Preview
FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477
NYSCEF DOC. NO. 179 RECEIVED NYSCEF: 04/24/2023
EXHIBIT C
FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477
Tr.wn
NYSCEF DOC.: EQNT.GnMRRY
NO. 179 -COUNTY fTERK INDEX
RECEIVED NO.
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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 origiDal principal amount of $750,000.00, dated as
of October 16, 2020
4594889.v2
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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, Oreat Neck, NY 11021, 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, Great Neck, NY 11021 (callectively 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
from 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
In
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 setoff,
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 tenn 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
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tenn of the Loan for six (6) months at an Interest Rate of twelve percent (12%) per
anmun 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 acented interest only, in arrears, in an amount equal to the Applicable
15t
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
commence 151
on the day of each calendar month during the term of this Note and shall end on
15L
and include the day of the next calendar month.
4. Security for the Loan.
(a) This Loan by: (i) this Consolidated
is secured Mortgage Note; (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 115.45, 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 1 17.9, Block 1, Lot 32.2 (callectively the
"Mortgaged Property") date of even
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 guaranteeof this
payment 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 or documents, now or
3
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hereafter evidencing, securing or otherwise relating to the Loan, as the same may be
amended, restated, renewed, consolidated and/or replaced from time to time in
accordance with their respective terms, collectively, the "Loan Documents").
Documents"
(b) As used herein, the term "Loan means, collectively, this
Note, the Mortgage, the Environmental Agreement and the Other Security Documents.
5. Late Charge. any sum payable
If under this Note is not paid on the due date,
Maker shall pay to Payee on demand an additional amount equal to ten percent (10%) of such
delinquent payment to defray the expenses incurred by Payee in handling and processing such
delinquent payment and to compensate Payee for the loss of the use of such delinquent payment,
and such additional amount shall be secured by the Mortgage and the Other Security Documents.
Maker agrees that such late charge does not constitute a penalty. Maker further acknowledges
that such late charge is a reasonable amount in by the
light of the anticipated harm caused
default, the difficulties loss, and the inconvenience
of proof of and difficulty of otherwise
obtaining an adequate remedy. Such charge shall be payable in any event no later than the due
date of the next subsequent installment or at the option of Payee, may be deducted from any
deposits held by Payee as additional security for this Note. Nothing herein is intended to or shall
extend the due dates set forth for payments under this Note. Such late fee may be charged
repeatedly, however, said late fee shall not be compounded on prior late fees, but rather, only on
the amount outstanding exclusive of prior late fees.
6. Events of Default. The entire outstanding principal balance of this Note, together
with all accrued and unpaid interest thereon and all other sums due under the Loan Documents
(all such sums, collectively, the "Debt"), or any portion thereof, shall become immediately due
and payable at the option of Payee: (a) if any payment of principal or interest required in this
Note is not paid after same is due after notice and the expiration of five (5) days or on the
Maturity Date, whichever first occurs; or (b) upon the happening of any other Event of Default
under and as defined in the this Note, the Mortgage or in any other Loan Documents executed by
Maker in favor of Payee after the expiration of all applicable grace, notice and cure periods (each
of the foregoing, an "Event of Default"). In the event that Payee retains counsel to collect the
Debt or to protect or foreclose the security provided in connection herewith after an Event of
Default, Maker also agrees to pay on demand all costs of collection incurred by Payee, including
attorneys'
reasonable fees,for the services of counsel whether or not suit be brought.
(a) The following shall constitute Events of Default hereunder:
(i) to pay or expend promptly
if Maker when due or required
fails any
sum of money required to be paid or expended under this Note or the Mortgage within five (5)
days after receipt of written notice from Lender;
(ii) if Maker fails for thirty (30) days after the giving to it by the Payee
of written notice to comply with any covenants or agreements made by it in this Note or the
Mortgage, other than a covenant to pay or expend any sum of money or if Maker otherwise fails
to comply with any tenns or conditions of this Note; provided, however, that if: (i) compliance
4
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with such non-monetary term or condition
reasonably be effected
cannot within such thirty (30)
day period, then it shall be an Event of Default
if Maker fails, within said thirty (30) day period,
to promptly and in good faith commence to cure the same and thereafter diligently prosecute
such cure to completion in good faith and to Payee's satisfaction, but in any event within sixty
(60) days after notice thereof;
(iii) if a default shall occur under the Note, the Mortgage, or any
document delivered by Maker to Payee in connection with the Loan and shall remain uncured
beyond all applicable grace periods set forth therein;
(iv) if at any time any representation or warranty made by Maker
herein or in any Loan Document shall be incorrect and Maker shall fail to correct same within
thirty (30) days after written notice thereof from Payee, and/or if any representation, disclosure,
warranty, statement, financial information, application and/or other instrument, record,
documentation or paper made or furnished by or on behalf of Maker in connection with this Note
shall be materially misleading, untrue or incorrect;
(v) if Maker or any entity related in whole or in part to Maker shall
default in any respect under any other Loan Documents, including all loan documents executed
by Maker in favor of Payee of even date herewith, which default remains uncured beyond all
applicable grace, notice and cure periods;
(vi) if any of the following events occur: (1) if by order of a court of
competent jurisdiction, a receiver, liquidator or trustee of Maker or any of its, his or their
properties, shall be appointed and shall not have been discharged within sixty (60) days, or (2) if
any of the creditors of Maker shall commence against Maker an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect and if such case
shall not be discharged or dismissed within ninety (90) days after the date on which such case
was commenced, or (3) if Maker is adjudicated bankrupt or insolvent or a petition for
reorganization is granted (without regard for any grace period provided for herein), or (4) if there
is an attachment or sequestration of any of the property of Maker and same is not discharged or
bonded within thirty (30) days, or (5) if Maker shall commence a voluntary case under any such
law, now or hereafter in
effect, relating to the reorganization of Maker or the arrangement or
readjustment of the debts
of Maker, or (6) if Maker shall make any assignment for the benefit of
its or his creditors or shall admit in writing its inability to pay its or his debts generally as they
become due or shall consent to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or of any part of its
or his property, or if Maker shall fail generally to pay its or his debts as such debts become due,
or if Maker shall take any action in furtherance of any of the foregoing;
(viii) if the Maker's real estate or business assets, or any part thereof or
any interest therein is sold, conveyed, assigned or transferred by Maker without the prior written
. consent of Payee;
(ix) if there is a material adverse change in the identity, control or
5
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financial condition of the Maker or the Mortgaged Property;
(x) if Maker ceases to do business or terminates its or their business
for any reason whatsoever or shall cause or institute any proceeding for the dissolution or
termination of Maker;
(xi) if after written notice and the expiration of thirty (30) days Maker
fails to pay or cause to be paid, before any fine, penalty, interest or cost that may be added
thereto, all franchise taxes of Maker, or real estate taxes, assessments, water rates and charges,
and other governmental charges, general and special, ordinary and extraordinary, foreseen as
well as unforeseen, of any kind and nature whatsoever, including, but not limited to, assessments
for public improvements or benefits which are assessed, levied, confirmed, imposed or become a
lien upon the Mortgaged Property or become payable
while any portion of the Loan remains
outstanding or Maker enters into any agreement, whether written or oral, which has the effect of
deferring the payment of any tax or other charges which are or can be assessed, levied,
confirmed, imposed or become a lien on the Mortgaged Property or become payable; unless the
Maker is contesting such fine, penalty, franchise taxes of Maker, real estate taxes, assessments,
water rates and charges, or other governmental charges, general and special, ordinary and
extraordinary; or
(xii) if Maker or the owners of the Mortgaged Property encumber,
alienate, hypothecate, grant a security interest in or grant any other interest whatsoever in the
"Mortgaged Property", as that term is defined in the Mortgage
or any part thereof or any right,
title or interest in this Note
or any proceeds of the Loan without the prior written consent of
Payee, but the transfer of the stock of Maker and a proprietary lease to an individual apartment in
the Mortgaged Property shall not require the written consent of the Payee .
(b) In lieu of or in addition to any rights or remedies to which the Payee may
be entitled at law, in equity or pursuant to any other provision of this Note, Payee shall have the
right upon the happening of any such Event of Default which remains uncured beyond all
applicable grace, notice and cure periods under this Note after the same becomes an "Event of
Default", as that term is described in the Mortgage or this Note, to declare the indebtedness
evidenced by the Note, together with all sums required to be paid under the terms hereof and/or
of the Mortgage, immediately due.and payable as set forth in the Note and Mortgage.
WHETHER OR NOT THE PAYEE ELECTS TO EMPLOY ANY OR ALL OF
THE REMEDIES AVAILABLE TO IT UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE PAYEE SHALL NOT BE LIABLE FOR PAYMENT OF ANY EXPENSE
INCURRED IN CONNECTION WITH THE EXERCISE ANY REMEDY
OF AVAILABLE
TO THE PAYEE OR FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY
OTHER OBLIGATION OF THE MAKER.
7. Default Rate Interest. Upon an event of Default, which includes but is expressly
not limited to failure of Maker to pay when payments are due, any amount due to Payee, Payee,
at its option and in its sole and absolute discretion may enforce the following remedies and or
6
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any other remedies available to the Payee under applicable law: (a) declare the entire unpaid
principal balance and all accrued interest immediately due, without notice, and then Maker will
pay that amount; and/or (b) declare an increase in the interest rate to sixteen percent (24%) per
annum until default is cured in full after which payment, the interest rate shall return to the
Applicable Interest Rate. Should the Event of Default not be cured, foreclosure proceedings may
be initiated to collect the Loan in full.
time'
8. Prepayment. may prepay the Loan
Maker in whole or in part at any
provided however that to the extent the Loan is prepaid at any time prior to the second month of
the term of this Loan, December 8, 2020, Lender, or its assigns, receives an amount such that it
shall receive interest payments equal to a minimum of two (2) months in interest at the time of
prepayment. .
9. Covenants of Maker. Maker covenants with the Payee as follows:
(a) Except to the extent permitted in the Mortgage or the Pledge Agreernent,
Maker will not
(i) sell, transfer, assign or convey the Collateral (as defined in the in the Pledge
Agreement) or the Mortgaged Property (as defmed in the Mortgage) or any part thereof or any
interest therein including, but not limited to, interests of shareholders of Maker other than as set
forth above, (ii) assign this Note or the proceeds of
Preview
FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 NYSCEF DOC. NO. 179 RECEIVED NYSCEF: 04/24/2023 EXHIBIT C FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 Tr.wn NYSCEF DOC.: EQNT.GnMRRY NO. 179 -COUNTY fTERK INDEX RECEIVED NO. NYSCEF: EF2022-477 04/24/2023 .û 419 42â23 .12 :.5.6 -PEl SW5FGEEFDOOC.NGO.2140 RESEE BfBDNMG%lEF :09/2]/3l /0W23 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 origiDal principal amount of $750,000.00, dated as of October 16, 2020 4594889.v2 FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 U NYSCEF . D :.EONTG.QMEEY-COIJNTY LEDOC. NO. 179 K 3 " 6 I NDEX RECEIVED NYSCEF: F2 0 2 2 - 4 7 7 NO . E04/24/2023 IVBCE1E EXialQC .NCRO.2 14 0 RE)glE [EIWB $$E F 097327Q62Q23 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, Oreat Neck, NY 11021, 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, Great Neck, NY 11021 (callectively 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 from 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 In 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 setoff, 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 tenn 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 04/24/2023 04:56 PM INDEX NO. EF2022-477 " INDEX NO. EF2 022 - 477 .. ELLED: NYSCEF DOC. -EQNTGOMERY NO. 179 -COUNTY -CLERK 2 3 6 RECEIVED NYSCEF: 04/24/2023 nW EFDdBC -N¦TD.2 14 O R MWB/lE4litGNE:F "0972t/3 Q 23 tenn of the Loan for six (6) months at an Interest Rate of twelve percent (12%) per anmun 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 acented interest only, in arrears, in an amount equal to the Applicable 15t 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 commence 151 on the day of each calendar month during the term of this Note and shall end on 15L and include the day of the next calendar month. 4. Security for the Loan. (a) This Loan by: (i) this Consolidated is secured Mortgage Note; (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 115.45, 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 1 17.9, Block 1, Lot 32.2 (callectively the "Mortgaged Property") date of even 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 guaranteeof this payment 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 or documents, now or 3 4594809.v2 FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 NO. INDEX EF2022-477 NYSCEF DOC.: NO. 179 Y Y LERK 0 2 10 2 0 23 12 : 5 6 PM RECEIVED NYSCEF: 04/24/2023 NUN [EFD C -N O.2 140 R§ §M§§DuM6fiEF:022/fy0/gW3 hereafter evidencing, securing or otherwise relating to the Loan, as the same may be amended, restated, renewed, consolidated and/or replaced from time to time in accordance with their respective terms, collectively, the "Loan Documents"). Documents" (b) As used herein, the term "Loan means, collectively, this Note, the Mortgage, the Environmental Agreement and the Other Security Documents. 5. Late Charge. any sum payable If under this Note is not paid on the due date, Maker shall pay to Payee on demand an additional amount equal to ten percent (10%) of such delinquent payment to defray the expenses incurred by Payee in handling and processing such delinquent payment and to compensate Payee for the loss of the use of such delinquent payment, and such additional amount shall be secured by the Mortgage and the Other Security Documents. Maker agrees that such late charge does not constitute a penalty. Maker further acknowledges that such late charge is a reasonable amount in by the light of the anticipated harm caused default, the difficulties loss, and the inconvenience of proof of and difficulty of otherwise obtaining an adequate remedy. Such charge shall be payable in any event no later than the due date of the next subsequent installment or at the option of Payee, may be deducted from any deposits held by Payee as additional security for this Note. Nothing herein is intended to or shall extend the due dates set forth for payments under this Note. Such late fee may be charged repeatedly, however, said late fee shall not be compounded on prior late fees, but rather, only on the amount outstanding exclusive of prior late fees. 6. Events of Default. The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other sums due under the Loan Documents (all such sums, collectively, the "Debt"), or any portion thereof, shall become immediately due and payable at the option of Payee: (a) if any payment of principal or interest required in this Note is not paid after same is due after notice and the expiration of five (5) days or on the Maturity Date, whichever first occurs; or (b) upon the happening of any other Event of Default under and as defined in the this Note, the Mortgage or in any other Loan Documents executed by Maker in favor of Payee after the expiration of all applicable grace, notice and cure periods (each of the foregoing, an "Event of Default"). In the event that Payee retains counsel to collect the Debt or to protect or foreclose the security provided in connection herewith after an Event of Default, Maker also agrees to pay on demand all costs of collection incurred by Payee, including attorneys' reasonable fees,for the services of counsel whether or not suit be brought. (a) The following shall constitute Events of Default hereunder: (i) to pay or expend promptly if Maker when due or required fails any sum of money required to be paid or expended under this Note or the Mortgage within five (5) days after receipt of written notice from Lender; (ii) if Maker fails for thirty (30) days after the giving to it by the Payee of written notice to comply with any covenants or agreements made by it in this Note or the Mortgage, other than a covenant to pay or expend any sum of money or if Maker otherwise fails to comply with any tenns or conditions of this Note; provided, however, that if: (i) compliance 4 4594809.v2 FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 NYSCEF DOC.: NO. 179 Y Y K 3 2 " 6 INDEX RECEIVED NO. NYSCEF: EF2 O2 2 - 4 77 04/24/2023 @fgFD@ C "N#O.2 14 O RB É W§DNtW ñEF :0 p/2/3 o;/010223 with such non-monetary term or condition reasonably be effected cannot within such thirty (30) day period, then it shall be an Event of Default if Maker fails, within said thirty (30) day period, to promptly and in good faith commence to cure the same and thereafter diligently prosecute such cure to completion in good faith and to Payee's satisfaction, but in any event within sixty (60) days after notice thereof; (iii) if a default shall occur under the Note, the Mortgage, or any document delivered by Maker to Payee in connection with the Loan and shall remain uncured beyond all applicable grace periods set forth therein; (iv) if at any time any representation or warranty made by Maker herein or in any Loan Document shall be incorrect and Maker shall fail to correct same within thirty (30) days after written notice thereof from Payee, and/or if any representation, disclosure, warranty, statement, financial information, application and/or other instrument, record, documentation or paper made or furnished by or on behalf of Maker in connection with this Note shall be materially misleading, untrue or incorrect; (v) if Maker or any entity related in whole or in part to Maker shall default in any respect under any other Loan Documents, including all loan documents executed by Maker in favor of Payee of even date herewith, which default remains uncured beyond all applicable grace, notice and cure periods; (vi) if any of the following events occur: (1) if by order of a court of competent jurisdiction, a receiver, liquidator or trustee of Maker or any of its, his or their properties, shall be appointed and shall not have been discharged within sixty (60) days, or (2) if any of the creditors of Maker shall commence against Maker an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and if such case shall not be discharged or dismissed within ninety (90) days after the date on which such case was commenced, or (3) if Maker is adjudicated bankrupt or insolvent or a petition for reorganization is granted (without regard for any grace period provided for herein), or (4) if there is an attachment or sequestration of any of the property of Maker and same is not discharged or bonded within thirty (30) days, or (5) if Maker shall commence a voluntary case under any such law, now or hereafter in effect, relating to the reorganization of Maker or the arrangement or readjustment of the debts of Maker, or (6) if Maker shall make any assignment for the benefit of its or his creditors or shall admit in writing its inability to pay its or his debts generally as they become due or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or of any part of its or his property, or if Maker shall fail generally to pay its or his debts as such debts become due, or if Maker shall take any action in furtherance of any of the foregoing; (viii) if the Maker's real estate or business assets, or any part thereof or any interest therein is sold, conveyed, assigned or transferred by Maker without the prior written . consent of Payee; (ix) if there is a material adverse change in the identity, control or 5 4594809.v2 FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 NO.INDEX EF2 02 2 -477 NYSCEF DOC.: NO. 179 Y Y K 3 2 " 6 RECEIVED NYSCEF: 04/24/2023 MS EFD1©9·N 19 -2 140 Rfd ( QF "0cQ2t/3y) jM23 financial condition of the Maker or the Mortgaged Property; (x) if Maker ceases to do business or terminates its or their business for any reason whatsoever or shall cause or institute any proceeding for the dissolution or termination of Maker; (xi) if after written notice and the expiration of thirty (30) days Maker fails to pay or cause to be paid, before any fine, penalty, interest or cost that may be added thereto, all franchise taxes of Maker, or real estate taxes, assessments, water rates and charges, and other governmental charges, general and special, ordinary and extraordinary, foreseen as well as unforeseen, of any kind and nature whatsoever, including, but not limited to, assessments for public improvements or benefits which are assessed, levied, confirmed, imposed or become a lien upon the Mortgaged Property or become payable while any portion of the Loan remains outstanding or Maker enters into any agreement, whether written or oral, which has the effect of deferring the payment of any tax or other charges which are or can be assessed, levied, confirmed, imposed or become a lien on the Mortgaged Property or become payable; unless the Maker is contesting such fine, penalty, franchise taxes of Maker, real estate taxes, assessments, water rates and charges, or other governmental charges, general and special, ordinary and extraordinary; or (xii) if Maker or the owners of the Mortgaged Property encumber, alienate, hypothecate, grant a security interest in or grant any other interest whatsoever in the "Mortgaged Property", as that term is defined in the Mortgage or any part thereof or any right, title or interest in this Note or any proceeds of the Loan without the prior written consent of Payee, but the transfer of the stock of Maker and a proprietary lease to an individual apartment in the Mortgaged Property shall not require the written consent of the Payee . (b) In lieu of or in addition to any rights or remedies to which the Payee may be entitled at law, in equity or pursuant to any other provision of this Note, Payee shall have the right upon the happening of any such Event of Default which remains uncured beyond all applicable grace, notice and cure periods under this Note after the same becomes an "Event of Default", as that term is described in the Mortgage or this Note, to declare the indebtedness evidenced by the Note, together with all sums required to be paid under the terms hereof and/or of the Mortgage, immediately due.and payable as set forth in the Note and Mortgage. WHETHER OR NOT THE PAYEE ELECTS TO EMPLOY ANY OR ALL OF THE REMEDIES AVAILABLE TO IT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE PAYEE SHALL NOT BE LIABLE FOR PAYMENT OF ANY EXPENSE INCURRED IN CONNECTION WITH THE EXERCISE ANY REMEDY OF AVAILABLE TO THE PAYEE OR FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OTHER OBLIGATION OF THE MAKER. 7. Default Rate Interest. Upon an event of Default, which includes but is expressly not limited to failure of Maker to pay when payments are due, any amount due to Payee, Payee, at its option and in its sole and absolute discretion may enforce the following remedies and or 6 4594809.v2 FILED: MONTGOMERY COUNTY CLERK 04/24/2023 04:56 PM INDEX NO. EF2022-477 . INDEX NYSCEF DOC. NO. 179 Y Y 3 2 " 6 NO, RECEIVED NYSCEF: EF2022-477 04/24/2023 M 12FDOCC-N50.2 140 RftE@N#§DNF`t ñE :0 9/21/31A/0pp3 any other remedies available to the Payee under applicable law: (a) declare the entire unpaid principal balance and all accrued interest immediately due, without notice, and then Maker will pay that amount; and/or (b) declare an increase in the interest rate to sixteen percent (24%) per annum until default is cured in full after which payment, the interest rate shall return to the Applicable Interest Rate. Should the Event of Default not be cured, foreclosure proceedings may be initiated to collect the Loan in full. time' 8. Prepayment. may prepay the Loan Maker in whole or in part at any provided however that to the extent the Loan is prepaid at any time prior to the second month of the term of this Loan, December 8, 2020, Lender, or its assigns, receives an amount such that it shall receive interest payments equal to a minimum of two (2) months in interest at the time of prepayment. . 9. Covenants of Maker. Maker covenants with the Payee as follows: (a) Except to the extent permitted in the Mortgage or the Pledge Agreernent, Maker will not (i) sell, transfer, assign or convey the Collateral (as defined in the in the Pledge Agreement) or the Mortgaged Property (as defmed in the Mortgage) or any part thereof or any interest therein including, but not limited to, interests of shareholders of Maker other than as set forth above, (ii) assign this Note or the proceeds of