Preview
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
Exhibit 3
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
NYC DEPARTMENT OF FINANCE
OFFICE OF THE CITY REGISTER
This page is part of the instrument. The City
Register will rely on the information provided
by you on this page for purposes of indexing
this instrument.The information on this page
will control for indexing purposes in the event
of any conflict with the rest of the document.
2021043000161006001E62BF
RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF 39
Document ID: 2021043000161006 Document Date: 04-22-2021 Preparation Date: 05-03-2021
Document Type: AGREEMENT
Document Page Count: 37
PRESENTER: RETURN TO:
NATIONAL LAND TENURE (NLT-30024-NY-19) JOY A. BARRIST, ESQ.
950 FRANKLIN AVENUE POTTER ANDERSON & CORROON LLP
GARDEN CITY, NY 11530 1313 N. MARKET STREET, 6TH FLOOR
516-227-0800 WILMINGTON, DE 19801
SLEVIN@NLTCO.COM
PROPERTY DATA
Borough Block Lot Unit Address
MANHATTAN 88 2 Entire Lot 14 VESEY STREET
Property Type: COMMERCIAL REAL ESTATE
CROSS REFERENCE DATA
CRFN: 2020000106089
0 Additional Cross References on Continuation Page
PARTIES
PARTY 1: PARTY 2:
JTRE 14 VESEY LLC CPIF LENDING, LLC
362 FIFTH AVENUE, SUITE 1201 1910 FAIRVIEW AVENUE E, #200
NEWYORK, NY 10001 SEATTLE, WA 98102
FEES AND TAXES
Mortgage: Filing Fee:
Mortgage Amount: $ 18,050,000.00 $ 0.00
Taxable Mortgage Amount: $ 0.00 NYC Real Property Transfer Tax:
Exemption: 255 $ 0.00
TAXES: County (Basic): $ 0.00 NYS Real Estate Transfer Tax:
City (Additional): $ 0.00 $ 0.00
Spec (Additional): $ 0.00 RECORDED OR FILED IN THE OFFICE
TASF: $ 0.00 ' OF THE CITY REGISTER OF THE
MTA: $ 0.00 ' eo" CITY OF NEW YORK
NYCTA: $ 0.00 Recorded/Filed 05-07-2021 11:26
Additional MRT: $ 0.00 —i i '' City Register File No.(CRFN):
TOTAL: t 0.00 i 2021000169358
Recording Fee: $ .1.,- , '- 4,
222.00
Affidavit Fee: $ ., -ktor,'
8.00
it
City Register Official Signature
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
NYC DEPARTMENT OF FINANCE
OFFICE OF THE CITY REGISTER
20210430001610060010603F
RECORDING AND ENDORSEMENT COVER PAGE (CONTINUATION) PAGE 2 OF 39
Document ID: 2021043000161006 Document Date: 04-22-2021 Preparation Date: 05-03-2021
Document Type: AGREEMENT
CROSS REFERENCE DATA
CRFN: 2020000262448
Document ID: 2021043000161005
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
CONSOLIDATED, AMENDED AND RESTATED
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
(Acquisition Loan)
JTRE 14 VESEY LLC, a Delaware limited liability company
To
CPIF LENDING, LLC, a Washington limited liability company
Premises: 14 Vesey Street, ailda 12/16 Vesey Street, New York, New York
Block: 88
Lot(s): 2
County: New York
State: New York
This Instrument prepared by
and, when recorded, return to:
Joy A. Barrist, Esquire
Potter Anderson & Corroon LLP
1313 N. Market Street, Sixth Floor
Wilmington, DE 19801
Telephone: 302-984-6022
CPIF/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
CONSOLIDATED, AMENDED AND RESTATED
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
(Acquisition Loan)
THIS CONSOLIDATED, AMENDED AND RESTATED MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (Acquisition Loan) ("Mortgage" or "Security Instrument") is made this 22nd day of
April, 2021, between JTRE 14 VESEY LLC, a Delaware limited liability company ("Grantor"),
with a mailing address at 362 Fifth Avenue, Suite 1201, New York, New York 10001, with respect
to real property located at 14 Vesey Street, New York, New York 10007, and CPIF LENDING,
LLC, a Washington limited liability company ("Lender"), whose mailing address is 1910 Fairview
Ave. E., #200, Seattle, Washington 98102.
As of the date hereof, (i) Lender owns and holds that certain Agreement of Spreader,
Consolidation and Modification of Mortgage, dated September 9, 2020, described in further detail
on Schedule A attached hereto (the "Prior Mortgage"), with that certain Amended, Restated and
Consolidated Note, dated September 9, 2020, secured by the Existing Mortgage (the "Prior Note"),
and (ii) the principal sum of Four Million Two Hundred Thousand and 00/100 Dollars
($4,200,000.00) (the "Prior Indebtedness") is outstanding and unpaid under the Prior Note, and
the lien of the Prior Mortgage secures the Prior Note.
Further, as of the date hereof, (i) Lender holds that certain Gap Mortgage, dated the date
hereof, described in further detail on Schedule A attached hereto (the "Gap Mortgage," and
together with the Prior Mortgage, the "Existing Mortgage"), with that certain Gap Note, dated the
date hereof, secured by the Gap Mortgage, and (ii) the principal sum of Thirteen Million Eight
Hundred Fifty Thousand and 00/100 Dollars ($13,850,000.00) (together with the Prior
Indebtedness, the "Existing Indebtedness") is outstanding and unpaid under the Gap Note, and the
lien of the Gap Mortgage secures the Gap Note.
The parties hereto desire to consolidate, amend, restate and reaffirm the Existing Mortgage
so as to consolidate this Mortgage, which constitutes a continuation of the Existing Mortgage.
CONSOLIDATION, AMENDMENT, AND RESTATEMENT
Consolidation. The Existing Indebtedness shall be and hereby is consolidated into the
indebtedness evidenced by the Note (as defined herein) so as to constitute the obligations
evidenced thereby as a single indebtedness, which indebtedness shall be secured by this Mortgage
only to the extent of the Maximum Secured Amount (as defined herein). The execution and
delivery of this Mortgage or of the Note shall not extinguish the Existing Indebtedness, nor impair
the lien of the Existing Mortgage. No part of the Existing Note, the Existing Indebtedness, or the
Existing Mortgage shall be deemed to have been paid, satisfied, discharged, canceled, or impaired
by execution and delivery of this Mortgage or of the Note.
Grantor's Agreements. Grantor covenants, represents, warrants, certifies, acknowledges,
and confirms that the Existing Indebtedness is now due and owing; the Existing Mortgage has not
2
CPIF/NYC —Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
been amended or modified except as stated in the definition of such term; the Existing Indebtedness
and the Existing Mortgage are not subject to any defense, offset, claim, abatement, counterclaim,
credit, right of recoupment, deduction, or reduction of any kind; the Existing Note constitutes a
valid, lawful, and binding obligation of Grantor and is enforceable against Grantor as modified by
the Note; the Existing Mortgage constitutes a valid, lawful, and binding obligation of Grantor
enforceable against Grantor as consolidated, modified, and continued by this Mortgage; and
Lender is the holder in due course and owner of the Existing Mortgage and the Existing Note with
all rights to enforce them against Grantor.
Lien of Existing Mortgage.The lien of the Existing Mortgage is hereby continued and
consolidated, so as to hereafter constitute in law but one mortgage, a single lien, securing the
Maximum Secured Amount, upon the Mortgaged Property. The terms and conditions of the
Existing Note and the Existing Mortgage are hereby modified and superseded in their entirety, and
continued, by the Note and this Mortgage, except as otherwise expressly provided in the Note or
this Mortgage. The Existing Indebtedness is not being repaid or reborrowed and is instead
continued and secured by this Mortgage, constituting a consolidation and amendment of the
Existing Mortgage.
Obligation to Pay. Grantor covenants and agrees to pay all obligations under the Note
(including all interest and other sums due thereunder) to Lender as the Note requires, but this
Mortgage shall secure such obligation only to the extent of the Maximum Secured Amount. The
Note constitutes a consolidation, modification, amendment, and restatement of the Existing Note.
The Existing Note (as modified by the Note) shall continue to constitute a bona fide obligation of
Grantor. In any proceeding to enforce this Mortgage or the Note, Lender shall be under no
obligation to produce, exhibit, or demonstrate possession of the Existing Note or the Existing
Mortgage. Grantor waives any such obligation.
GRANTS
In consideration of the loan from Lender to Grantor described below (the "Loan"), Grantor,
hereby irrevocably MORTGAGES, GRANTS, BARGAINS, SELLS, PLEDGES, ASSIGNS,
WARRANTS, TRANSFERS, CONVEYS AND WARRANTS to Lender, WITH RIGHT OF
ENTRY AND POSSESSION AND POWER OF SALE as provided herein (to the extent, if any,
permitted under applicable law), and grant a security interest to Lender in, all of Grantor's present
and future estate, right, title, claim, and interest, either in law or in equity, in and to the following
property (collectively, the "Property"):
(a) The real property described on Exhibit A attached hereto, all rights to the alleys,
streets and roads adjoining or abutting the real property, all easements, access rights, minerals and
oil, gas and other hydrocarbon substances, water, water rights and water stock, and all other rights,
hereditaments, privileges, and appurtenances now or hereafter belonging or in any way
appertaining to such real property (the "Land").
(b) All buildings, structures, improvements, tenements, furnishings and equipment,
real, personal and mixed now or hereafter located on the Land (the "Improvements"), including
without limitation all fixtures and articles of property attached to, or used or adapted for use in the
ownership, development, operation or maintenance of the Land and Improvements (whether such
3
CPIF/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
items are leased, owned, or subject to any title-retaining or security instrument); all heating,
cooling, air-conditioning, ventilating, refrigerating, plumbing, generating, power, lighting,
laundry, maintenance, incinerating, lifting, cleaning, fire prevention and extinguishing, security
and access control, cooking, gas, electric and communication fixtures, equipment and apparatus;
all engines, motors, conduits, pipes, pumps, tanks, ducts, compressors, boilers, water heaters and
furnaces; all ranges, stoves, disposers, refrigerators and other appliances; all escalators and
elevators, baths, sinks, all cabinets, partitions, mantels, built-in mirrors, window shades, blinds,
screens, awnings, storm doors, windows and sash; all carpeting, underpadding, floor covering,
paneling, and draperies; all furnishings of public spaces, halls and lobbies; and all shrubbery and
plants. All such items shall be deemed part of the Land and not severable wholly or in part without
material injury to the freehold.
(c) All of the present and future rents, royalties, issues, proceeds, revenues issues,
profits and income of the Land and Improvements as of the date of this Mortgage, and all present
and future leases, subleases, lettings and licenses of affecting the Land or any part thereof (the
"Leases"), and other contracts and agreements for the occupancy or use of all or any part of the
Land and Improvements as of the date of this Mortgage, including without limitation all cash or
security deposits, advance rentals and deposits or payments of similar nature, and all guarantees
of tenants' or occupants' performance under such leases and agreements (the "Rents").
(d) All tangible and intangible personal property now or hereafter used or acquired in
connection with the ownership, development, operation or maintenance of the Land and
Improvements, including without limitation all furniture, furnishings, equipment, supplies, and
other goods, wherever located, whether in the possession of Grantor, warehousemen, bailee, or
any other person; all site plans, plats, architectural plans, specifications, work drawings, surveys,
engineering reports, test borings, market surveys, and other similar work products; all permits,
licenses, franchises, and trade names; all contract rights (including without limitation architectural,
construction, engineering, consulting, and management contracts and performance, payment,
completion, and other surety bonds); and all claims, causes of action, warranties, accounts
receivable, escrow accounts, insurance policies, deposits, instruments, documents of title, general
intangibles, and business records.
(e) All unearned premiums accruing under all insurance policies pertaining to the Land
and/or Improvements; all claims and all proceeds of claims under any hazard, title or other
insurance in respect of the Land and/or Improvements; and all claims and all judgments, damages,
awards, settlements and compensation therefor for any injury to or decrease in the value of the
Land and/or Improvements occurring in any way, or resulting from the taking by eminent domain,
condemnation or otherwise of all or any part thereof by any governmental or other lawful authority.
(f) All proceeds of the foregoing.
TO SECURE THE FOLLOWING (collectively, the "Secured Obligations"):
(1) Payment of the principal sum of EIGHTEEN MILLION FIFTY THOUSAND
AND NO/100 U.S. DOLLARS ($18,050,000.00), with interest thereon, according to the terms
and provisions of a Consolidated, Amended and Restated Promissory Note (Acquisition Loan) of
even date (the "Note"), made by Grantor and payable to Lender.
4
CPIF/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
(2) Payment of all other sums which are or may become owing under the Loan
Documents, as defined below.
(3) Performance of all other obligations under the Loan Documents.
Indebtedness. This Security Instrument secures the principal amount shown above as
evidenced by the Note, including all future advances and every other indebtedness of any and
every kind now or hereafter owing from Borrower/Grantor to Lender, howsoever created or
arising, whether primary, secondary or contingent, together with any interest or charges provided
in or arising out of such indebtedness, as well as the agreements and covenants of this Security
Instrument and all of the Loan Documents (hereinafter collectively referred to as the
"Indebtedness").
Future Advances. This mortgage is a "Future Advance Mortgage". To the extent
permitted by law, this Security instrument will secure future advances as if such advances were
made on the date of this Security Instrument regardless of the fact that from time to time there may
be no balance due under the Note and regardless of whether Lender is obligated to make such
future advances. Each future advance under the Loan Documents will have the same priority as if
the future advance was made on the date that this Mortgage was recorded.
Cross Collateralization. It is the express intent of Grantor to cross collateralize all of the
Indebtedness and obligations to Lender, howsoever and whensoever incurred.
As used in this Mortgage, the term "Loan Documents" means the Acquisition Loan Agreement
(the "Loan Agreement"), Note, this Mortgage, the Pledge entered into by Grantor (the "Pledge"),
the Guaranty (all of even date herewith), and any loan document and Uniform Commercial Code
Financing Statement executed in connection herewith, and any other related documents and
instruments, and any and all modifications, extensions, renewals and replacements thereof, except
the Environmental Indemnity Agreement of even date herewith (the "Environmental Indemnity").
Any term not defined herein shall have the meaning set forth in the Loan Agreement.
AGREEMENTS
In exchange for the benefits and promises set forth herein, receipt and sufficiency of which
are hereby acknowledged, GRANTOR HEREBY REPRESENTS, WARRANTS,
COVENANTS AND AGREES AS FOLLOWS:
ARTICLE I
TITLE AND USE
1.1 Warranty of Title. Grantor represents and warrants to Lender that: (i) Except as
may be otherwise expressly stated in this Mortgage, Grantor has good and marketable title in fee
simple to such of the Property as is real property and is the sole and absolute owner of all other
Property and is lawfully seized of the estate hereby conveyed and has full right and power to grant,
transfer, convey and assign the Property as herein provided, (ii) the Property is. free from liens,
encumbrances, exceptions or other charges of any kind whatsoever other than non-delinquent
installments of property taxes and assessments, general and special, other liens in favor of Lender
5
CPINNYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
and the permitted exceptions ("Permitted Exceptions") if any, listed in the title insurance
policy insuring this Mortgage, (iii) no other liens or encumbrances, whether superior or inferior to
this Mortgage, shall be created or suffered to be created by Grantor during the life of this Mortgage
without the prior written consent of Lender, (iv) no default on the part of Grantor or any other
person exists under any of the Permitted Exceptions, (v) none of the Permitted Exceptions will be
modified by Grantor without Lender's prior written consent; (vi) Grantor will fully comply with
all the terms of the Permitted Exceptions and shall deliver to Lender a copy of all notices delivered
in connection with the Permitted Exceptions, (vii) Lender has the right to contact the other parties
to the Permitted Exceptions to confirm the status thereof, and Grantor shall, from time to time, at
the request of Lender, request of such parties a certificate confirming such information regarding
the Permitted Exceptions as Lender may request, (viii) Grantor shall forever warrant and defend
the Property unto Lender against all claims and demands of any other person whatsoever, subject
only to non-delinquent taxes and assessments and the Permitted Exceptions, and (ix) If requested
by Lender, and if applicable, Grantor shall provide Lender with an encroachment endorsement to
the title policy being provided to Lender by Grantor at closing of the Loan.
1.2 Intentionally Omitted.
1.3 Intentionally Omitted.
1.4 Hazardous Substances.
1.4.1 Representations and Warranties. Grantor represents and warrants to
Lender that: (i) during Grantor's ownership of the Property no asbestos has ever been used in the
construction, repair or maintenance of any building, structure or improvements now or heretofore
located on the Property; (ii) no Hazardous Substance is currently being generated, manufactured,
refined, transported, treated, stored, handled or disposed of, transferred, produced or processed on,
under or about the Property, except in compliance with all applicable federal, state and local
statutes, ordinances, orders, rules, regulations and other laws; (iii) neither Grantor nor any other
person or entity has ever caused or permitted any Hazardous Substance to be generated,
manufactured, refined, transported, treated, stored, handled or disposed of, transferred, produced
or processed on, under or about the Property, except in compliance with all applicable federal,
state and local statutes, ordinances, orders, rules, regulations and other laws; (iv) Grantor has not
received any notice of, nor is Grantor aware of, any actual or alleged violation with respect to the
Property of any federal, state or local statute, ordinance, rule, regulation or other law pertaining to
Hazardous Substances; and (v) neither Grantor nor the Property is subject to any governmental or
judicial claim, order, judgment or lien with respect to the clean-up of Hazardous Substances at or
with respect to the Property. Grantor further represents and warrants to Lender that the foregoing
representations and warranties contained in this paragraph 1.4.1 are made after and are based upon
inspection of the Property by Grantor and due inquiry by Grantor as to the prior uses of the
Property.
1.4.2 Definition. As used herein, the term "Hazardous Substance" means any
hazardous, toxic or dangerous substance, waste or material which is or becomes regulated under
any federal, state or local statute, ordinance, order, rule, regulation or other law now or hereafter
in effect pertaining to environmental protection, contamination or clean up, including without
limitation any substance, waste or material which now or hereafter is designated as a "hazardous
6
CHF/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
substance," "hazardous waste," or otherwise regulated by or the subject of, without limitation: the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et
seq.), the Hazardous Material Transportation Act (49 U.S.C. §180 et seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C. §136 et seq.), the Resource Conservation and Recovery
Act (42 U.S.C. §6901 et seq.), the Clean Air Act (42 U.S.C. §740 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. §1251 et seq.), the Occupational Safety and Health Act (29
U.S.C. Section 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(0 et seq.), the Solid
Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §
2601 et seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Superfiind
Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), and all other applicable, state,
county, local and federal laws.
1.5 Location of Grantor. Grantor represents and warrants to Lender that Grantor is a
limited liability company organized under the laws of the State of Delaware and is qualified to do
business in the State of New York, and Grantor's exact legal name is as set forth in the first
paragraph on page 1 of this Mortgage. Grantor covenants that it will give Lender thirty (30) days'
prior written notice of any act, event or occurrence which will cause the representations and/or
warranties in this paragraph to become untrue in any respect.
ARTICLE II
GRANTOR'S COVENANTS
2.1 Payment and Performance of Secured Obligations. Grantor shall pay when due
all sums which are now or which may become owing under the Note, and shall pay and perform
all other Secured Obligations in accordance with their terms without setoff or deduction of any
kind.
2.2 Payment of Taxes, Utilities, Liens and Charges.
2.2.1 Taxes and Assessments. Except as the same may otherwise be paid under
Article III, Grantor shall pay when due directly to the payee thereof all taxes and assessments
(including without limitation, non-governmental levies or assessments such as maintenance
charges, or fees, levies or charges resulting from covenants, conditions or restrictions) levied,
assessed or charged against or with respect to the Property or this Mortgage. Upon request, Grantor
shall promptly furnish to Lender all notices of amounts due under this subparagraph and all receipts
evidencing such payments.
2.2.2 Utilities. Grantor shall pay (or caused to be paid) when due all utility
charges and assessments for services furnished to the Property.
2.2.3 Labor and Materials. Grantor shall pay (or caused to be paid) when due
the claims of all persons supplying labor or materials to or in connection with the Property.
2.2.4 Liens and Charges. Except for the Permitted Exceptions, Grantor shall
promptly discharge or have removed any lien, encumbrance, or other charge, whether superior or
inferior to this Mortgage, which may be claimed against the Property.
7
03117/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
2.3 Insurance.
2.3.1 Coverages Required. Grantor will at its sole cost and expense keep the
following insurance coverages in effect with respect to the Property by an insurance company
chosen by Grantor, subject to Lender's approval, which will not be unreasonably withheld:
(i) Special form property and fire insurance (with extended coverage
endorsement including malicious mischief, vandalism, and damage from windstorm or hail) in an
amount not less than the full replacement value of the Property (with a deductible not to exceed
$5,000.00), naming Lender as mortgagee under the policy and as loss payee under a lender's loss
payee endorsement and including agreed amount (where applicable), equipment breakdown
(where applicable), Law and Ordinance (where applicable) and a "replacement cost endorsement"
without deduction for depreciation.
(ii) Intentionally Omitted.
(iii) Flood risk insurance in the maximum amount of insurance coverage
available or the full replacement cost of all Improvements on the Land, whichever is less, if the
Land is now or hereafter designated as being located within a special flood hazard area under the
Flood Disaster Protection Act of 1973 and if flood insurance is available.
(iv) For rental properties, loss of rental value insurance and/or business
interruption insurance, which will compensate for lost income and continuing expenses after any
interruption, as follows: If all or any portion of the Property is rented or leased, loss of rental value
insurance in an amount equal to twelve (12) months' aggregate gross rents from the Property as is
so occupied. If all or any portion of the Property is occupied by Grantor, business interruption
insurance in an amount equal to twelve (12) months' net income from such portion of the Property
as is so occupied. The amount(s) of such coverage(s) shall be subject to adjustment, from time to
time at Lender's request, to reflect changes in the rental and/or income levels during the term of
the Loan.
(v) Comprehensive commercial general liability insurance in an amount
not less than Five Million Dollars ($5,000,000.00) combined single-limit liability coverage per
occurrence, or in such greater amounts(s) as Lender may reasonably require, insuring against
personal injury, death and property damage (including coverage for elevators and escalators, if
any, on the Property), Products/Completed Operations, Contractual Liability, Personal Injury and
Advertising Injury coverage in the minimum amount of $1,000,000 per occurrence, $2,000,000
Products/Completed Operations Aggregate, $2,000,000 General Aggregate, and naming Lender
as additional insured.
(vi) Grantor must also carry the following minimum types and amounts
of insurance: (a) Statutory Workers' Compensation Insurance and Employers' Liability Insurance
in the minimum amount of $1,000,000 bodily injury by accident, each accident; $1,000,000 bodily
injury by disease, each employee and $1,000,000 bodily injury by disease, policy limit; (b) If
Grantor will have any Automobiles on Premises or used in connection with the business of the
Grantor, Automobile Liability Insurance in the minimum amount of $1,000,000 combined single
limit (c) Umbrella or Excess Liability Insurance in the minimum amount of $3,000,000 Each
8
CPIF/NYC — Mortgage (Acquisition Loan)
6971185v.5
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
Occurrence; (d) if Grantor or its employees will be using hazardous substances in connection with
their operations, or if hazardous substances are carried in the vehicles of the Grantor or its
employees, Pollution Liability insurance in the minimum amount of $1,000,000 Each Claim.
(vii) Such other types of insurance or endorsements to existing insurance,
or increased coverage limits, as may be required from time to time by Lender in accordance with
its standard commercial lending practices for similar properties and transactions or based on the
services provided.
2.3.2 Policies. Upon the request of Lender, Grantor shall increase the coverages
under any of the insurance policies required to be maintained hereunder or otherwise modify such
policies in accordance with Lender's standard commercial lending practices for similar properties
and transactions. The stipulated limits of coverage above shall not be construed as a limitation of
any potential liability to Lender or, and failure to request evidence of this insurance shall not be
construed as a waiver of Grantor's obligation to provide the insurance coverage specified. All of
the insurance policies required hereunder shall be issued by corporate insurers licensed to do
business in the state in which the Property is located and having a Best's Rating-Financial Size
Rating of A:VIII or better as determined and published by A.M. Best Company, and shall be on
a special form equivalent to ISO standard or in a form acceptable to Lender. All property and
casualty policies shall contain a waiver of subrogation in favor of the Lender, and shall not contain
a terrorism exclusion or coinsurance. Certificates of all insurance required to be maintained
hereunder shall be delivered to Lender (which may include the requirement of an Accord 27 or 28
"Evidence of Property Insurance" form as to property insurance) prior to or contemporaneously
with Grantor's execution of this Instrument. All such certificates shall be in form acceptable to
Lender, shall name Lender as an additional insured, or Mortgagee and Loss Payee, as applicable,
and shall require the insurance company to give to Lender at least thirty (30) days' prior written
notice before a cancellation or non-renewal of the policy for any reason or materially amending it,
or a reduction of coverage. Certificates evidencing all renewal and substitute policies of insurance
shall be delivered to Lender at least fifteen (15) days before termination of the policies being
renewed or substituted. Actual policies shall be provided to the Lender upon request. If any loss
shall occur at any time while an Event of Default shall have occurred and shall be continuing
hereunder, Lender shall be entitled to the benefit of all insurance policies held or maintained by
Grantor, to the same extent as if same had been made payable to Lender, and upon foreclosure
hereunder, Lender shall become the owner thereof. Lender shall have the right, but not the
obligation, to make premium payments, at Grantor's expense, to prevent any cancellation,
endorsement, alteration or reissuance of any policy of insurance maintained by Grantor, and such
payments shall be accepted by the insurer to prevent same. Without limiting the foregoing, if
Grantor fails to procure and maintain any insurance required under this Mortgage, Lender may
(but shall not be obligated to) procure and maintain such insurance, at Grantor's expense, in the
amounts provided above or in such lesser amounts as Lender may deem appropriate, in order to
protect Lender's interest in the Property. Such insurance purchased by Lender may, but need not,
protect Grantor's interest in the Property. Such insurance purchased by Lender may not pay any
claim that Grantor makes or any claim that is made against Grantor in connection with the
Property. Grantor may later cancel any insurance purchased by Lender, but only after providing
Lender with evidence acceptable to Lender that Grantor has obtained and paid for such insurance
as required under this Instrument. If Lender procures and maintains such insurance, Grantor shall
9
CPIF/NYC —Mortgage (Acquisition Loan)
6971185v.5
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
be responsible for the costs of such insurance, including interest and any other charges that Lender
may impose in connection with the placement of such insurance, until the effective date of the
cancellation or expiration of such insurance. All such costs, interest and charges shall become
immediately due and payable by Grantor and shall be secured by this Instrument. Such costs may
be more than the cost of insurance Grantor may be able to obtain on its own. Lender shall have
the right, in its sole and absolute discretion, upon written notice, to require Grantor furnish to
Lender a copy of any insurance policy required to be carried hereunder (including endorsements),
and Grantor shall furnish the requested policy or policies and all applicable endorsements within
thirty (30) days of such request.
2.3.3 Payment; Renewals. Grantor shall promptly furnish to Lender all renewal
notices relating to insurance policies. Except as the same may otherwise be paid under Article III,
Grantor will pay all premiums on insurance policies directly to the carrier. At least thirty (30) days
prior to the expiration date of each such policy, Grantor shall furnish to Lender a renewal policy
in a form reasonably acceptable to Lender, together with evidence that the renewal premium has
been paid.
2.3.4 Insurance Proceeds.
In the event of any loss, Grantor will give prompt written notice
thereof to the insurance carrier and Lender. Grantor hereby grants Lender a power of attorney,
which power of attorney is coupled with an interest and is irrevocable, to make proof of loss, to
adjust and compromise any claim, to commence, appear in and prosecute, in Lender's or Grantor's
name, any action relating to any claim, and to collect and receive insurance proceeds; provided,
however, that Lender shall have no obligation to do so. If no event of default has occurred and is
continuing, the immediately preceding sentence shall apply except that Lender shall not be entitled
to act as Grantor's attorney-in-fact and Grantor shall be entitled to participate jointly with Lender
in adjusting and compromising any claim, and appearing in any proceeding.
(ii) Lender shall apply any insurance proceeds received hereunder first
to the payment of the costs and expenses incurred in the collection of the proceeds and shall then
apply the balance (the "Net Proceeds"), in its absolute discretion and without regard to the
adequacy of its security, to:
(A) The payment of Indebtedness secured hereby, whether then
due and payable or not. Any such application of proceeds to principal on the Note shall be without
the imposition of any prepayment fee otherwise payable under the Note, but shall not extend or
postpone the due dates of the installment payments under the Note, or change the amounts thereof;
or
(B) The reimbursement of Grantor, under Lender's prescribed
disbursement control procedures, for the cost of restoration or repair of the Property. Lender may,
at its option, condition the reimbursement on Lender's approval of the plans and specifications of
the reconstruction, contractor's cost estimates, construction budget and schedule, architects'
certificates, waivers of liens, sworn statements of mechanics and materialmen, and such other
evidence of costs, percentage completion of construction, application of payments and satisfaction
of liens as Lender may reasonably require.
10
CP1F7NYC —Mortgage (Acquisition Loan)
6971185v.5
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023
(iii) If Lender elects paragraph 2.3.4(ii)(B)above, each of the following
conditions must be satisfied:
(A) No Event of Default has occurred and is continuing at the
time the proceeds are received;
(B) Grantor gives Lender written notice within thirty (30) days
after the proceeds are received that it intends to restore or repair the Property and requests that the
Net Proceeds be made available therefor, and Grantor thereafter promptly commences the
restoration or repair and completes the same with reasonable diligence in accordance with plans
and specifications approved by Lender, which approval shall not be unreasonably withheld;
(C) The Net Proceeds are sufficient, in Lender's reasonable
business judgment, to restore or repair the Property substantially to its condition prior to the
damage or destruction or, if in Lender's reasonable business judgment they are not, Grantor
deposits with Lender funds in an amount equal to the deficiency, which funds Lender may, at its
option, require be expended prior to use of the Net Proceeds; and
(D) Lender receives evidence reasonably satisfactory to Lender
that the Property can lawfully be restored or repaired to its condition prior to the damage or
destruction and that, upon completion of the restoration or repair, the Property can be operated
substantially as it was before and will produce substantially as much income from tenant leases as
it did before the damage or destruction.
(iv) Except to the extent, if any, that insurance proceeds are applied to
payment of the Secured Obligations, nothing herein contained shall be deemed to excuse Grantor
from restoring, repairing or maintaining the Property as provided in Section 2.4, regardless of
whether there are insurance proceeds available or whether any such proceeds are sufficient in
amount.
2.3.5 Transfer of Title. If the Property is sold pursuant to Article VIII or if
Lender otherwise acquires title to the Property, Lender shall have all of the right, title and interest
of Grantor in and to any insurance policies and unearned premiums thereon and in and to the
proceeds resulting from any damage to the Property prior to such sale or acquisition.
2.4 Preservation and Maintenance of Property; Right of Entry.
2.4.1 Preservation and Maintenance. Grantor will (i) not commit or suffer any
waste or permit any impairment or deterioration of the Property, (ii) not abandon the Property, (iii)
restore or repair promptly and in a good and workmanlike manner all or any part of the
Preview
FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 Exhibit 3 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER This page is part of the instrument. The City Register will rely on the information provided by you on this page for purposes of indexing this instrument.The information on this page will control for indexing purposes in the event of any conflict with the rest of the document. 2021043000161006001E62BF RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF 39 Document ID: 2021043000161006 Document Date: 04-22-2021 Preparation Date: 05-03-2021 Document Type: AGREEMENT Document Page Count: 37 PRESENTER: RETURN TO: NATIONAL LAND TENURE (NLT-30024-NY-19) JOY A. BARRIST, ESQ. 950 FRANKLIN AVENUE POTTER ANDERSON & CORROON LLP GARDEN CITY, NY 11530 1313 N. MARKET STREET, 6TH FLOOR 516-227-0800 WILMINGTON, DE 19801 SLEVIN@NLTCO.COM PROPERTY DATA Borough Block Lot Unit Address MANHATTAN 88 2 Entire Lot 14 VESEY STREET Property Type: COMMERCIAL REAL ESTATE CROSS REFERENCE DATA CRFN: 2020000106089 0 Additional Cross References on Continuation Page PARTIES PARTY 1: PARTY 2: JTRE 14 VESEY LLC CPIF LENDING, LLC 362 FIFTH AVENUE, SUITE 1201 1910 FAIRVIEW AVENUE E, #200 NEWYORK, NY 10001 SEATTLE, WA 98102 FEES AND TAXES Mortgage: Filing Fee: Mortgage Amount: $ 18,050,000.00 $ 0.00 Taxable Mortgage Amount: $ 0.00 NYC Real Property Transfer Tax: Exemption: 255 $ 0.00 TAXES: County (Basic): $ 0.00 NYS Real Estate Transfer Tax: City (Additional): $ 0.00 $ 0.00 Spec (Additional): $ 0.00 RECORDED OR FILED IN THE OFFICE TASF: $ 0.00 ' OF THE CITY REGISTER OF THE MTA: $ 0.00 ' eo" CITY OF NEW YORK NYCTA: $ 0.00 Recorded/Filed 05-07-2021 11:26 Additional MRT: $ 0.00 —i i '' City Register File No.(CRFN): TOTAL: t 0.00 i 2021000169358 Recording Fee: $ .1.,- , '- 4, 222.00 Affidavit Fee: $ ., -ktor,' 8.00 it City Register Official Signature FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER 20210430001610060010603F RECORDING AND ENDORSEMENT COVER PAGE (CONTINUATION) PAGE 2 OF 39 Document ID: 2021043000161006 Document Date: 04-22-2021 Preparation Date: 05-03-2021 Document Type: AGREEMENT CROSS REFERENCE DATA CRFN: 2020000262448 Document ID: 2021043000161005 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 CONSOLIDATED, AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Acquisition Loan) JTRE 14 VESEY LLC, a Delaware limited liability company To CPIF LENDING, LLC, a Washington limited liability company Premises: 14 Vesey Street, ailda 12/16 Vesey Street, New York, New York Block: 88 Lot(s): 2 County: New York State: New York This Instrument prepared by and, when recorded, return to: Joy A. Barrist, Esquire Potter Anderson & Corroon LLP 1313 N. Market Street, Sixth Floor Wilmington, DE 19801 Telephone: 302-984-6022 CPIF/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 CONSOLIDATED, AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Acquisition Loan) THIS CONSOLIDATED, AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Acquisition Loan) ("Mortgage" or "Security Instrument") is made this 22nd day of April, 2021, between JTRE 14 VESEY LLC, a Delaware limited liability company ("Grantor"), with a mailing address at 362 Fifth Avenue, Suite 1201, New York, New York 10001, with respect to real property located at 14 Vesey Street, New York, New York 10007, and CPIF LENDING, LLC, a Washington limited liability company ("Lender"), whose mailing address is 1910 Fairview Ave. E., #200, Seattle, Washington 98102. As of the date hereof, (i) Lender owns and holds that certain Agreement of Spreader, Consolidation and Modification of Mortgage, dated September 9, 2020, described in further detail on Schedule A attached hereto (the "Prior Mortgage"), with that certain Amended, Restated and Consolidated Note, dated September 9, 2020, secured by the Existing Mortgage (the "Prior Note"), and (ii) the principal sum of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) (the "Prior Indebtedness") is outstanding and unpaid under the Prior Note, and the lien of the Prior Mortgage secures the Prior Note. Further, as of the date hereof, (i) Lender holds that certain Gap Mortgage, dated the date hereof, described in further detail on Schedule A attached hereto (the "Gap Mortgage," and together with the Prior Mortgage, the "Existing Mortgage"), with that certain Gap Note, dated the date hereof, secured by the Gap Mortgage, and (ii) the principal sum of Thirteen Million Eight Hundred Fifty Thousand and 00/100 Dollars ($13,850,000.00) (together with the Prior Indebtedness, the "Existing Indebtedness") is outstanding and unpaid under the Gap Note, and the lien of the Gap Mortgage secures the Gap Note. The parties hereto desire to consolidate, amend, restate and reaffirm the Existing Mortgage so as to consolidate this Mortgage, which constitutes a continuation of the Existing Mortgage. CONSOLIDATION, AMENDMENT, AND RESTATEMENT Consolidation. The Existing Indebtedness shall be and hereby is consolidated into the indebtedness evidenced by the Note (as defined herein) so as to constitute the obligations evidenced thereby as a single indebtedness, which indebtedness shall be secured by this Mortgage only to the extent of the Maximum Secured Amount (as defined herein). The execution and delivery of this Mortgage or of the Note shall not extinguish the Existing Indebtedness, nor impair the lien of the Existing Mortgage. No part of the Existing Note, the Existing Indebtedness, or the Existing Mortgage shall be deemed to have been paid, satisfied, discharged, canceled, or impaired by execution and delivery of this Mortgage or of the Note. Grantor's Agreements. Grantor covenants, represents, warrants, certifies, acknowledges, and confirms that the Existing Indebtedness is now due and owing; the Existing Mortgage has not 2 CPIF/NYC —Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 been amended or modified except as stated in the definition of such term; the Existing Indebtedness and the Existing Mortgage are not subject to any defense, offset, claim, abatement, counterclaim, credit, right of recoupment, deduction, or reduction of any kind; the Existing Note constitutes a valid, lawful, and binding obligation of Grantor and is enforceable against Grantor as modified by the Note; the Existing Mortgage constitutes a valid, lawful, and binding obligation of Grantor enforceable against Grantor as consolidated, modified, and continued by this Mortgage; and Lender is the holder in due course and owner of the Existing Mortgage and the Existing Note with all rights to enforce them against Grantor. Lien of Existing Mortgage.The lien of the Existing Mortgage is hereby continued and consolidated, so as to hereafter constitute in law but one mortgage, a single lien, securing the Maximum Secured Amount, upon the Mortgaged Property. The terms and conditions of the Existing Note and the Existing Mortgage are hereby modified and superseded in their entirety, and continued, by the Note and this Mortgage, except as otherwise expressly provided in the Note or this Mortgage. The Existing Indebtedness is not being repaid or reborrowed and is instead continued and secured by this Mortgage, constituting a consolidation and amendment of the Existing Mortgage. Obligation to Pay. Grantor covenants and agrees to pay all obligations under the Note (including all interest and other sums due thereunder) to Lender as the Note requires, but this Mortgage shall secure such obligation only to the extent of the Maximum Secured Amount. The Note constitutes a consolidation, modification, amendment, and restatement of the Existing Note. The Existing Note (as modified by the Note) shall continue to constitute a bona fide obligation of Grantor. In any proceeding to enforce this Mortgage or the Note, Lender shall be under no obligation to produce, exhibit, or demonstrate possession of the Existing Note or the Existing Mortgage. Grantor waives any such obligation. GRANTS In consideration of the loan from Lender to Grantor described below (the "Loan"), Grantor, hereby irrevocably MORTGAGES, GRANTS, BARGAINS, SELLS, PLEDGES, ASSIGNS, WARRANTS, TRANSFERS, CONVEYS AND WARRANTS to Lender, WITH RIGHT OF ENTRY AND POSSESSION AND POWER OF SALE as provided herein (to the extent, if any, permitted under applicable law), and grant a security interest to Lender in, all of Grantor's present and future estate, right, title, claim, and interest, either in law or in equity, in and to the following property (collectively, the "Property"): (a) The real property described on Exhibit A attached hereto, all rights to the alleys, streets and roads adjoining or abutting the real property, all easements, access rights, minerals and oil, gas and other hydrocarbon substances, water, water rights and water stock, and all other rights, hereditaments, privileges, and appurtenances now or hereafter belonging or in any way appertaining to such real property (the "Land"). (b) All buildings, structures, improvements, tenements, furnishings and equipment, real, personal and mixed now or hereafter located on the Land (the "Improvements"), including without limitation all fixtures and articles of property attached to, or used or adapted for use in the ownership, development, operation or maintenance of the Land and Improvements (whether such 3 CPIF/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 items are leased, owned, or subject to any title-retaining or security instrument); all heating, cooling, air-conditioning, ventilating, refrigerating, plumbing, generating, power, lighting, laundry, maintenance, incinerating, lifting, cleaning, fire prevention and extinguishing, security and access control, cooking, gas, electric and communication fixtures, equipment and apparatus; all engines, motors, conduits, pipes, pumps, tanks, ducts, compressors, boilers, water heaters and furnaces; all ranges, stoves, disposers, refrigerators and other appliances; all escalators and elevators, baths, sinks, all cabinets, partitions, mantels, built-in mirrors, window shades, blinds, screens, awnings, storm doors, windows and sash; all carpeting, underpadding, floor covering, paneling, and draperies; all furnishings of public spaces, halls and lobbies; and all shrubbery and plants. All such items shall be deemed part of the Land and not severable wholly or in part without material injury to the freehold. (c) All of the present and future rents, royalties, issues, proceeds, revenues issues, profits and income of the Land and Improvements as of the date of this Mortgage, and all present and future leases, subleases, lettings and licenses of affecting the Land or any part thereof (the "Leases"), and other contracts and agreements for the occupancy or use of all or any part of the Land and Improvements as of the date of this Mortgage, including without limitation all cash or security deposits, advance rentals and deposits or payments of similar nature, and all guarantees of tenants' or occupants' performance under such leases and agreements (the "Rents"). (d) All tangible and intangible personal property now or hereafter used or acquired in connection with the ownership, development, operation or maintenance of the Land and Improvements, including without limitation all furniture, furnishings, equipment, supplies, and other goods, wherever located, whether in the possession of Grantor, warehousemen, bailee, or any other person; all site plans, plats, architectural plans, specifications, work drawings, surveys, engineering reports, test borings, market surveys, and other similar work products; all permits, licenses, franchises, and trade names; all contract rights (including without limitation architectural, construction, engineering, consulting, and management contracts and performance, payment, completion, and other surety bonds); and all claims, causes of action, warranties, accounts receivable, escrow accounts, insurance policies, deposits, instruments, documents of title, general intangibles, and business records. (e) All unearned premiums accruing under all insurance policies pertaining to the Land and/or Improvements; all claims and all proceeds of claims under any hazard, title or other insurance in respect of the Land and/or Improvements; and all claims and all judgments, damages, awards, settlements and compensation therefor for any injury to or decrease in the value of the Land and/or Improvements occurring in any way, or resulting from the taking by eminent domain, condemnation or otherwise of all or any part thereof by any governmental or other lawful authority. (f) All proceeds of the foregoing. TO SECURE THE FOLLOWING (collectively, the "Secured Obligations"): (1) Payment of the principal sum of EIGHTEEN MILLION FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($18,050,000.00), with interest thereon, according to the terms and provisions of a Consolidated, Amended and Restated Promissory Note (Acquisition Loan) of even date (the "Note"), made by Grantor and payable to Lender. 4 CPIF/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 (2) Payment of all other sums which are or may become owing under the Loan Documents, as defined below. (3) Performance of all other obligations under the Loan Documents. Indebtedness. This Security Instrument secures the principal amount shown above as evidenced by the Note, including all future advances and every other indebtedness of any and every kind now or hereafter owing from Borrower/Grantor to Lender, howsoever created or arising, whether primary, secondary or contingent, together with any interest or charges provided in or arising out of such indebtedness, as well as the agreements and covenants of this Security Instrument and all of the Loan Documents (hereinafter collectively referred to as the "Indebtedness"). Future Advances. This mortgage is a "Future Advance Mortgage". To the extent permitted by law, this Security instrument will secure future advances as if such advances were made on the date of this Security Instrument regardless of the fact that from time to time there may be no balance due under the Note and regardless of whether Lender is obligated to make such future advances. Each future advance under the Loan Documents will have the same priority as if the future advance was made on the date that this Mortgage was recorded. Cross Collateralization. It is the express intent of Grantor to cross collateralize all of the Indebtedness and obligations to Lender, howsoever and whensoever incurred. As used in this Mortgage, the term "Loan Documents" means the Acquisition Loan Agreement (the "Loan Agreement"), Note, this Mortgage, the Pledge entered into by Grantor (the "Pledge"), the Guaranty (all of even date herewith), and any loan document and Uniform Commercial Code Financing Statement executed in connection herewith, and any other related documents and instruments, and any and all modifications, extensions, renewals and replacements thereof, except the Environmental Indemnity Agreement of even date herewith (the "Environmental Indemnity"). Any term not defined herein shall have the meaning set forth in the Loan Agreement. AGREEMENTS In exchange for the benefits and promises set forth herein, receipt and sufficiency of which are hereby acknowledged, GRANTOR HEREBY REPRESENTS, WARRANTS, COVENANTS AND AGREES AS FOLLOWS: ARTICLE I TITLE AND USE 1.1 Warranty of Title. Grantor represents and warrants to Lender that: (i) Except as may be otherwise expressly stated in this Mortgage, Grantor has good and marketable title in fee simple to such of the Property as is real property and is the sole and absolute owner of all other Property and is lawfully seized of the estate hereby conveyed and has full right and power to grant, transfer, convey and assign the Property as herein provided, (ii) the Property is. free from liens, encumbrances, exceptions or other charges of any kind whatsoever other than non-delinquent installments of property taxes and assessments, general and special, other liens in favor of Lender 5 CPINNYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 and the permitted exceptions ("Permitted Exceptions") if any, listed in the title insurance policy insuring this Mortgage, (iii) no other liens or encumbrances, whether superior or inferior to this Mortgage, shall be created or suffered to be created by Grantor during the life of this Mortgage without the prior written consent of Lender, (iv) no default on the part of Grantor or any other person exists under any of the Permitted Exceptions, (v) none of the Permitted Exceptions will be modified by Grantor without Lender's prior written consent; (vi) Grantor will fully comply with all the terms of the Permitted Exceptions and shall deliver to Lender a copy of all notices delivered in connection with the Permitted Exceptions, (vii) Lender has the right to contact the other parties to the Permitted Exceptions to confirm the status thereof, and Grantor shall, from time to time, at the request of Lender, request of such parties a certificate confirming such information regarding the Permitted Exceptions as Lender may request, (viii) Grantor shall forever warrant and defend the Property unto Lender against all claims and demands of any other person whatsoever, subject only to non-delinquent taxes and assessments and the Permitted Exceptions, and (ix) If requested by Lender, and if applicable, Grantor shall provide Lender with an encroachment endorsement to the title policy being provided to Lender by Grantor at closing of the Loan. 1.2 Intentionally Omitted. 1.3 Intentionally Omitted. 1.4 Hazardous Substances. 1.4.1 Representations and Warranties. Grantor represents and warrants to Lender that: (i) during Grantor's ownership of the Property no asbestos has ever been used in the construction, repair or maintenance of any building, structure or improvements now or heretofore located on the Property; (ii) no Hazardous Substance is currently being generated, manufactured, refined, transported, treated, stored, handled or disposed of, transferred, produced or processed on, under or about the Property, except in compliance with all applicable federal, state and local statutes, ordinances, orders, rules, regulations and other laws; (iii) neither Grantor nor any other person or entity has ever caused or permitted any Hazardous Substance to be generated, manufactured, refined, transported, treated, stored, handled or disposed of, transferred, produced or processed on, under or about the Property, except in compliance with all applicable federal, state and local statutes, ordinances, orders, rules, regulations and other laws; (iv) Grantor has not received any notice of, nor is Grantor aware of, any actual or alleged violation with respect to the Property of any federal, state or local statute, ordinance, rule, regulation or other law pertaining to Hazardous Substances; and (v) neither Grantor nor the Property is subject to any governmental or judicial claim, order, judgment or lien with respect to the clean-up of Hazardous Substances at or with respect to the Property. Grantor further represents and warrants to Lender that the foregoing representations and warranties contained in this paragraph 1.4.1 are made after and are based upon inspection of the Property by Grantor and due inquiry by Grantor as to the prior uses of the Property. 1.4.2 Definition. As used herein, the term "Hazardous Substance" means any hazardous, toxic or dangerous substance, waste or material which is or becomes regulated under any federal, state or local statute, ordinance, order, rule, regulation or other law now or hereafter in effect pertaining to environmental protection, contamination or clean up, including without limitation any substance, waste or material which now or hereafter is designated as a "hazardous 6 CHF/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 substance," "hazardous waste," or otherwise regulated by or the subject of, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. §180 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §136 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Clean Air Act (42 U.S.C. §740 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(0 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Superfiind Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), and all other applicable, state, county, local and federal laws. 1.5 Location of Grantor. Grantor represents and warrants to Lender that Grantor is a limited liability company organized under the laws of the State of Delaware and is qualified to do business in the State of New York, and Grantor's exact legal name is as set forth in the first paragraph on page 1 of this Mortgage. Grantor covenants that it will give Lender thirty (30) days' prior written notice of any act, event or occurrence which will cause the representations and/or warranties in this paragraph to become untrue in any respect. ARTICLE II GRANTOR'S COVENANTS 2.1 Payment and Performance of Secured Obligations. Grantor shall pay when due all sums which are now or which may become owing under the Note, and shall pay and perform all other Secured Obligations in accordance with their terms without setoff or deduction of any kind. 2.2 Payment of Taxes, Utilities, Liens and Charges. 2.2.1 Taxes and Assessments. Except as the same may otherwise be paid under Article III, Grantor shall pay when due directly to the payee thereof all taxes and assessments (including without limitation, non-governmental levies or assessments such as maintenance charges, or fees, levies or charges resulting from covenants, conditions or restrictions) levied, assessed or charged against or with respect to the Property or this Mortgage. Upon request, Grantor shall promptly furnish to Lender all notices of amounts due under this subparagraph and all receipts evidencing such payments. 2.2.2 Utilities. Grantor shall pay (or caused to be paid) when due all utility charges and assessments for services furnished to the Property. 2.2.3 Labor and Materials. Grantor shall pay (or caused to be paid) when due the claims of all persons supplying labor or materials to or in connection with the Property. 2.2.4 Liens and Charges. Except for the Permitted Exceptions, Grantor shall promptly discharge or have removed any lien, encumbrance, or other charge, whether superior or inferior to this Mortgage, which may be claimed against the Property. 7 03117/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 2.3 Insurance. 2.3.1 Coverages Required. Grantor will at its sole cost and expense keep the following insurance coverages in effect with respect to the Property by an insurance company chosen by Grantor, subject to Lender's approval, which will not be unreasonably withheld: (i) Special form property and fire insurance (with extended coverage endorsement including malicious mischief, vandalism, and damage from windstorm or hail) in an amount not less than the full replacement value of the Property (with a deductible not to exceed $5,000.00), naming Lender as mortgagee under the policy and as loss payee under a lender's loss payee endorsement and including agreed amount (where applicable), equipment breakdown (where applicable), Law and Ordinance (where applicable) and a "replacement cost endorsement" without deduction for depreciation. (ii) Intentionally Omitted. (iii) Flood risk insurance in the maximum amount of insurance coverage available or the full replacement cost of all Improvements on the Land, whichever is less, if the Land is now or hereafter designated as being located within a special flood hazard area under the Flood Disaster Protection Act of 1973 and if flood insurance is available. (iv) For rental properties, loss of rental value insurance and/or business interruption insurance, which will compensate for lost income and continuing expenses after any interruption, as follows: If all or any portion of the Property is rented or leased, loss of rental value insurance in an amount equal to twelve (12) months' aggregate gross rents from the Property as is so occupied. If all or any portion of the Property is occupied by Grantor, business interruption insurance in an amount equal to twelve (12) months' net income from such portion of the Property as is so occupied. The amount(s) of such coverage(s) shall be subject to adjustment, from time to time at Lender's request, to reflect changes in the rental and/or income levels during the term of the Loan. (v) Comprehensive commercial general liability insurance in an amount not less than Five Million Dollars ($5,000,000.00) combined single-limit liability coverage per occurrence, or in such greater amounts(s) as Lender may reasonably require, insuring against personal injury, death and property damage (including coverage for elevators and escalators, if any, on the Property), Products/Completed Operations, Contractual Liability, Personal Injury and Advertising Injury coverage in the minimum amount of $1,000,000 per occurrence, $2,000,000 Products/Completed Operations Aggregate, $2,000,000 General Aggregate, and naming Lender as additional insured. (vi) Grantor must also carry the following minimum types and amounts of insurance: (a) Statutory Workers' Compensation Insurance and Employers' Liability Insurance in the minimum amount of $1,000,000 bodily injury by accident, each accident; $1,000,000 bodily injury by disease, each employee and $1,000,000 bodily injury by disease, policy limit; (b) If Grantor will have any Automobiles on Premises or used in connection with the business of the Grantor, Automobile Liability Insurance in the minimum amount of $1,000,000 combined single limit (c) Umbrella or Excess Liability Insurance in the minimum amount of $3,000,000 Each 8 CPIF/NYC — Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 Occurrence; (d) if Grantor or its employees will be using hazardous substances in connection with their operations, or if hazardous substances are carried in the vehicles of the Grantor or its employees, Pollution Liability insurance in the minimum amount of $1,000,000 Each Claim. (vii) Such other types of insurance or endorsements to existing insurance, or increased coverage limits, as may be required from time to time by Lender in accordance with its standard commercial lending practices for similar properties and transactions or based on the services provided. 2.3.2 Policies. Upon the request of Lender, Grantor shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Lender's standard commercial lending practices for similar properties and transactions. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to Lender or, and failure to request evidence of this insurance shall not be construed as a waiver of Grantor's obligation to provide the insurance coverage specified. All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and having a Best's Rating-Financial Size Rating of A:VIII or better as determined and published by A.M. Best Company, and shall be on a special form equivalent to ISO standard or in a form acceptable to Lender. All property and casualty policies shall contain a waiver of subrogation in favor of the Lender, and shall not contain a terrorism exclusion or coinsurance. Certificates of all insurance required to be maintained hereunder shall be delivered to Lender (which may include the requirement of an Accord 27 or 28 "Evidence of Property Insurance" form as to property insurance) prior to or contemporaneously with Grantor's execution of this Instrument. All such certificates shall be in form acceptable to Lender, shall name Lender as an additional insured, or Mortgagee and Loss Payee, as applicable, and shall require the insurance company to give to Lender at least thirty (30) days' prior written notice before a cancellation or non-renewal of the policy for any reason or materially amending it, or a reduction of coverage. Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Lender at least fifteen (15) days before termination of the policies being renewed or substituted. Actual policies shall be provided to the Lender upon request. If any loss shall occur at any time while an Event of Default shall have occurred and shall be continuing hereunder, Lender shall be entitled to the benefit of all insurance policies held or maintained by Grantor, to the same extent as if same had been made payable to Lender, and upon foreclosure hereunder, Lender shall become the owner thereof. Lender shall have the right, but not the obligation, to make premium payments, at Grantor's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Grantor, and such payments shall be accepted by the insurer to prevent same. Without limiting the foregoing, if Grantor fails to procure and maintain any insurance required under this Mortgage, Lender may (but shall not be obligated to) procure and maintain such insurance, at Grantor's expense, in the amounts provided above or in such lesser amounts as Lender may deem appropriate, in order to protect Lender's interest in the Property. Such insurance purchased by Lender may, but need not, protect Grantor's interest in the Property. Such insurance purchased by Lender may not pay any claim that Grantor makes or any claim that is made against Grantor in connection with the Property. Grantor may later cancel any insurance purchased by Lender, but only after providing Lender with evidence acceptable to Lender that Grantor has obtained and paid for such insurance as required under this Instrument. If Lender procures and maintains such insurance, Grantor shall 9 CPIF/NYC —Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 be responsible for the costs of such insurance, including interest and any other charges that Lender may impose in connection with the placement of such insurance, until the effective date of the cancellation or expiration of such insurance. All such costs, interest and charges shall become immediately due and payable by Grantor and shall be secured by this Instrument. Such costs may be more than the cost of insurance Grantor may be able to obtain on its own. Lender shall have the right, in its sole and absolute discretion, upon written notice, to require Grantor furnish to Lender a copy of any insurance policy required to be carried hereunder (including endorsements), and Grantor shall furnish the requested policy or policies and all applicable endorsements within thirty (30) days of such request. 2.3.3 Payment; Renewals. Grantor shall promptly furnish to Lender all renewal notices relating to insurance policies. Except as the same may otherwise be paid under Article III, Grantor will pay all premiums on insurance policies directly to the carrier. At least thirty (30) days prior to the expiration date of each such policy, Grantor shall furnish to Lender a renewal policy in a form reasonably acceptable to Lender, together with evidence that the renewal premium has been paid. 2.3.4 Insurance Proceeds. In the event of any loss, Grantor will give prompt written notice thereof to the insurance carrier and Lender. Grantor hereby grants Lender a power of attorney, which power of attorney is coupled with an interest and is irrevocable, to make proof of loss, to adjust and compromise any claim, to commence, appear in and prosecute, in Lender's or Grantor's name, any action relating to any claim, and to collect and receive insurance proceeds; provided, however, that Lender shall have no obligation to do so. If no event of default has occurred and is continuing, the immediately preceding sentence shall apply except that Lender shall not be entitled to act as Grantor's attorney-in-fact and Grantor shall be entitled to participate jointly with Lender in adjusting and compromising any claim, and appearing in any proceeding. (ii) Lender shall apply any insurance proceeds received hereunder first to the payment of the costs and expenses incurred in the collection of the proceeds and shall then apply the balance (the "Net Proceeds"), in its absolute discretion and without regard to the adequacy of its security, to: (A) The payment of Indebtedness secured hereby, whether then due and payable or not. Any such application of proceeds to principal on the Note shall be without the imposition of any prepayment fee otherwise payable under the Note, but shall not extend or postpone the due dates of the installment payments under the Note, or change the amounts thereof; or (B) The reimbursement of Grantor, under Lender's prescribed disbursement control procedures, for the cost of restoration or repair of the Property. Lender may, at its option, condition the reimbursement on Lender's approval of the plans and specifications of the reconstruction, contractor's cost estimates, construction budget and schedule, architects' certificates, waivers of liens, sworn statements of mechanics and materialmen, and such other evidence of costs, percentage completion of construction, application of payments and satisfaction of liens as Lender may reasonably require. 10 CP1F7NYC —Mortgage (Acquisition Loan) 6971185v.5 FILED: NEW YORK COUNTY CLERK 12/21/2023 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 12/21/2023 (iii) If Lender elects paragraph 2.3.4(ii)(B)above, each of the following conditions must be satisfied: (A) No Event of Default has occurred and is continuing at the time the proceeds are received; (B) Grantor gives Lender written notice within thirty (30) days after the proceeds are received that it intends to restore or repair the Property and requests that the Net Proceeds be made available therefor, and Grantor thereafter promptly commences the restoration or repair and completes the same with reasonable diligence in accordance with plans and specifications approved by Lender, which approval shall not be unreasonably withheld; (C) The Net Proceeds are sufficient, in Lender's reasonable business judgment, to restore or repair the Property substantially to its condition prior to the damage or destruction or, if in Lender's reasonable business judgment they are not, Grantor deposits with Lender funds in an amount equal to the deficiency, which funds Lender may, at its option, require be expended prior to use of the Net Proceeds; and (D) Lender receives evidence reasonably satisfactory to Lender that the Property can lawfully be restored or repaired to its condition prior to the damage or destruction and that, upon completion of the restoration or repair, the Property can be operated substantially as it was before and will produce substantially as much income from tenant leases as it did before the damage or destruction. (iv) Except to the extent, if any, that insurance proceeds are applied to payment of the Secured Obligations, nothing herein contained shall be deemed to excuse Grantor from restoring, repairing or maintaining the Property as provided in Section 2.4, regardless of whether there are insurance proceeds available or whether any such proceeds are sufficient in amount. 2.3.5 Transfer of Title. If the Property is sold pursuant to Article VIII or if Lender otherwise acquires title to the Property, Lender shall have all of the right, title and interest of Grantor in and to any insurance policies and unearned premiums thereon and in and to the proceeds resulting from any damage to the Property prior to such sale or acquisition. 2.4 Preservation and Maintenance of Property; Right of Entry. 2.4.1 Preservation and Maintenance. Grantor will (i) not commit or suffer any waste or permit any impairment or deterioration of the Property, (ii) not abandon the Property, (iii) restore or repair promptly and in a good and workmanlike manner all or any part of the