Preview
FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023
EXHIBIT B
FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023
SULUVAN COUNTY - STATE OF NEW YORK
RUSSELL H. REEVES, COUNTY CLERK
100 NORTH STREET, MONTICELLO, NY 12701
®
RF.T.
COUNTY CLERK'S RECORDINGPAGE
DOCUMENT- DETACH***
***THIS PAGE IS PART OF THE DO NOT
Recording:
Cover Page 5.00
Recording Fee 105.00
M
Cul tural Ed 14 . 25
Records Management - Coun 1.00
Records Management - Stat 4. 75
INSTRUMENT # : 2022-6438 Sub Tota-I : 130. 00
Receipt#: 2022929291 Mortgage Tax
Clerk : AMH Basic 573. 50
Rec Date: 06/16/2022 02:19:07 PM SONYMA 286.75
Doc Grp: RP Additional 0.00
Descrip: MORTGAGE Local 286. 75
Num Pgs : 18
' Sub Total : 1147.00
Rec d Frm: B & K ABSTRACT CORp
Party1: CASTIL LO NELSON
Party2: HOMETOWN EQUITY MORTGAGE LLC Total : 1277.00
**** NOTICE: THIS IS NOT A BILL ****
BY NOMINEE
Town : LIBERTY VILL
104.-1-24
***** Mortgage Tax *****
Serial #: DN-0634
1-2 Famil y Home
Mtg Amt: 114750.00
Basic 573-50
SONYMA 286.75
Local 286.75
Total: 1147.00
I hereby certify that the within and foregoing was
recordedin the Sullivan County Clerk's Office
Record and Return To:
B & K ABSTRACT CORP RussellH. Reeves
P/U Sullivan County Clerk
MONTICELL O NY 12701
***THIS IS NOT AN INVOICE***
FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023
PREPAREDBY,ANDAFTER RECORDING
RETURNTO:
HOMITOWN EQUITY MORTGAGE, LLC
25531 Comrnercentre Drive, #250
Lake Forest, CA 92630
Attn: Alan Vidal
LOCATION OF PREMISES:
Street Address: 15 Winthrop Ave.
County: Sul>ivan
5tate: New York
Block: 1
Lot: 24
MORTGAGE,
ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
(NEW YORK)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM PRINCIPAL INDE8TEDNESS
SECURED UNDER ANY CONTINGENCY 5Y THI5 5ECURITY INSTRUMENT WILL IN NO EVElVT EXCEED ONE HUNDRED
FOURTEEN THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS (US $114,750.00).
L THIS MORTGAGE, ASSIGNMENT OF RENTSAND SECURITYAGREEMENT (this "Instrumert") Is dated
as of june 8, 2022, and is given by NELSON CASTILLO, whose address is 207 Hillside Ave., White Pla'rts, NY 10603,
as mortgagor ("Borrower"), in favor of MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware
corporation, and whose mailing address is MERS, 1901 E Voorhees St., Suite C, Danville, IL 61834; P.O. Box 2026,
("Mortgagee"
Flint, MI 48501-2026, tel. (888} 679-MERS, as mortgagee or "MER5").
11. Borrower is indebted to HOMETOWN EQUITY MORTGAGE, LLC, a Missouri Ilmited liabiHty
company, whose address Is 25531 commercentre Drive, #250, Lake Forest, CA9263D, Attn: Alan Vidal FLender")
in the principal amount of ONE HUNDRED FOURTEEN THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS
this
(US $114,750.00), as evidenced by Durrowt-r½ Proad33m y Note payable 1u Lender, date-d m of the date of
earner of and the date on which the unpaid principal balance of
Instrunnent, and maturing on the (i) jury 1, 20S2, (ii)
exercise
the Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the
Date").
by Leader of any right ocremedy under any Loan Document (the "Maturity
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B & K ABSTRACT CORP.
88 OLD ROUTE 17
P.O. DCX 53o
MONTICELLO. NY 12701
FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899
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NI. TO SECURETO LENDER the repayment of the Indebtedness, and all renewals, extensions and
modifications of the Indebtedness, and the performance of the covenants and agreements of Borrower contained
in theLoan Documents (other than the Environmental Indemnity and any guaranty), Barrower mortgages, warrants,
grants, conveys and assigns to MERS (solely as nominee for Lender and Lender's successors and assigns) and to the
successors and assigns of MERS, the Mortgaged Property, including the Land focated in Sullivan County, State
of New York and described in Exhibit; "A" attached to this Instrument.
IV. Borrower states that Borrower is lawfully seized of the Mortgaged Property and has the right,
power and authority to mortgage, grant, convey and assign the Mortgaged Property, and that the Mortgaged
Property is unencumbered, except as shown on the Schedule of Title Exceptions. Borrower covenants that Borrower
will warrant and defend generally the title to the Mortgaged Property against all claims and demands, subject to arty
easements and restrictions listed in the Schedule of Title Exceptions. Borrower understands and agrees that MERS
holds only legal title to theinterests gra nted by Borrower in this Instrument, but, if necessary to comply with law or
custom, MERS (as nominee for Lender and Lender's successors and assigns) has the right: to exercise any or all of
those interests, including but not limited to, the right to foreclose and sell the Mortgaged Property; and to take any
action required of Lender including, but not limited to, releasing and canceling this instrument.
Covenants. In consideration of the mutual prornises set forthin thisinstrument, Borrower and Lender, covenant and
agree as follows:
A. DEFINITIONS. The following terms, when used in this instrument (including when used in the above recitals),
shalf have the following meanings and any capitalized terrn not specifically defined in this Instrument shall have the
meaning ascribed to that term in the Loan Agreement:
"Assignment"
means, collectively, the provisions of sections C and D of this Instrument relating to the
assignment of rents and leases affecting the Mortgaged Property.
"Attorneys' Costs"
Fees and means (a) fees and out-of-pocket costs of Lender's and Loan Servicer's attorneys,
as applicable (whether or not any lawsuit or other proceeding is instituted), including costs of Lender's and Loan
Servicer's allocable costs of in-house counsel, support staff costs, costs of preparing for litigation,computerized
research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating,
process service, videotaping and similar costs and expenses: (b) costs and fees of expert witnesses, including
"Attorneys' Costs"
appraisers; and (c) investigatory fees. As used in this Instrument and in the Note, Fees and
shall include those awarded by an appellate court.
"Borrower" "Borrower"
means all Persons identified as in Recital I of this Instrument, together with their
successors and assigns.
"Collateral Agreement" has the definition given such term in the Loan Agreement.
Indemnity"
"Environmental means the provisions of section D.7 of the Loan Agreement.
"Fixtures"
means all property owned by Barrower which is so attached to the Land or the Improvements as to
constitute a fixture under applicable law, including: machinery, equipment, engines, boilers, incinerators,
installed building materials; systems and equipment for the purpose of supplying or distributing heating,
cooling, electricity, gas, water, air, or light; antennas, cable, wiring and conduits used in connection with radio,
television, security, fire prevention, or fire detection or otherwise used to carry electronic signals; telephone
systems and equipment; elevators and related machinery and equipment; fire detection, prevention and
extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems;
water heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers
and other appliances; light fixtures, awnings, storm windows and storm doors; pictures, screens, blinds,shades,
curtains and curtain rods; mirrors; cabinets, paneling, rugs and floor and wall coverings; fences, trees and plants;
swimming pools; and exercise equipment.
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Authority"
"Governmental means any board, commission, department or body of any municipal, county, state
or federal governmental unit, or any subdivision of any of them, that has or acquires jurisdiction over the
Mortgaged Property or the use, operation or improvement of the Mortgaged Property or over Borrower.
"Hazardous Materials" means petroleum and petroleum products and compounds containing them, including
gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls
and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any
form that is or couldbecome friable; underground or above-ground storage tanks, whether empty or containing
any substance; any substance the presence of which on the Mortgaged Property is prohibited by any federal,
state or Iocal authority; any substance that requires special handling; and any other material or substance now
material,"
or in the future defined as a "hazardous substance," "hazardous "hazardous
waste," "toxic
substance,"
"toxic pollutant," "contaminant," or "pollutant" within the meaning of any Hazardous Materials
Law.
"Hazardous Laws"
Materials means all federal, state, and focal laws, ordinancesand regulations and standards,
rules, policies and other governmental requirements, administrative rulings and court judgments and decrees
in effect now or in the future andincluding all amendments, thatrelate to Hazardous Materials or the protection
of human health or the environment and apply to Barrower or to the Mortgaged Property. Hazardous Materials
Laws include, but are not limited to, the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the
Cornprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as
amended by the Superfund Amendments Reauthorization Act of 1986, the Materials Transportation Act, 49
U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the
Toxic5ubstance Control Act, 15 U.S.C. Section 2601, etseq., the Clean Water Act, 33 U.S.C. Section 1251,etseq.,
the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Solid Waste Disposa1Act,
as amended, the Clean Air Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety
and Health Act, as amended, and the Hazardous MaterialsTransportation Act, 49 U.S.C. Section 5101, and their
state analogs.
"Improvements"
means the buildings, structures, improvements, and alterations now constructed or at any
time in the future constructed or placed upon the Land, including any future replacements and additions.
"Indebtedness"
means the principal of, interest on, and all other amounts due at any time under, the Note, the
Loan Agreement (other than the Environmental Indemnity), thisinstrument or any other Loan Document (other
than any guaranty), including prepayment premiums, late charges, default interest, and advances to protect the
security of this Instrument under section G of this instrument or any other applicable provision of the Loan
Agreement, this Instrument or any other Loan Document or as permitted by law.
"Land"
means the land described in Exhibit "A".
"Leases"
means all present and future leases, subleases, licenses, concessions or grants or other possessory
interests now or hereafter in force, whether oral or written, covering or affecting the Mortgaged Property, or
any portion of the Mortgaged Property, and all modifications, extensions or renewals.
"Lender"
means the Person or Persons identified as "Lender" in Recital II of this Instrument, or any subsequent
holder of the Note.
"Loan"
means the loan evidenced by the Note and secured by this Instrument.
Agreement"
"Loan means the Loan Agreement executed by 8orrower and Lender and dated as of the date of
this Instrument, as such agreement may be amended from time to time.
Documents"
"Loan means the Note, this Instrument, the Assignment, the Loan Agreement, all guaranties, all
indemnity agreements, all Collateral Agreements, O&M Plans, and any other documents now or in the future
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executed by Borrower, any Guarantor or any other Person in connection with the Loan, as such documents may
be amended from time to time.
"LoanServicer"
means the Person or Persons that from timeto time is designated by Lender to collect payments
and deposits and receive notices under the Note, this Instrument and any other loan Document, and otherwise
to service the Loan for the benefit of Lender. unless otherwise specified in section B of the Note, or unless
Borrower receives notice to the contrary, the Loan Servicer means the Person or Persons identified as "Lender"
in Recital II of this Instrument,
"MERS" "MERS"
means the entity identified as "Mortgagee" or in page one of this instrument. MERS acts as
nomineein the county land records for the Lender as more particularly set forthin the Section of this Instrument
entitled "MERS PROVISIONS".
"Mortgaged Property" means all of Borrower's present and future right, title and interest in and to all of the
following: (1) the Land; (2) the Improvements; (3) the Fixtures; (4) the Personalty; (5) all current and future
rights, including air rights, development rights, zoning rights and other similar rights or interests, easernents,
tenements, rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses,
and appurtenances related to or benefiting the Land or the improvements, or both, and all rights-of-way,
streets, alleys and roads which may have been or may in the future be vacated; (6) all proceeds paid or to be
paid by any insurer of the Land, the improvements, the Fixtures, the Personalty or any other part of the
Mortgaged Property, whether or not Borrower obtained the insurance pursuant to Lender's requirement; (7) all
awards, payments and other compensation made or to be made by any municipal. state or federal authority
with respect to the Land, the Improvements, the Fixtures, the Personalty or am other part of the Mortgaged
Property, including any awards or settlements resulting from condemnation proceedings or the total or partial
taking of the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property
under the power of eminent domain or otherwise and including any conveyance in lieu thereof; (8) all contracts,
options and other agreements for the sale of the Land, the improvements, the Fixtures, the Personalty or any
other part of the Mortgaged Property entered into by Barrower now or in the future,including cash or securities
deposited to secure performance by parties of their obligations; (9) all proceeds from the conversion, voluntary
or involuntary, of any of the above into cash or liquidated claims, and the right to collect such proceeds; (10) all
Rents and Leases; (11) all earnings, royalties, accounts receivable. issues and profits from the Land, the
Improvements or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan; (12) aD
funds on deposit pursuant to any separate agreement between Borrower and Lender (including, without
limitation, all imposition Deposits) for the purpose of establishing replacement reserves for the Mortgaged
Property, tofund any water and sewer charges, premiums for fire or other hazard insurance, rent loss insurance
or other insurance required by Lender, taxes, assessments, vault rentals, or other charges or expenses required
by Lender to protect the Mortgaged Property, establishing a fund to assure the completion of repairs or
improvements specified in that agreement, or assuring reduction of the outstanding principal balance of the
indebtedness if the occupancy of or income from the Mortgaged Property does not increase toa level specified
in that agreement, or any other agreement or agreements between Borrower and Lender which provide for the
establishment of any other fund, reserve or account; (13) all refunds or rebates of Impositions by any municipal,
state or federal authority or insurance company (other than refunds applicable to periods before the real
property tax year in which this instrument is dated); (14) all tenant security deposits which have not been
forfeited by any tenant under any Lease and any bond or other security in lieu of such deposits; and (15) all
names under or by which any of the above Mortgaged Property may be operated or known, and an trademarks,
trade names, and goodwill relating to any of the Mortgaged Property.
Collateral"
"Mortgaged Property UCC means any of the Mortgaged Property which, under applicable law, may
be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is
owned now or acquired in the future, and all products and cash and non-cash proceeds thereof.
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"Note"
means the Promissory Note described in Recital 11of this Instrument, including all schedules, riders,
allonges and addenda, as such Promissory Note may be arnended frorn time to time.
"Person"
means any natural person, sole proprietorship, corporation, general partnership, lirnited partnership,
limited liability company, limited liability partnership, limited liability limited partnership, joint venture,
association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or
municipal government (or any agency or political subdivision thereof), endowment fund or any other form of
entity.
"Personalty"
means all: ) accounts (including deposit accounts); (2) equipment and inventory owned by
Borrower which are used now or in the future in connection with the ownership, management or operation of
the Land of the Improvements or are located on the Land or in the improvements, including furniture,
furnishings,machinery, building materials, appliances, goods, supplies, tools, books, records (whether in written
or electronic form), computer equipment (hardware and software); (3) other tangible personal property (other
than Fixtures) which are used now or in the future in connection withthe ownership, management or operation
of the Land or the improvements or are located on the Land or in the Improvements; (4) any operating
agreements relating to the Land or the Improvements; (5) any surveys, plans and specifications and contracts
for architectural, engineering and construction services relating to the Land or the Improvements; (6) all other
intangible property and rights relating to the operation of, or used in connection with, the Land or the
Improvements, including all governmental permits relating to any activities on the Land or the improvernents
and including subsidy or similar payments received from any sources, including a Governmental Authority; and
(7) any rights of Borrower in or under letters of credit.
Jurisdiction"
"Property means the jurisdiction in which the Land is focated.
"Rents"
means all rents, revenues and other income of the Land or the improvements, whether now due, past
due, or to become due, and deposits forfeited by tenants.
"Schedule of Title Exceptions" means title exceptions approved by Lender and shown in the schedule of
exceptions to coverage in the title policy issued to tender contemporaneously with the recordation of this
Instrument and insuring Lender's interest in the Mortgaged Property.
"Taxes"
means all taxes, assessments, vault renters and other charges, if any, general, special or otherwise,
including all assessments for schools, public betterments and general or local improvements, which are levied,
assessed or imposed by any public authority or quasi-public authority,and which, if not paid, will become a lien,
on the Land or the Improvements.
"Uniform Comrnercial Code" or "UCC" means the Uniform Commercial Code as in effect in the Property
Jurisdiction; provided that, to the extent perfection or the effect of perfection or non-perfection or the priority
of any security interest in any collateralis governed by the Uniform Commercial Code as in effect in a jurisdiction
Code" "UCC"
other than the Property jurisdiction, "Uniform Commercial or means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non-perfection or priority.
B. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT.This Instrument is also a security agreement under the
Uniform Commercial Code for the Mortgaged Property UCC Colfateral, and Borrower, as debtor, hereby grants to
MERS and/or Lender, as secured party, a security interest in the Mortgaged Property UCC Collateral. Borrower
hereby authonzes Lender to prepare and file financing statements, continuation statements and financing statement
amendments in such form as Lender rnay require to perfect or continue the perfection of this security interest and
Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation
statements and amendments. Without limiting the generality of the foregoing, Borrower authorizes Lender to file
assets"
any financing statement thatdescribes the collateral as "all of Borrower, or words to similar effect. Borrower
shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or
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amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or
permit to exist any other lien or security interest in any of the Mortgaged Property UCC Cohateral. Unless Borrower
gives notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to
Lender modifications or supplements of this Instrument (and any financing statement which inay be filed in
connection with this Instrument) as Lender may require, Borrower shall not (a) change its name, identity, structure
or jurisdictionof organization; (b) change the location of its place of business (or chief executive office if more than
one place of business); or (c) add to or change any location at which any of the Mortgaged Property UCC Collateral
is stored, held or located. If an Event of Default has occurred which, if it is amenable to cure, has not been timely
cured, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all
remedies provided by this Instrument or existing under applicable law. in exercising any remedies, Lender may
exercise its remedies against the Mortgaged Property UCC Collateral separately or together, and in any order,
without in any way affecting the availability of Lender's other remedies. This Instrument constitutes a financing
statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by
applicable law.
C. ASSIGNMENT OF RENTS; APPOINTMENT OF RECENER; LENDER IN POSSESSION.
C.1. As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and
transfers to Lender alf Rents. It is the intention of Borrower to establish a present, absolute and irrevocable transfer
and assignment to Lender of all Rents and to authorize and empower Lender to collect and receive all Rents without
the necessity of further action on the part of Borrower. Promptly upon request by Lender, Borrower agrees to
execute and deliver such further assignments as Lendermay from time to time require. Borrower and Lender intend
this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an
assignment for additional security only. For purposes of giving effect to this absolute assignment of Rents, and for
no other purpose, Rents shall not be deemed to be a part of the "Mortgaged Property" as that term is defined in
section A above. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its
terms under the laws of the Property Jurisdiction, then the Rents shall be included as a part of the Mortgaged
Property and it is the intention of Borrower that in this circumstance this Instrument create and perfect a lien on
Rents in favor of MERS and/or Lender, which lien shall be effective as of the date of this Instrument,
C.2. After the occurrence of an Event of Default, Borrower authorizes Lender to collect, sue for and
compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender.
However, until the occurrence of an Event of Default, Lender hereby grants to Borrower a revocable license to collect
and receive all Rents, to hold all Rents in trust for the benefit of Lender and to apply all Rents to pay the installments
of interest and principal then due and payable under the Note and the other amounts then due and payable under
the other Loan Documents, including Imposition Deposits, and to pay the current costs and expenses of managing,
operating and maintaining the Mortgaged Property, including utilities, Taxes and insurance premiums (to the extent
not included in Imposition Deposits), tenant improvements and other capital expenditures. 50 long as no Event of
Default has occurred which, ifit is amenable tocure, has not been timely cured, the Rents remaining after application
pursuant to the preceding sentence rnay be retained by Borrower free and clear of, and released from, Lender's
rights with respect to Rents under this Instrument. From and after the occurrence of an Event of Default, and without
the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, or by
a receiver, Borrower's license to collect Rents shall automatically terminate and Lender shall without notice be
entitled
to all Rents as they become due and payable, induding Rents then due and unpaid. Borrower shall pay to
Lender upon demand all Rents to which Lender is entitled. At any time on or after the date of Lender's demand for
Rents, Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to all tenants of the
Mortgaged Property instructing them to pay alf Rents to Lender, no tenant shall be obligated to inquire further as to
the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any
amounts which are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered
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to each tenant personally, by mail or by delivering such demand to each rental unit. Borrower shall not interfere
with and shal) cooperate with Lender's collection of such Rents.
C3. Borrower states that Borrower has notexecuted any prior assignment of Rents (other than an assignment
of Rents securing indebtedness that will be paid off and discharged with the proceeds of the Loan), that Borrower
has not performed, and Barrower covenants and agrees that it will not perform, any acts and has not executed, and
shall not execute, any instrument which would prevent Lender from exercising its rights under this section C, and
that at the time of execution of this Instrument there has been no anticipation or prepayment of any Rents for more
than two (2) months prior to the due dates of such Rents. Borrower shall not collect or accept payment of any Rents
more than two (2) months prior to the due dates of such Rents.
D. ASSIGNMENT OF LEASES; LEASESAFFECTING THE MORTGAGED PROPERTY.
D1 As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and
transfers to Lender all of Borrower's right, title and interest in, to and under the Leases, including Borrower's right,
power and authority to modify the terms of any such Lease, or extend or terminate any such Lease, It is the intention
of Borrower to establish a present, absolute and irrevocable transfer and assignment to Lender of all of Borrower's
right, title and interest In, to and under the Leases, Borrower and Lender intend this assignment of the Leases to be
immediately effective and to constitute an absolute present assignment and not an assignment for additional
security only. For purposes of giving effect to thls absolute assignment of the Leases, and for no other purpose, the
Leases shall not be deemed to be a part of the "Mortgaged Property" as that term is defined in section A above.
However, if this present, absolute and unconditional assignment of the Leasesis not enforceable by its terms under
the laws of the Property Jurisdiction, then the Leases shall be included as a part of the Mortgaged Property and it is
the intention of Borrower that in this circumstance this Instrument create and perfect a lien on the Leases in favor
of MERS and/or lender, which lien shali be effective as of the date of this instrument.
D.2. Until Lender gives notice to Borrower of Lender's exercise of its rights under this section D, Borrower shall
have all rights, power and authority granted toBorrower under any Lease (except as otherwise limited by this section
D or any other provision of this Instrument), including the right, power and authority to modify the terms of any
Lease or extend or terminate any Lease. Upon the occurrence of an Event of Default, the permission given to
Borrower pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall
automatically terminate. Borrower shall comply with and observe Borrowers obligations under all Leases, including
Borrower's obligations pertaining to the maintenance and disposition of tenant security deposits.
D.3. Borrower acknowledges and agrees that the exercise by Lender, either directly or by a receiver, of any of
the rights conferred under this section D shaK not be construed to make Lender a mortgagee-in-possession of the
Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and the
Improvements. The acceptance by Lender of the assignment of the Leases pursuant to section D.1 above shall not
at any time or in any event obligate Lender to take any action under this Instrument or to expend any money or to
incur any expenses. Lender shall not be liable in any way for any injury or damage to person or property sustained
by any Person in or about the Mortgaged Property. Prior to Lenders actual entry into and taking possession of the
Mortgaged Property, Lender shall not (a) be obligated to perform any of the terms, covenants and conditions
contained in any Lease (or otherwise have any obligation with respect to any Lease); (b) be obligated to appear in or
defend any action or proceeding relating to the Lease or the Mortgaged Property; or (c) be responsible for the
operation, control, care, rnanagement or repair of the Mortgaged Property or any portion of the Mortgaged
Property. The execution of this Instrument by Borrower shall constitute conclusive evidence that all responsibiKty
for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Borrower,
prior to such actual entry and taking of possession.
D.4. Upon delivery of notice by Lender to Borrower of Lenders exercise of Lender's rights under this section
D at any time after the occurrence of an Event of Default, and without the necessity of Lender entering upon and
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taking a nd maintaining control of the Mortgaged Property directly, by a receiver, or by any other manner or
proceeding perrnitted by the laws of the Property Jurisdiction, Lender immediately shall have all rights, powers and
authoritygranted to Borrower under any Lease, including the right, power and authority to modify the terms of any
such Lease, or extend or terminate any such Lease.
D.5. Borrower shall, prornptly upon Lender's request, deliver to Lender an executed copy of each Lease then
in effect. All Leases shall be on forms approved by Lender, shall be for initial terms of at least six months and not
more than two years, and shall not include options to purchase,
DA. Borrower shall not receive or accept Rent under any Lease for more than two (2) monthsin advance.
E. PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS; PREPAYMENT PREMlUM.
Borrower shall pay the Indebtedness when due in accordance with the terms of the Note and the other Loan
Documents and shall perform, observe and comply with all other provisions of the Note and the other Loan
Documents. Borrower shall pay a prepayment premium in connection with certain prepayments of the
indebtedness, including a payment made after Lender'sexercise of any right of acceleration of
Preview
FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 EXHIBIT B FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 SULUVAN COUNTY - STATE OF NEW YORK RUSSELL H. REEVES, COUNTY CLERK 100 NORTH STREET, MONTICELLO, NY 12701 ® RF.T. COUNTY CLERK'S RECORDINGPAGE DOCUMENT- DETACH*** ***THIS PAGE IS PART OF THE DO NOT Recording: Cover Page 5.00 Recording Fee 105.00 M Cul tural Ed 14 . 25 Records Management - Coun 1.00 Records Management - Stat 4. 75 INSTRUMENT # : 2022-6438 Sub Tota-I : 130. 00 Receipt#: 2022929291 Mortgage Tax Clerk : AMH Basic 573. 50 Rec Date: 06/16/2022 02:19:07 PM SONYMA 286.75 Doc Grp: RP Additional 0.00 Descrip: MORTGAGE Local 286. 75 Num Pgs : 18 ' Sub Total : 1147.00 Rec d Frm: B & K ABSTRACT CORp Party1: CASTIL LO NELSON Party2: HOMETOWN EQUITY MORTGAGE LLC Total : 1277.00 **** NOTICE: THIS IS NOT A BILL **** BY NOMINEE Town : LIBERTY VILL 104.-1-24 ***** Mortgage Tax ***** Serial #: DN-0634 1-2 Famil y Home Mtg Amt: 114750.00 Basic 573-50 SONYMA 286.75 Local 286.75 Total: 1147.00 I hereby certify that the within and foregoing was recordedin the Sullivan County Clerk's Office Record and Return To: B & K ABSTRACT CORP RussellH. Reeves P/U Sullivan County Clerk MONTICELL O NY 12701 ***THIS IS NOT AN INVOICE*** FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 PREPAREDBY,ANDAFTER RECORDING RETURNTO: HOMITOWN EQUITY MORTGAGE, LLC 25531 Comrnercentre Drive, #250 Lake Forest, CA 92630 Attn: Alan Vidal LOCATION OF PREMISES: Street Address: 15 Winthrop Ave. County: Sul>ivan 5tate: New York Block: 1 Lot: 24 MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (NEW YORK) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM PRINCIPAL INDE8TEDNESS SECURED UNDER ANY CONTINGENCY 5Y THI5 5ECURITY INSTRUMENT WILL IN NO EVElVT EXCEED ONE HUNDRED FOURTEEN THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS (US $114,750.00). L THIS MORTGAGE, ASSIGNMENT OF RENTSAND SECURITYAGREEMENT (this "Instrumert") Is dated as of june 8, 2022, and is given by NELSON CASTILLO, whose address is 207 Hillside Ave., White Pla'rts, NY 10603, as mortgagor ("Borrower"), in favor of MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware corporation, and whose mailing address is MERS, 1901 E Voorhees St., Suite C, Danville, IL 61834; P.O. Box 2026, ("Mortgagee" Flint, MI 48501-2026, tel. (888} 679-MERS, as mortgagee or "MER5"). 11. Borrower is indebted to HOMETOWN EQUITY MORTGAGE, LLC, a Missouri Ilmited liabiHty company, whose address Is 25531 commercentre Drive, #250, Lake Forest, CA9263D, Attn: Alan Vidal FLender") in the principal amount of ONE HUNDRED FOURTEEN THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS this (US $114,750.00), as evidenced by Durrowt-r½ Proad33m y Note payable 1u Lender, date-d m of the date of earner of and the date on which the unpaid principal balance of Instrunnent, and maturing on the (i) jury 1, 20S2, (ii) exercise the Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the Date"). by Leader of any right ocremedy under any Loan Document (the "Maturity New York Mortgage © GoDocs*All 8sghtsReserved B & K ABSTRACT CORP. 88 OLD ROUTE 17 P.O. DCX 53o MONTICELLO. NY 12701 FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 NI. TO SECURETO LENDER the repayment of the Indebtedness, and all renewals, extensions and modifications of the Indebtedness, and the performance of the covenants and agreements of Borrower contained in theLoan Documents (other than the Environmental Indemnity and any guaranty), Barrower mortgages, warrants, grants, conveys and assigns to MERS (solely as nominee for Lender and Lender's successors and assigns) and to the successors and assigns of MERS, the Mortgaged Property, including the Land focated in Sullivan County, State of New York and described in Exhibit; "A" attached to this Instrument. IV. Borrower states that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to mortgage, grant, convey and assign the Mortgaged Property, and that the Mortgaged Property is unencumbered, except as shown on the Schedule of Title Exceptions. Borrower covenants that Borrower will warrant and defend generally the title to the Mortgaged Property against all claims and demands, subject to arty easements and restrictions listed in the Schedule of Title Exceptions. Borrower understands and agrees that MERS holds only legal title to theinterests gra nted by Borrower in this Instrument, but, if necessary to comply with law or custom, MERS (as nominee for Lender and Lender's successors and assigns) has the right: to exercise any or all of those interests, including but not limited to, the right to foreclose and sell the Mortgaged Property; and to take any action required of Lender including, but not limited to, releasing and canceling this instrument. Covenants. In consideration of the mutual prornises set forthin thisinstrument, Borrower and Lender, covenant and agree as follows: A. DEFINITIONS. The following terms, when used in this instrument (including when used in the above recitals), shalf have the following meanings and any capitalized terrn not specifically defined in this Instrument shall have the meaning ascribed to that term in the Loan Agreement: "Assignment" means, collectively, the provisions of sections C and D of this Instrument relating to the assignment of rents and leases affecting the Mortgaged Property. "Attorneys' Costs" Fees and means (a) fees and out-of-pocket costs of Lender's and Loan Servicer's attorneys, as applicable (whether or not any lawsuit or other proceeding is instituted), including costs of Lender's and Loan Servicer's allocable costs of in-house counsel, support staff costs, costs of preparing for litigation,computerized research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping and similar costs and expenses: (b) costs and fees of expert witnesses, including "Attorneys' Costs" appraisers; and (c) investigatory fees. As used in this Instrument and in the Note, Fees and shall include those awarded by an appellate court. "Borrower" "Borrower" means all Persons identified as in Recital I of this Instrument, together with their successors and assigns. "Collateral Agreement" has the definition given such term in the Loan Agreement. Indemnity" "Environmental means the provisions of section D.7 of the Loan Agreement. "Fixtures" means all property owned by Barrower which is so attached to the Land or the Improvements as to constitute a fixture under applicable law, including: machinery, equipment, engines, boilers, incinerators, installed building materials; systems and equipment for the purpose of supplying or distributing heating, cooling, electricity, gas, water, air, or light; antennas, cable, wiring and conduits used in connection with radio, television, security, fire prevention, or fire detection or otherwise used to carry electronic signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers and other appliances; light fixtures, awnings, storm windows and storm doors; pictures, screens, blinds,shades, curtains and curtain rods; mirrors; cabinets, paneling, rugs and floor and wall coverings; fences, trees and plants; swimming pools; and exercise equipment. New York Mortgage Page 2 © Gooocs®AHRightsReserved. FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 Authority" "Governmental means any board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision of any of them, that has or acquires jurisdiction over the Mortgaged Property or the use, operation or improvement of the Mortgaged Property or over Borrower. "Hazardous Materials" means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or couldbecome friable; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which on the Mortgaged Property is prohibited by any federal, state or Iocal authority; any substance that requires special handling; and any other material or substance now material," or in the future defined as a "hazardous substance," "hazardous "hazardous waste," "toxic substance," "toxic pollutant," "contaminant," or "pollutant" within the meaning of any Hazardous Materials Law. "Hazardous Laws" Materials means all federal, state, and focal laws, ordinancesand regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees in effect now or in the future andincluding all amendments, thatrelate to Hazardous Materials or the protection of human health or the environment and apply to Barrower or to the Mortgaged Property. Hazardous Materials Laws include, but are not limited to, the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the Cornprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended by the Superfund Amendments Reauthorization Act of 1986, the Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic5ubstance Control Act, 15 U.S.C. Section 2601, etseq., the Clean Water Act, 33 U.S.C. Section 1251,etseq., the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Solid Waste Disposa1Act, as amended, the Clean Air Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended, and the Hazardous MaterialsTransportation Act, 49 U.S.C. Section 5101, and their state analogs. "Improvements" means the buildings, structures, improvements, and alterations now constructed or at any time in the future constructed or placed upon the Land, including any future replacements and additions. "Indebtedness" means the principal of, interest on, and all other amounts due at any time under, the Note, the Loan Agreement (other than the Environmental Indemnity), thisinstrument or any other Loan Document (other than any guaranty), including prepayment premiums, late charges, default interest, and advances to protect the security of this Instrument under section G of this instrument or any other applicable provision of the Loan Agreement, this Instrument or any other Loan Document or as permitted by law. "Land" means the land described in Exhibit "A". "Leases" means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property, and all modifications, extensions or renewals. "Lender" means the Person or Persons identified as "Lender" in Recital II of this Instrument, or any subsequent holder of the Note. "Loan" means the loan evidenced by the Note and secured by this Instrument. Agreement" "Loan means the Loan Agreement executed by 8orrower and Lender and dated as of the date of this Instrument, as such agreement may be amended from time to time. Documents" "Loan means the Note, this Instrument, the Assignment, the Loan Agreement, all guaranties, all indemnity agreements, all Collateral Agreements, O&M Plans, and any other documents now or in the future New York Mortgage Page 3 © GoDocs*All RightsReserved FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 executed by Borrower, any Guarantor or any other Person in connection with the Loan, as such documents may be amended from time to time. "LoanServicer" means the Person or Persons that from timeto time is designated by Lender to collect payments and deposits and receive notices under the Note, this Instrument and any other loan Document, and otherwise to service the Loan for the benefit of Lender. unless otherwise specified in section B of the Note, or unless Borrower receives notice to the contrary, the Loan Servicer means the Person or Persons identified as "Lender" in Recital II of this Instrument, "MERS" "MERS" means the entity identified as "Mortgagee" or in page one of this instrument. MERS acts as nomineein the county land records for the Lender as more particularly set forthin the Section of this Instrument entitled "MERS PROVISIONS". "Mortgaged Property" means all of Borrower's present and future right, title and interest in and to all of the following: (1) the Land; (2) the Improvements; (3) the Fixtures; (4) the Personalty; (5) all current and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easernents, tenements, rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related to or benefiting the Land or the improvements, or both, and all rights-of-way, streets, alleys and roads which may have been or may in the future be vacated; (6) all proceeds paid or to be paid by any insurer of the Land, the improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance pursuant to Lender's requirement; (7) all awards, payments and other compensation made or to be made by any municipal. state or federal authority with respect to the Land, the Improvements, the Fixtures, the Personalty or am other part of the Mortgaged Property, including any awards or settlements resulting from condemnation proceedings or the total or partial taking of the Land, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property under the power of eminent domain or otherwise and including any conveyance in lieu thereof; (8) all contracts, options and other agreements for the sale of the Land, the improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property entered into by Barrower now or in the future,including cash or securities deposited to secure performance by parties of their obligations; (9) all proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims, and the right to collect such proceeds; (10) all Rents and Leases; (11) all earnings, royalties, accounts receivable. issues and profits from the Land, the Improvements or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan; (12) aD funds on deposit pursuant to any separate agreement between Borrower and Lender (including, without limitation, all imposition Deposits) for the purpose of establishing replacement reserves for the Mortgaged Property, tofund any water and sewer charges, premiums for fire or other hazard insurance, rent loss insurance or other insurance required by Lender, taxes, assessments, vault rentals, or other charges or expenses required by Lender to protect the Mortgaged Property, establishing a fund to assure the completion of repairs or improvements specified in that agreement, or assuring reduction of the outstanding principal balance of the indebtedness if the occupancy of or income from the Mortgaged Property does not increase toa level specified in that agreement, or any other agreement or agreements between Borrower and Lender which provide for the establishment of any other fund, reserve or account; (13) all refunds or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods before the real property tax year in which this instrument is dated); (14) all tenant security deposits which have not been forfeited by any tenant under any Lease and any bond or other security in lieu of such deposits; and (15) all names under or by which any of the above Mortgaged Property may be operated or known, and an trademarks, trade names, and goodwill relating to any of the Mortgaged Property. Collateral" "Mortgaged Property UCC means any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof. New York Mortgage Page 4 © GoDoc AHRightsReserved. FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 "Note" means the Promissory Note described in Recital 11of this Instrument, including all schedules, riders, allonges and addenda, as such Promissory Note may be arnended frorn time to time. "Person" means any natural person, sole proprietorship, corporation, general partnership, lirnited partnership, limited liability company, limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof), endowment fund or any other form of entity. "Personalty" means all: ) accounts (including deposit accounts); (2) equipment and inventory owned by Borrower which are used now or in the future in connection with the ownership, management or operation of the Land of the Improvements or are located on the Land or in the improvements, including furniture, furnishings,machinery, building materials, appliances, goods, supplies, tools, books, records (whether in written or electronic form), computer equipment (hardware and software); (3) other tangible personal property (other than Fixtures) which are used now or in the future in connection withthe ownership, management or operation of the Land or the improvements or are located on the Land or in the Improvements; (4) any operating agreements relating to the Land or the Improvements; (5) any surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements; (6) all other intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits relating to any activities on the Land or the improvernents and including subsidy or similar payments received from any sources, including a Governmental Authority; and (7) any rights of Borrower in or under letters of credit. Jurisdiction" "Property means the jurisdiction in which the Land is focated. "Rents" means all rents, revenues and other income of the Land or the improvements, whether now due, past due, or to become due, and deposits forfeited by tenants. "Schedule of Title Exceptions" means title exceptions approved by Lender and shown in the schedule of exceptions to coverage in the title policy issued to tender contemporaneously with the recordation of this Instrument and insuring Lender's interest in the Mortgaged Property. "Taxes" means all taxes, assessments, vault renters and other charges, if any, general, special or otherwise, including all assessments for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority or quasi-public authority,and which, if not paid, will become a lien, on the Land or the Improvements. "Uniform Comrnercial Code" or "UCC" means the Uniform Commercial Code as in effect in the Property Jurisdiction; provided that, to the extent perfection or the effect of perfection or non-perfection or the priority of any security interest in any collateralis governed by the Uniform Commercial Code as in effect in a jurisdiction Code" "UCC" other than the Property jurisdiction, "Uniform Commercial or means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. B. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT.This Instrument is also a security agreement under the Uniform Commercial Code for the Mortgaged Property UCC Colfateral, and Borrower, as debtor, hereby grants to MERS and/or Lender, as secured party, a security interest in the Mortgaged Property UCC Collateral. Borrower hereby authonzes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender rnay require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Without limiting the generality of the foregoing, Borrower authorizes Lender to file assets" any financing statement thatdescribes the collateral as "all of Borrower, or words to similar effect. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or New York Mortgage Page 5 © GoDocs®ANRightsReserved. FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the Mortgaged Property UCC Cohateral. Unless Borrower gives notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which inay be filed in connection with this Instrument) as Lender may require, Borrower shall not (a) change its name, identity, structure or jurisdictionof organization; (b) change the location of its place of business (or chief executive office if more than one place of business); or (c) add to or change any location at which any of the Mortgaged Property UCC Collateral is stored, held or located. If an Event of Default has occurred which, if it is amenable to cure, has not been timely cured, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. in exercising any remedies, Lender may exercise its remedies against the Mortgaged Property UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law. C. ASSIGNMENT OF RENTS; APPOINTMENT OF RECENER; LENDER IN POSSESSION. C.1. As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender alf Rents. It is the intention of Borrower to establish a present, absolute and irrevocable transfer and assignment to Lender of all Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action on the part of Borrower. Promptly upon request by Lender, Borrower agrees to execute and deliver such further assignments as Lendermay from time to time require. Borrower and Lender intend this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of Rents, and for no other purpose, Rents shall not be deemed to be a part of the "Mortgaged Property" as that term is defined in section A above. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its terms under the laws of the Property Jurisdiction, then the Rents shall be included as a part of the Mortgaged Property and it is the intention of Borrower that in this circumstance this Instrument create and perfect a lien on Rents in favor of MERS and/or Lender, which lien shall be effective as of the date of this Instrument, C.2. After the occurrence of an Event of Default, Borrower authorizes Lender to collect, sue for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender. However, until the occurrence of an Event of Default, Lender hereby grants to Borrower a revocable license to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender and to apply all Rents to pay the installments of interest and principal then due and payable under the Note and the other amounts then due and payable under the other Loan Documents, including Imposition Deposits, and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities, Taxes and insurance premiums (to the extent not included in Imposition Deposits), tenant improvements and other capital expenditures. 50 long as no Event of Default has occurred which, ifit is amenable tocure, has not been timely cured, the Rents remaining after application pursuant to the preceding sentence rnay be retained by Borrower free and clear of, and released from, Lender's rights with respect to Rents under this Instrument. From and after the occurrence of an Event of Default, and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, or by a receiver, Borrower's license to collect Rents shall automatically terminate and Lender shall without notice be entitled to all Rents as they become due and payable, induding Rents then due and unpaid. Borrower shall pay to Lender upon demand all Rents to which Lender is entitled. At any time on or after the date of Lender's demand for Rents, Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to all tenants of the Mortgaged Property instructing them to pay alf Rents to Lender, no tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any amounts which are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered New York Mortgage Page 6 © GoDocs* AHRightsasserved. FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 to each tenant personally, by mail or by delivering such demand to each rental unit. Borrower shall not interfere with and shal) cooperate with Lender's collection of such Rents. C3. Borrower states that Borrower has notexecuted any prior assignment of Rents (other than an assignment of Rents securing indebtedness that will be paid off and discharged with the proceeds of the Loan), that Borrower has not performed, and Barrower covenants and agrees that it will not perform, any acts and has not executed, and shall not execute, any instrument which would prevent Lender from exercising its rights under this section C, and that at the time of execution of this Instrument there has been no anticipation or prepayment of any Rents for more than two (2) months prior to the due dates of such Rents. Borrower shall not collect or accept payment of any Rents more than two (2) months prior to the due dates of such Rents. D. ASSIGNMENT OF LEASES; LEASESAFFECTING THE MORTGAGED PROPERTY. D1 As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all of Borrower's right, title and interest in, to and under the Leases, including Borrower's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease, It is the intention of Borrower to establish a present, absolute and irrevocable transfer and assignment to Lender of all of Borrower's right, title and interest In, to and under the Leases, Borrower and Lender intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to thls absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the "Mortgaged Property" as that term is defined in section A above. However, if this present, absolute and unconditional assignment of the Leasesis not enforceable by its terms under the laws of the Property Jurisdiction, then the Leases shall be included as a part of the Mortgaged Property and it is the intention of Borrower that in this circumstance this Instrument create and perfect a lien on the Leases in favor of MERS and/or lender, which lien shali be effective as of the date of this instrument. D.2. Until Lender gives notice to Borrower of Lender's exercise of its rights under this section D, Borrower shall have all rights, power and authority granted toBorrower under any Lease (except as otherwise limited by this section D or any other provision of this Instrument), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease. Upon the occurrence of an Event of Default, the permission given to Borrower pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall automatically terminate. Borrower shall comply with and observe Borrowers obligations under all Leases, including Borrower's obligations pertaining to the maintenance and disposition of tenant security deposits. D.3. Borrower acknowledges and agrees that the exercise by Lender, either directly or by a receiver, of any of the rights conferred under this section D shaK not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and the Improvements. The acceptance by Lender of the assignment of the Leases pursuant to section D.1 above shall not at any time or in any event obligate Lender to take any action under this Instrument or to expend any money or to incur any expenses. Lender shall not be liable in any way for any injury or damage to person or property sustained by any Person in or about the Mortgaged Property. Prior to Lenders actual entry into and taking possession of the Mortgaged Property, Lender shall not (a) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (b) be obligated to appear in or defend any action or proceeding relating to the Lease or the Mortgaged Property; or (c) be responsible for the operation, control, care, rnanagement or repair of the Mortgaged Property or any portion of the Mortgaged Property. The execution of this Instrument by Borrower shall constitute conclusive evidence that all responsibiKty for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking of possession. D.4. Upon delivery of notice by Lender to Borrower of Lenders exercise of Lender's rights under this section D at any time after the occurrence of an Event of Default, and without the necessity of Lender entering upon and New York Mortgage Page 7 © GoDocs*ANmghtsReserved, FILED: SULLIVAN COUNTY CLERK 12/01/2023 11:52 AM INDEX NO. E2023-1899 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 12/01/2023 taking a nd maintaining control of the Mortgaged Property directly, by a receiver, or by any other manner or proceeding perrnitted by the laws of the Property Jurisdiction, Lender immediately shall have all rights, powers and authoritygranted to Borrower under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. D.5. Borrower shall, prornptly upon Lender's request, deliver to Lender an executed copy of each Lease then in effect. All Leases shall be on forms approved by Lender, shall be for initial terms of at least six months and not more than two years, and shall not include options to purchase, DA. Borrower shall not receive or accept Rent under any Lease for more than two (2) monthsin advance. E. PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS; PREPAYMENT PREMlUM. Borrower shall pay the Indebtedness when due in accordance with the terms of the Note and the other Loan Documents and shall perform, observe and comply with all other provisions of the Note and the other Loan Documents. Borrower shall pay a prepayment premium in connection with certain prepayments of the indebtedness, including a payment made after Lender'sexercise of any right of acceleration of