to recover those monies advanced for taxes,
which are reflected on Schedule A.
Plaintiff is also entitled to recover any additional monies advanced for taxes, prior to the
closing of title of the referee's sale in this action.
In addition, I have determined that Plaintiff is entitled to recover accrued interest per diem,
as well as its advances, costs and expenses through to date of closing of title of the referee's sale
in this action.
In addition, I have determined that Plaintiff is entitled to recover its legal expenses,
attorneys'
including fees, with respect to Defendant's default on the subject mortgage and this
2
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
foreclosure action. The amount of said legal expenses to be recovered by Plaintiff is to be set by
the Court upon the application by Plaintiff for entry of final judgment of foreclosure and sale.
I have made inquiry as to the advisability of selling the mortgaged properties in parcels and
find accordingly that the mortgaged properties should be sold in separate parcels.
Dated: v5 , 2023
Ben in C. McGuire
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
SCHEDULE A
ABSTRACT OF DOCUMENTARY EVIDENCE
Consolidated Note, dated October 16, 2020, made by LITTLE FALLS GARDEN
APARTMENTS LLC, ROBINHOOD PROPERTIES L.L.C., BROOKVIEW TOWN HOUSE
LLC a/k/a BROOKVIEW TOWN HOUSES LLC and COR HOLDINGS LLC (the "Borrowers"),
to FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, LLC f/k/a REALFI REAL ESTATE
INVESTMENT TRUST LLC ("FAIRBRIDGE"), in the original principal amount of
$2,250,000.00 ("Consolidated Note")
Marked Exhibit A.
Consolidated Mortgage, dated October 16, 2020, made by LITTLE FALLS GARDEN
APARTMENTS LLC, ROBINHOOD L.L.C. and BROOKVIEW TOWN HOUSE LLC A/K/A
BROOKVIEW TOWN HOUSES LLC ("Mortgagors") to FAIRBRIDGE in the original principal
amount of $2,250,000.00, and recorded against certain commercial real properties situate in
Montgomery, Herkimer and Washington Counties, State of New York known as and by the street
address: 759 East Monroe Street, Extension, Little Falls, New York, recorded in the Herkimer
County Clerk's office on November 6, 2020, as Instrument No. RP2020-5037; 60 East Main Street,
Mohawk, New York recorded in the Montgomery County Clerk's office on November 10, 2020
as Instrument No. 2020-90173; and 97 Mettowee Street, Granville, New York, recorded in the
Washington County Clerk's office on November 3, 2020 and Instrument No 2020-5460
("Consolidated Mortgage").
Marked Exhibit B.
Assignment of Mortgage by KeyBank National Association, a National Banking
Association and successor-in-interest (by merger) to First Niagara Bank, N.A., to
Cor Holdings, LLC, dated October 16, 2020 and intended to be recorded in the
Offices of the Clerks of the Counties of Montgomery, Herkimer and Washington.
4
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
Assignment of Mortgage to Cor Holdings LLC to Realfi Real Estate Investment
Trust LLC dated October 16, 2020 and intended to be recorded in the Offices of the
Clerk of the Counties of Montgomery, Herkimer and Washington
Assignments of mortgage marked Exhibits C and D.
Affidavit of Steven J. Wissak, one of the managing members of Fairbridge Asset
Management, LLC, the general partner and manager of Fairbridge Partners L.P., Fairbridge's sole
member, sworn to on July 31, 2023 ("Wissak Affidavit").
Marked Exhibit E.
Foreclosure search.
Marked Exhibit F.
Summons and Complaint (sans exhibits).
Marked Exhibit G.
Unpaid Principal Balance $ 2,250,000.00
Interest to and including July 31, 2023 $ 277,587.93
Late Fees Owed $ 22,820.48
Interest Breakdown
From October 16, 2020 to September 30, 2021 at 12% $ 262,500.00
From October 1, 2021 to January 8, 2022 at 18% $ 112,500.00
From January 9, 2022 to January 31, 2022 at 13% $ 18,687.50
From February 1, 2022 to July 31, 2023 at 24% $ 839,001.84
$1,232,689.34
-less-
Payments Received During Loan Term $ 311,187.50
Payment Received - Default Interest
July 18, 2023 $ 643,913.91
Total Interest due and owing $ 277,587.93
Late Fees
From February 1, 2022 to July 31, 2023 $ 92,851.03
-less-
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
Payment Received - Late
July 18, 2023 Fees $ 70,030.55
Total Late Fees due and owing $ 22,820.48
Escrow Advance Breakdown
RE Taxes $ 283,351.58
Registered Agent Fee $ 1,244.00
$ 284,595.58
-less-
Payment Received May 23, 2023 $ 150,000.00
Payment Received - RE Taxes 82,164.40
July 18, 2023 $
Total Escrow Advance due and owing $ 52,431.18
6
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF MONTGOMERY
FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, REFEREE'S OATH
LLC F/K/A REALFI REAL ESTATE INVESTMENT
TRUST LLC, Index No.: EF2022-477
Plaintiff,
-against-
LITTLE FALLS GARDEN APARTMENTS LLC,
ROBINHOOD PROPERTIES L.L.C., BROOKVIEW
TOWN HOUSE LLC A/K/A BROOKVIEW TOWN
HOUSES LLC, COR HOLDINGS LLC, DAVID RAVEN,
CARL ORSINI A/K/ACARLOS M. ORSINI, NEW
YORK STATE DEPARTMENT OF TAXATION AND
FINANCE, GEORGE LUMBER & BUILDING
MATERIAL INC., KEYBANK AS SUCCESSOR BY
MERGER TO FIRST NIAGARA BANK, N.A.,
Defendants.
STATE OF NEW YORK }
}
COUNTY OF FULTON }
I, Benjamin C. McGuire, Esq. the Referee ("Referee") appointed by an Order of this Court
dated May 18, 2023, to ascertain and complete the amount due to the plaintiff, FARIBRIDGE
REAL ESTATE INVESTMENT TRUST, LLC F/K/A REALFI REAL ESTATE INVESTMENT
TRUST LLC, for principal and interest and otherwise upon the consolidated note and consolidated
mortgage, upon which this action was brought, and to examine and report whether the mortgaged
premises can be sold in parcels, do swear that I will faithfully and fairly determine the
solemnly
questions so referred to me and make a just and true report thereon, according to the best of my
understanding and as the said Order requires.
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
Ben C. McGuire, Es4
Referee
S to befor e th s
day of 2023
OTARY P BLIC
JEREMIAH WOOD
NOTARY
PUBLIC, STATE OF
NEW YORK
Reg(stration No.
Qualified In 02Wo6037132
Saratoga
Commission Expires County
February 14, 2026
2
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
EXHIBIT A
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
CONSOLIDATED MORTGAGE NOTE
$2,250,000.00 October 16, 2020
This Note consolidates the following promissory notes into a single debt instrument in the
principal sum of TWO MILLION TWO HUNDRED FIFTY THOUSAND and 00/100
DOLLARS ($2,250,000.00) (collectively the "Notes"):
1. Note made by Robinhood Properties L.L.C. in favor of Habib American Bank in
the original principal amount of $680,000.00 dated as of April 1, 2010
2. Note made by Little Falls Garden Apartments LLC in favor of Habib American
Bank in the original principal amount of $332,367.00 dated as of April 7, 2010
3. Note made by Little Falls Garden Apartments LLC in favor of Habib American
Bank in the original principal amount of $185,865.22 dated as of February 17,
2012
4. Consolidated Note by Little Falls Garden Apartments LLC in favor of Habib
American Bank in the original principal amount of $500,000.00 dated as of
February 17, 2012
5. Note made by Little Falls Garden Apartments LLC in favor of Habib American
Bank in the original principal amount of$100,000.00 dated as of February 17,
2012
6. Note made by Brookview Town Houses LLC in favor of Habib American Bank in
the original principal amount of $265,000.00 dated as of April 1, 2010
7. New money Note made by Robinhood Properties L.L.C., Little Falls Garden
Apartments LLC and Brookview Town Houses LLC in favor of First Niagara
Bank, N.A., in the amount of $820,091.36, dated as of June 20, 2012
8. Consolidated Note made by Robinhood Properties L.L.C., Little Falls Garden
Apartments LLC and Brookview Town Houses LLC in favor of First Niagara
Bank, N.A., in the amount of $2,300,000, dated as of June 20, 2012
9. Gap Note made by Robinhood Froperties L.L.C., Little Falls Garden Apartments
LLC and Brookview Town Houses LLC in favor of RealFi Real Estate
Investment Trust LLC, in the original principal amount of $750,000.00, dated as
of October 16, 2020
4594889.v2
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
The aforesaid Notes are hereby consolidated as provided above, and the
indebtedness evidenced by said promissory notes, as hereby consolidated, shall be repaid
according to the terms, covenants and conditions hereinafter set forth.
FOR VALUE RECEIVED, Cor Holdings, LLC, a New York limited liability company
with an address at 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Robinhood
Properties L.L.C., a New York limited liability company with an address at c/o Cor IIoldings,
LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Little Falls Garden
Apartments LLC, a New York limited liability company with an address at c/o Cor Holdings,
LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 110213 and Brookview Town
Houses LLC, a New York limited liability company with an address at c/o Cor Holdings, LLC,
200 South Middle Neck Road, Unit 5, Oreat Neck, NY 11021 (collectively the"Maker"),
promises to pay to the order of RealFi Real Estate Investment Trust LLC, a Delaware Series
Limited Liability Company at its offices at 707 Westchester Avenue, Suite 305, White Plains,
New York 10604 ("Payee"), or at such place as the holder hereof may from time to time
designate in writing, the principal sum of TWO MILLION TWO HUNDRED FIFTY
THOUSAND and 00/100 DOLLARS ($2,250,000.00) (the "Loan"), in lawful money of the
United States of America, with interest thereon to be computed on the unpaid principal balance
fmm time to time outstanding at the Applicable Interest Rate (as such term is defined in Section
2 hereof) and to be paid in installments as follows:
Monthly payments of interest only at the Applicable Interest Rate, calculated from time
1"
to time in accordance with Section 2, shall be due and payable in arrears on the day of each
calendar month beginning with the first calendar month after the date hereof without setoti,
counterclaim or any other deduction whatsoever.
On October 8, 2021 (the "Maturity Date"), the entire outstanding principal balance
hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full,
subject to extension of the Loan Term.
Each monthly installment hereunder shall be applied to the indebtedness in such order
and in such manner as Payee shall elect in Payee's sole and absolute discretion. Payee may
allocate any and all such payments to interest, principal and other fees and charges due hereunder
or to any one or more of them, in such amount, priorities and proportions as the Payee may
determine in its sole and absolute discretion in accordance with the terms hereof.
1. Loan Term.
(a) The Maturity Date is October 8, 2021.
(b) The Borrower shall have the right, provided that there shall not have occurred an
Event of Default at any point during the term of the Loan, nor shall there have occurred
and be continuing any default or an event which, with the giving of notice or the passage
of time, or both, shall constitute a default, to one (1) extension (the "Extension") of the
2
4594809.v2
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023
term of the Loan for six (6) months at an Interest Rate of twelve percent (12%) per
annum subject to the payment by Borrower of an extension fee equal to one percent
(1.00%) of the outstanding principal n balance as of the date of the extension request.
2. Applicable Interest Rate. This loan will accrue interest at the fixed rate of
twelve percent (12.0%) per annum, (the "Applicable Interest Rate"), payable in consecutive
monthly installments of accrued interest only, in arrears, in an amount equal to the Applicable
la
Interest Rate on the amount advanced, commencing on the date hereof and on the day of each
month thereafter through and until the Maturity Date. Notwithstanding any provision to the
contrary, in the event that Maker fails to comply with the covenants set forth in Section 9(f)
and/or Section 17 hereof, Payee shall have the right to increase the interest rate to Twenty-Four
percent (24%) per annum, until such time as Maker is in compliance with such covenant.
3. Calculation of Interest.
(a) Interest on the outstanding principal balance of this Note shall be
calculated on the basis of a 360-day year for the actual number of days elapsed in each calendar
or partial calendar month for which calculation is made.
(b) The first interest accrual period hereunder shall commence on and include
the date that principal is advanced hereunder. Each interest accrual period thereafter shall
18
commence on the day of each calendar month during the term of this Note and shall end on
1"
and include the day of the next calendar month.
4. Security for the Loan.
(a) This Loan is secured by: (i) this Consolidated MortgageNote; (ii) the
Consolidation Extension and Modification Agreement of even date herewith
"A"
consolidating the mortgages set forth on Exhibit (the "Mortgage") (iii) the Security
Agreement of even date herewith and (v) the Assignment of Leases and Rents of even
date herewith, each affecting the land and improvements related to and located at (a) 759
East Monroe Street Extension, City of Little Falls, County of Herkimer, State of New
York, Section 1 15.45, Block 1, Lot 2.2; (b) 60 East Main Street, Town of Mohawk,
Village of Fonda, County of Montgomery, State of New York, Section 35.12, Block 3,
Lot 23; and (c) 97 Mettowee Street, Town and Village of Granville, County of
Washington, State of New York , Section 117.9, Block 1, Lot 32.2 (collectively the
"Mortgaged Property") of even date herewith; (vi) a security interest in all business assets
of the Maker; (vii) an Environmental Indemnity Agreement by and between Maker and
Payee (the "Environmental Agreement") of even date herewith; and (viii) such other
documents now or hereafter executed by Maker and/or others and by or in favor of Payee,
which wholly or partially secure or guarantee payment of this Note including, without
limitation, any collateral assignments and reserve and/or escrow accounts, including but
not limited the interest reserve account in the amount of $45,000.00 established at closing
Documents"
(such other documents, collectively, the "Other Security or "Other Loan
Documents"), and any and all other instruments, agreements
Preview
FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 EXHIBIT I FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF MONTGOMERY FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, LLC F/K/A REALFI REAL ESTATE INVESTMENT REFEREE'S REPORT TRUST LLC, Index No.: EF2022-477 Plaintiff, -against- LITTLE FALLS GARDEN APARTMENTS LLC, ROBINHOOD PROPERTIES L.L.C.,BROOKVIEW TOWN HOUSE LLC A/K/A BROOKVIEW TOWN HOUSES LLC, COR HOLDINGS LLC, DAVID RAVEN, CARL ORSINI A/K/A CARLOS M. ORSINI, NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE, GEORGE LUMBER & BUILDING MATERIAL INC., KEYBANK AS SUCCESSOR BY MERGER TO FIRST NIAGARA BANK, N.A., Defendants. TO THE SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF MONTGOMERY: In pursuance of an Order of this Court, made in the above-entitled action and dated May 18, 2023, whereby it was referred to the undersigned as referee ("Referee") to ascertain and compute the amount due to the plaintiff, FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, LLC F/K/A REALFI REAL ESTATE INVESTMENT TRUST LLC ("Plaintiff"), for principal and interest and otherwise upon and by virtue of the note and mortgage upon which this action was brought, and also to examine and report whether, in my opinion, the mortgaged properties can be sold in parcels. I, Benjamin C. McGuire, Esq. the Referee in the said Order named, DO REPORT that before proceeding to hear the testimony, 1 was first duly sworn to determine faithfully and fairly the questions referred to me, and to make a just and true report thereon, according to the best of FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 my understanding. I received evidence in the form of a duly sworn Deposition, executed by Steven J. Wissak, one of the managing members of Fairbridge Asset Management LLC, the general partner and manager of Fairbridge Partners, L.P., the sole member of the Plaintiff, Fairbridge Real Estate Investment Trust LLC f/k/a Realfi Real Estate Investment Trust LLC and the documentary evidence listed in Schedule A attached hereto. I have computed and ascertained the amount due to the Plaintiff upon and by virtue of the subject note and mortgage, and that I find, and accordingly report, that there is due to the Plaintiff, for principal, interest and other charges on the subject consolidated note and consolidated mortgage, as of July 31, 2023, the sum of Two Million Six Hundred Two Thousand Eight Hundred Thirty-Nine ($2,602,839.59) Dollars and 59/100, plus interest from that date as provided in the complaint, exclusive of counsel fees. Further, Schedule A, annexed hereto, shows the amount due for principal and interest respectively, the period of the computation of the interest and its rates. Plaintiff has advanced monies for taxes on the mortgaged properties as said taxes became due and owing and/or prior to tax liens being sold by the respective municipalities in which the mortgaged properties are located. Plaintiff is entitled to recover those monies advanced for taxes, which are reflected on Schedule A. Plaintiff is also entitled to recover any additional monies advanced for taxes, prior to the closing of title of the referee's sale in this action. In addition, I have determined that Plaintiff is entitled to recover accrued interest per diem, as well as its advances, costs and expenses through to date of closing of title of the referee's sale in this action. In addition, I have determined that Plaintiff is entitled to recover its legal expenses, attorneys' including fees, with respect to Defendant's default on the subject mortgage and this 2 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 foreclosure action. The amount of said legal expenses to be recovered by Plaintiff is to be set by the Court upon the application by Plaintiff for entry of final judgment of foreclosure and sale. I have made inquiry as to the advisability of selling the mortgaged properties in parcels and find accordingly that the mortgaged properties should be sold in separate parcels. Dated: v5 , 2023 Ben in C. McGuire FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 SCHEDULE A ABSTRACT OF DOCUMENTARY EVIDENCE Consolidated Note, dated October 16, 2020, made by LITTLE FALLS GARDEN APARTMENTS LLC, ROBINHOOD PROPERTIES L.L.C., BROOKVIEW TOWN HOUSE LLC a/k/a BROOKVIEW TOWN HOUSES LLC and COR HOLDINGS LLC (the "Borrowers"), to FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, LLC f/k/a REALFI REAL ESTATE INVESTMENT TRUST LLC ("FAIRBRIDGE"), in the original principal amount of $2,250,000.00 ("Consolidated Note") Marked Exhibit A. Consolidated Mortgage, dated October 16, 2020, made by LITTLE FALLS GARDEN APARTMENTS LLC, ROBINHOOD L.L.C. and BROOKVIEW TOWN HOUSE LLC A/K/A BROOKVIEW TOWN HOUSES LLC ("Mortgagors") to FAIRBRIDGE in the original principal amount of $2,250,000.00, and recorded against certain commercial real properties situate in Montgomery, Herkimer and Washington Counties, State of New York known as and by the street address: 759 East Monroe Street, Extension, Little Falls, New York, recorded in the Herkimer County Clerk's office on November 6, 2020, as Instrument No. RP2020-5037; 60 East Main Street, Mohawk, New York recorded in the Montgomery County Clerk's office on November 10, 2020 as Instrument No. 2020-90173; and 97 Mettowee Street, Granville, New York, recorded in the Washington County Clerk's office on November 3, 2020 and Instrument No 2020-5460 ("Consolidated Mortgage"). Marked Exhibit B. Assignment of Mortgage by KeyBank National Association, a National Banking Association and successor-in-interest (by merger) to First Niagara Bank, N.A., to Cor Holdings, LLC, dated October 16, 2020 and intended to be recorded in the Offices of the Clerks of the Counties of Montgomery, Herkimer and Washington. 4 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 Assignment of Mortgage to Cor Holdings LLC to Realfi Real Estate Investment Trust LLC dated October 16, 2020 and intended to be recorded in the Offices of the Clerk of the Counties of Montgomery, Herkimer and Washington Assignments of mortgage marked Exhibits C and D. Affidavit of Steven J. Wissak, one of the managing members of Fairbridge Asset Management, LLC, the general partner and manager of Fairbridge Partners L.P., Fairbridge's sole member, sworn to on July 31, 2023 ("Wissak Affidavit"). Marked Exhibit E. Foreclosure search. Marked Exhibit F. Summons and Complaint (sans exhibits). Marked Exhibit G. Unpaid Principal Balance $ 2,250,000.00 Interest to and including July 31, 2023 $ 277,587.93 Late Fees Owed $ 22,820.48 Interest Breakdown From October 16, 2020 to September 30, 2021 at 12% $ 262,500.00 From October 1, 2021 to January 8, 2022 at 18% $ 112,500.00 From January 9, 2022 to January 31, 2022 at 13% $ 18,687.50 From February 1, 2022 to July 31, 2023 at 24% $ 839,001.84 $1,232,689.34 -less- Payments Received During Loan Term $ 311,187.50 Payment Received - Default Interest July 18, 2023 $ 643,913.91 Total Interest due and owing $ 277,587.93 Late Fees From February 1, 2022 to July 31, 2023 $ 92,851.03 -less- FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 Payment Received - Late July 18, 2023 Fees $ 70,030.55 Total Late Fees due and owing $ 22,820.48 Escrow Advance Breakdown RE Taxes $ 283,351.58 Registered Agent Fee $ 1,244.00 $ 284,595.58 -less- Payment Received May 23, 2023 $ 150,000.00 Payment Received - RE Taxes 82,164.40 July 18, 2023 $ Total Escrow Advance due and owing $ 52,431.18 6 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF MONTGOMERY FAIRBRIDGE REAL ESTATE INVESTMENT TRUST, REFEREE'S OATH LLC F/K/A REALFI REAL ESTATE INVESTMENT TRUST LLC, Index No.: EF2022-477 Plaintiff, -against- LITTLE FALLS GARDEN APARTMENTS LLC, ROBINHOOD PROPERTIES L.L.C., BROOKVIEW TOWN HOUSE LLC A/K/A BROOKVIEW TOWN HOUSES LLC, COR HOLDINGS LLC, DAVID RAVEN, CARL ORSINI A/K/ACARLOS M. ORSINI, NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE, GEORGE LUMBER & BUILDING MATERIAL INC., KEYBANK AS SUCCESSOR BY MERGER TO FIRST NIAGARA BANK, N.A., Defendants. STATE OF NEW YORK } } COUNTY OF FULTON } I, Benjamin C. McGuire, Esq. the Referee ("Referee") appointed by an Order of this Court dated May 18, 2023, to ascertain and complete the amount due to the plaintiff, FARIBRIDGE REAL ESTATE INVESTMENT TRUST, LLC F/K/A REALFI REAL ESTATE INVESTMENT TRUST LLC, for principal and interest and otherwise upon the consolidated note and consolidated mortgage, upon which this action was brought, and to examine and report whether the mortgaged premises can be sold in parcels, do swear that I will faithfully and fairly determine the solemnly questions so referred to me and make a just and true report thereon, according to the best of my understanding and as the said Order requires. FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 Ben C. McGuire, Es4 Referee S to befor e th s day of 2023 OTARY P BLIC JEREMIAH WOOD NOTARY PUBLIC, STATE OF NEW YORK Reg(stration No. Qualified In 02Wo6037132 Saratoga Commission Expires County February 14, 2026 2 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 EXHIBIT A FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 CONSOLIDATED MORTGAGE NOTE $2,250,000.00 October 16, 2020 This Note consolidates the following promissory notes into a single debt instrument in the principal sum of TWO MILLION TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($2,250,000.00) (collectively the "Notes"): 1. Note made by Robinhood Properties L.L.C. in favor of Habib American Bank in the original principal amount of $680,000.00 dated as of April 1, 2010 2. Note made by Little Falls Garden Apartments LLC in favor of Habib American Bank in the original principal amount of $332,367.00 dated as of April 7, 2010 3. Note made by Little Falls Garden Apartments LLC in favor of Habib American Bank in the original principal amount of $185,865.22 dated as of February 17, 2012 4. Consolidated Note by Little Falls Garden Apartments LLC in favor of Habib American Bank in the original principal amount of $500,000.00 dated as of February 17, 2012 5. Note made by Little Falls Garden Apartments LLC in favor of Habib American Bank in the original principal amount of$100,000.00 dated as of February 17, 2012 6. Note made by Brookview Town Houses LLC in favor of Habib American Bank in the original principal amount of $265,000.00 dated as of April 1, 2010 7. New money Note made by Robinhood Properties L.L.C., Little Falls Garden Apartments LLC and Brookview Town Houses LLC in favor of First Niagara Bank, N.A., in the amount of $820,091.36, dated as of June 20, 2012 8. Consolidated Note made by Robinhood Properties L.L.C., Little Falls Garden Apartments LLC and Brookview Town Houses LLC in favor of First Niagara Bank, N.A., in the amount of $2,300,000, dated as of June 20, 2012 9. Gap Note made by Robinhood Froperties L.L.C., Little Falls Garden Apartments LLC and Brookview Town Houses LLC in favor of RealFi Real Estate Investment Trust LLC, in the original principal amount of $750,000.00, dated as of October 16, 2020 4594889.v2 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 The aforesaid Notes are hereby consolidated as provided above, and the indebtedness evidenced by said promissory notes, as hereby consolidated, shall be repaid according to the terms, covenants and conditions hereinafter set forth. FOR VALUE RECEIVED, Cor Holdings, LLC, a New York limited liability company with an address at 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Robinhood Properties L.L.C., a New York limited liability company with an address at c/o Cor IIoldings, LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 11021, Little Falls Garden Apartments LLC, a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle Neck Road, Unit 5, Great Neck, NY 110213 and Brookview Town Houses LLC, a New York limited liability company with an address at c/o Cor Holdings, LLC, 200 South Middle Neck Road, Unit 5, Oreat Neck, NY 11021 (collectively the"Maker"), promises to pay to the order of RealFi Real Estate Investment Trust LLC, a Delaware Series Limited Liability Company at its offices at 707 Westchester Avenue, Suite 305, White Plains, New York 10604 ("Payee"), or at such place as the holder hereof may from time to time designate in writing, the principal sum of TWO MILLION TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($2,250,000.00) (the "Loan"), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance fmm time to time outstanding at the Applicable Interest Rate (as such term is defined in Section 2 hereof) and to be paid in installments as follows: Monthly payments of interest only at the Applicable Interest Rate, calculated from time 1" to time in accordance with Section 2, shall be due and payable in arrears on the day of each calendar month beginning with the first calendar month after the date hereof without setoti, counterclaim or any other deduction whatsoever. On October 8, 2021 (the "Maturity Date"), the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full, subject to extension of the Loan Term. Each monthly installment hereunder shall be applied to the indebtedness in such order and in such manner as Payee shall elect in Payee's sole and absolute discretion. Payee may allocate any and all such payments to interest, principal and other fees and charges due hereunder or to any one or more of them, in such amount, priorities and proportions as the Payee may determine in its sole and absolute discretion in accordance with the terms hereof. 1. Loan Term. (a) The Maturity Date is October 8, 2021. (b) The Borrower shall have the right, provided that there shall not have occurred an Event of Default at any point during the term of the Loan, nor shall there have occurred and be continuing any default or an event which, with the giving of notice or the passage of time, or both, shall constitute a default, to one (1) extension (the "Extension") of the 2 4594809.v2 FILED: MONTGOMERY COUNTY CLERK 08/22/2023 12:06 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 244 RECEIVED NYSCEF: 08/22/2023 term of the Loan for six (6) months at an Interest Rate of twelve percent (12%) per annum subject to the payment by Borrower of an extension fee equal to one percent (1.00%) of the outstanding principal n balance as of the date of the extension request. 2. Applicable Interest Rate. This loan will accrue interest at the fixed rate of twelve percent (12.0%) per annum, (the "Applicable Interest Rate"), payable in consecutive monthly installments of accrued interest only, in arrears, in an amount equal to the Applicable la Interest Rate on the amount advanced, commencing on the date hereof and on the day of each month thereafter through and until the Maturity Date. Notwithstanding any provision to the contrary, in the event that Maker fails to comply with the covenants set forth in Section 9(f) and/or Section 17 hereof, Payee shall have the right to increase the interest rate to Twenty-Four percent (24%) per annum, until such time as Maker is in compliance with such covenant. 3. Calculation of Interest. (a) Interest on the outstanding principal balance of this Note shall be calculated on the basis of a 360-day year for the actual number of days elapsed in each calendar or partial calendar month for which calculation is made. (b) The first interest accrual period hereunder shall commence on and include the date that principal is advanced hereunder. Each interest accrual period thereafter shall 18 commence on the day of each calendar month during the term of this Note and shall end on 1" and include the day of the next calendar month. 4. Security for the Loan. (a) This Loan is secured by: (i) this Consolidated MortgageNote; (ii) the Consolidation Extension and Modification Agreement of even date herewith "A" consolidating the mortgages set forth on Exhibit (the "Mortgage") (iii) the Security Agreement of even date herewith and (v) the Assignment of Leases and Rents of even date herewith, each affecting the land and improvements related to and located at (a) 759 East Monroe Street Extension, City of Little Falls, County of Herkimer, State of New York, Section 1 15.45, Block 1, Lot 2.2; (b) 60 East Main Street, Town of Mohawk, Village of Fonda, County of Montgomery, State of New York, Section 35.12, Block 3, Lot 23; and (c) 97 Mettowee Street, Town and Village of Granville, County of Washington, State of New York , Section 117.9, Block 1, Lot 32.2 (collectively the "Mortgaged Property") of even date herewith; (vi) a security interest in all business assets of the Maker; (vii) an Environmental Indemnity Agreement by and between Maker and Payee (the "Environmental Agreement") of even date herewith; and (viii) such other documents now or hereafter executed by Maker and/or others and by or in favor of Payee, which wholly or partially secure or guarantee payment of this Note including, without limitation, any collateral assignments and reserve and/or escrow accounts, including but not limited the interest reserve account in the amount of $45,000.00 established at closing Documents" (such other documents, collectively, the "Other Security or "Other Loan Documents"), and any and all other instruments, agreements