Preview
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
EXHIBIT E
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
INDEMNITY AGREEMENT
1"
THIS INDEMNITY AGREEMENT (the "Agreement") is made as of the day of
January, 2022, by Gary Kassirer, having an address of c/o Emerald Equity Group, 1 Battery
Park Plaza, Suite 3100, New York, New York 10004 (the "indemnitor") and in favor and for the
benefit of ConnectOne Bank formerly known as Bank of New Jersey (the "Lender"), having
an address of 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632.
RECITALS
WHEREAS, Gary Kassirer is a Manager of LINDEN OWNER LLC ("Borrower") having
an office at Battery Park Plaza, Suite 3100, New York, New York 10004; and
WHEREAS, on December 20, 2018, the Bank granted a loan to Borrower in the principal
amount ofNINE MILLION THREE HUNDRED THOUSAND DOLLARS ($9,300,000.00) (the
"Loan") as evidenced by a certain Promissory Note dated December 20, 2018 (and a certain Gap
Note dated December 20, 2018 and a certain Consolidated Note dated December 30, 2018) (the
"Note"), the outstanding principal balance of which as of the date hereof is EIGHT MILLION
SEVEN HUNDRED MILLION NINETY THOUSAND THREE HUNDRED FORTY NINE
DOLLARS ($ 8,790,349.31) and Lender has no obligation to provide Borrower with any further
advances of any funds under the Loans; and
WHEREAS, in connection with the Loan, Borrower executed and delivered a Mortgage
dated December 20, 2018, to the Bank, (the "Mortgage") with respect to property known as
225- 265 Linden New in addition an Assignment of Mortgage dated
Street, Brooklyn, York,
December 20, 2018 was also recorded/filed on December 26, 2018, as CRFN 2018000423818,
Document ID 2018122600247004, in addition a Consolidated Mortgage and Security Agreement
dated December 20, 2018 was also recorded/filed on December 26, 2018, as CRFN
2018000423820 as Document ID 2018122600247006, in addition a Gap Mortgage and
SecurityAgreement dated December 20, 2018 was recorded/filed on December 26, 2018
as CRFN 2018000423819 as Document ID 2018122600247005, in addition and;
WHEREAS, in connection with the Loan, Borrower executed and delivered an
Assignment of Leases and Rents dated December 20, 2018 which was recorded in the
Office ofthe City Register of the City of New York, recorded/filed 12-26-2018, CRFN
2018000423821 as document ID 2018122600247007 and;
WHEREAS, in connection with the Loan, Isaac Kassirer ("Isaac"), a Manager of
Borrower, delivered an Indemnity Agreement (the "Original Indemnity") dated
December 2018 to Lender and;
WHEREAS, in connection with the Loan, Borrower and Lender entered in a
Modification and Extension of Promissory Note dated April 1, 2020 and;
WHEREAS, Borrower and Indemnitor have requested that the Lender modify the
Loan, and to induce the Lender to agree to modify the Loan, the Indemnitor has agreed
to enter into this Agreement.
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the Indemnitor hereby covenants, warrants, represents, and agrees as follows:
1. Defined Terms. Capitalized terms used herein but not defined shall have the
meaning given to them in the Loan Documents.
2. Lender Rights Under this Agreement. The liability of the Borrower under the
Note (as the same has been amended or modified from time to time) is unlimited and enforceable
out of all assets of the Borrower including but not limited to the Mortgaged Property: There shall
be no personal liability on the part of any of the principals of the Borrower, and the Lender shall
not sue for, seek, or demand any deficiency judgment against the principals in any action or
proceeding brought to enable the Lender to enforce and realize upon its security interest in the
Mortgaged Property. However, this shall not constitute a waiver by the Lender to the enforcement
of the liability and obligation of the principals of Borrower, by money judgment or otherwise, to
the extent of any loss, damage, cost, expense, liability, claim, or other obligations incurred by the
attorneys'
Lender (including fees and costs reasonably incurred) arising out of or in connection
Exclusions"
with the "Non-Recourse let forth in Paragraph 2 of this Agreement or the Original
Indemnity), and shall not affect the validity or enforceability of any guaranty or indemnity
"Non-Recourse"
agreement made in connection with the Loan. The provisions of Paragraph 2 of
this Agreement and the Original Indemnity (the same also being incorporated by reference in the
Mortgage) are, and shall at all times be, subject to the terms and conditions of this Agreement and
the liability of the Indemnitor hereunder. The Lender's rights under this Agreement shall be in
addition to, and not in limitation of, all rights of the Lender under the other Loan Documents. Any
default by the Indemnitor under this Agreement shall constitute, at the Lender's option, a default
Default"
and an "Event of under the Note, the Mortgage, or any of the other Loan Documents,
subject to any applicable notice and cure provision.
3. Indemnification. The Indemnitor covenants and agrees, jointly and severally with
Isaac, at its sole cost and expense, to indemnify, defend, protect, save and hold harmless the
Lender (including the Lender as holder of the Mortgage, as mortgagee in possession, or as
successor-in-interest to the ownerof the Mortgaged Property by virtue of a foreclosure or
acceptance of a deed in lieu of foreclosure) and all of its officers, directors, employees, and
agents, and any participants in the Loan and their respective successors and assigns, against and
from any and all damages, claims, costs, expenses, losses, judgments, penalties, fines, liabilities,
encumbrances, liens, costs and expenses of investigation and defense or any claim, whether or
not such claim is ultimately defeated, and of any good faith settlement, of whateverkind or
nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including
attorneys' consultants'
reasonable fees and disbursements and fees, any of which are incurred
at any time, resulting directly or indirectly and arising from or out of or in connection with the
following (the "Non-Recourse Exclusions"):
(1) Fraud or material misrepresentation made by the Borrower, any
Guarantor, any Indemnitor or Isaac, in connection with the Loan, or in any instrument
or document relating to the Loan, from the date of loan commencement, including
any modification of the Loan.
2
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
(2) Waste committed at the Mortgaged Property or any act or failure to act
which materially reduces the value of the Mortgaged Property or the Borrower's
removal (in violation of the Loan Documents) of any fixtures or personal property not
replaced by items of equal or better function and quality now or hereafter constituting
collateral for the payment of the Borrower's obligations under the Loan Documents.
(3) The misapplication, misappropriation, or failure to account for tenant
securitydeposits, or the misapplication or misappropriation of rents received by the
Borrower after the occurrence and/or during the continuance of an Event of Default
under the Loan (including the failure to apply all rents and other income from the
Mortgaged Property or other collateral to the payment of debt service under the Note,
except as applied to the ordinary and necessary expenses of operating the Mortgaged
Property).
(4) The failure to maintain casualty, liability, or any other type of insurance
as required by the Loan Documents, or the misapplication or misappropriation of
insurance proceeds or condemnation proceeds relating to the Mortgaged Property.
(5) The Borrower's failure to pay, to the extent funds are available from the
operation of the Mortgaged Property, the real estate taxes, special assessments,
insurance premiums, and other levies or assessments constituting a lien against all or
a portion of the Mortgaged Property prior to any transfer of possession of the
Mortgaged Property to the Lender or a receiver.
(6) The sale, transfer, alienation, or conveyance of the Mortgaged Property, or
any part thereof or interest therein, without the prior express written consent of the
Lender, or except as may otherwise be permitted in the Loan Documents.
(7) The encumbrance of the Mortgaged Property, or any part thereof or
interest therein, by a (a) tax lien, (b) lien securing an obligation for which the
Borrower or any of its partners, members, shareholders, or beneficiaries are
personally liable (including, but not limited to, subordinate financing), or (c) lien other
than those which are permitted exceptions under the Loan Documents or approved in
writing by the Lender.
(8) The filing by or against the Borrower of any voluntary or involuntary
bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of
filing.
(9) The unsuccessful assertion of a defense to the Lender's foreclosure or pursuit
of other remedies solely for the purpose of hindering collection by the Lender of
amounts due under the Loan.
(10) Any seizure or forfeiture of the Mortgaged Property or other collateral
or security provided under any of the Loan Documents, any portions thereof, or the
Lender's interest therein, pursuant to federal, state, or local laws, except by eminent
domain.
3
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
(11) Any breach of the Borrower's environmental obligations under any of the Loan
Documents (including the Indemnity Agreement) which continues for fifteen (15) days after
notice of such breach. If the Borrower demonstrates that such breach cannot be cured within
fifteen (15) days, then the Borrower shall have sixty (60) days to cure the breach.
(12) Any failure to pay 100% of the proceeds of the sale of any portion of the Property
to the Lender.
4. Scone of Liability. The liability of the indemnitor under this Agreement shall in
no waybe limited or impaired by:
(a) any extension of time for performance required by any of the Loan Documents;
(b) any sale, assignment, or foreclosure of the Note or Mortgage, the acceptance of a
deed in lieu of foreclosure or trustee's sale, or any sale or transfer of all or part of
the Mortgaged Property;
(c) the discharge of the Note or the reconveyance or release of the Mortgage;
(d) any exculpatory provisions in any of the Loan Documents limiting the Lender's
recourse against the indemnitor;
(e) the accuracy or inaccuracy of the representations and warranties made by the
indemnitor, or any other obligor under any of the Loan Documents;
(t) the release of the indemnitor or any guarantor or any other person from
performance or observance of any of the agreements, covenants, terms or
conditions contained in
any of the Loan Documents by operation of law, the
Lender's voluntary act or otherwise;
(g) the release or substitution, in whole or in part, of any security for the Note or
other obligations; or
(h) the Lender's failure to record the Mortgage or file any UCC financing statements
(or the Lender's improper recording or filing of any thereof) or to otherwise
perfect, protect, secure or insure any security interest or lien given as security
for the Note or other obligations; and, in any such case, whether with or without
notice to the Indemnitor or any guarantor or other person or entity and with or
without consideration.
The indemnitor hereby irrevocably waives any notice of:
(a) the Lender's intention to act in reliance of this Agreement or its reliance hereon,
(b) any presentment, demand, protest, notice of protest and of dishonor, notices of
4
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
defaultand all other notices with respect to any of the obligations of the parties
to the other Loan Documents, and
(c) the commencement or prosecution of any enforcement, proceeding, including
any proceeding in any court, against the Borrower or any other person or entity
with respect to any obligations arising out of the Loan Documents. Nothing herein
contained is intended or shall be construed to give the indemnitor any right of
subrogation in or under any of the Loan Documents or any right to participate
in way therein, notwithstanding any payments made by the Indemnitor
any
under this Agreement, all of such rights of subrogation and participation being
hereby expressly waived and released.
5. Notices. All notices to or upon the Parties hereto shall be in writing and delivered
and mailed by certified return receipt requested, or sent via Federal Express
by (a) email, (b) mail,
or other recognized overnight delivery service, addressed as follows:
nationally
The Indemnitor: Gary Kassirer
c/o Emerald Equity Group
1 Battery Park Plaza
Suite 3100
New York, New York 10004
Gary@livingresi.com
with a copy to the
Indemnitor'scounsel: Jeffrey Zwick, Esq.
Jeffrey Zwick & Associates
266 Broadway
Suite 403
Brooklyn, New York 11211
leffrey@izlegal.com
The Borrower: LINDEN OWNER LLC
266 Broadway
Suite 602
Brooklyn, New York 11211
Gary@livingresi.com
with a copy to the
Borrower'scounsel: Jeffrey Zwick, Esq.
Jeffrey Zwick & Associates
266 Broadway
Suite 403
Brooklyn, New York 11211
jeffrey@izlegal.com
The Lender: ConnectOne Bank
301 Sylvan Avenue
5
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024
Englewood Cliffs, NJ 07632
Attn: Neil Minardi
nminardi(dlcnob.com
with a copy to Stein Adler Dabah & Zelkowitz LLP
46th
the Lender's 1633 Broadway, PlOOr
counsel New York, New York 10019
Attn: Richard Y. Im, Esq.
rim(alsteinadlerlaw.com
Such notice shall be deemed to be given when received if delivered personally, by email,
one day after mailed if sent by overnight courier for next day delivery, or two days after the
date mailed if sent by certified or registered mail. Any notice of any change in such
address shall also be given in the manner set forth above. Whenever the giving of notice is
required, the giving of such notice may be waived in writing by the party entitled to receive
such notice.
6. Preservation of Rights. No delay or omission on the Lender's part to exercise
any right or power arising hereunder will impair any such right or power or be considered a
waiver of any such right or power, nor will the Lender's action or inaction Impair any such
right or power. The Lender's rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies which the Lender may have under other
agreements, at law or in equity. Any representations, warranties, covenants or
Indemnification liabilities for breach thereof contained in this Agreement shall not be
affected by any knowledge of, or investigations performed by, the Lender, Any one or more
persons or entities comprising the Indemnitor, or any other party liable upon or in respect of
this Agreement or the Loan, may be released without affecting the liability of any party not so
released,
7. Illegality, In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.
8. Changes in Writine. No modification, amendment or waiver of any provision
of this Agreement nor consent to any departure by the indemnitor therefrom will be effective
unless made in a writing signed by the Lender, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or
demand on the Indemnitor in any case will entitle the Indemnitor to any other or further notice
or demand in the same, similar or other circumstance.
9. Heirs. Successors. and
Preview
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 EXHIBIT E FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 INDEMNITY AGREEMENT 1" THIS INDEMNITY AGREEMENT (the "Agreement") is made as of the day of January, 2022, by Gary Kassirer, having an address of c/o Emerald Equity Group, 1 Battery Park Plaza, Suite 3100, New York, New York 10004 (the "indemnitor") and in favor and for the benefit of ConnectOne Bank formerly known as Bank of New Jersey (the "Lender"), having an address of 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632. RECITALS WHEREAS, Gary Kassirer is a Manager of LINDEN OWNER LLC ("Borrower") having an office at Battery Park Plaza, Suite 3100, New York, New York 10004; and WHEREAS, on December 20, 2018, the Bank granted a loan to Borrower in the principal amount ofNINE MILLION THREE HUNDRED THOUSAND DOLLARS ($9,300,000.00) (the "Loan") as evidenced by a certain Promissory Note dated December 20, 2018 (and a certain Gap Note dated December 20, 2018 and a certain Consolidated Note dated December 30, 2018) (the "Note"), the outstanding principal balance of which as of the date hereof is EIGHT MILLION SEVEN HUNDRED MILLION NINETY THOUSAND THREE HUNDRED FORTY NINE DOLLARS ($ 8,790,349.31) and Lender has no obligation to provide Borrower with any further advances of any funds under the Loans; and WHEREAS, in connection with the Loan, Borrower executed and delivered a Mortgage dated December 20, 2018, to the Bank, (the "Mortgage") with respect to property known as 225- 265 Linden New in addition an Assignment of Mortgage dated Street, Brooklyn, York, December 20, 2018 was also recorded/filed on December 26, 2018, as CRFN 2018000423818, Document ID 2018122600247004, in addition a Consolidated Mortgage and Security Agreement dated December 20, 2018 was also recorded/filed on December 26, 2018, as CRFN 2018000423820 as Document ID 2018122600247006, in addition a Gap Mortgage and SecurityAgreement dated December 20, 2018 was recorded/filed on December 26, 2018 as CRFN 2018000423819 as Document ID 2018122600247005, in addition and; WHEREAS, in connection with the Loan, Borrower executed and delivered an Assignment of Leases and Rents dated December 20, 2018 which was recorded in the Office ofthe City Register of the City of New York, recorded/filed 12-26-2018, CRFN 2018000423821 as document ID 2018122600247007 and; WHEREAS, in connection with the Loan, Isaac Kassirer ("Isaac"), a Manager of Borrower, delivered an Indemnity Agreement (the "Original Indemnity") dated December 2018 to Lender and; WHEREAS, in connection with the Loan, Borrower and Lender entered in a Modification and Extension of Promissory Note dated April 1, 2020 and; WHEREAS, Borrower and Indemnitor have requested that the Lender modify the Loan, and to induce the Lender to agree to modify the Loan, the Indemnitor has agreed to enter into this Agreement. FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Indemnitor hereby covenants, warrants, represents, and agrees as follows: 1. Defined Terms. Capitalized terms used herein but not defined shall have the meaning given to them in the Loan Documents. 2. Lender Rights Under this Agreement. The liability of the Borrower under the Note (as the same has been amended or modified from time to time) is unlimited and enforceable out of all assets of the Borrower including but not limited to the Mortgaged Property: There shall be no personal liability on the part of any of the principals of the Borrower, and the Lender shall not sue for, seek, or demand any deficiency judgment against the principals in any action or proceeding brought to enable the Lender to enforce and realize upon its security interest in the Mortgaged Property. However, this shall not constitute a waiver by the Lender to the enforcement of the liability and obligation of the principals of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim, or other obligations incurred by the attorneys' Lender (including fees and costs reasonably incurred) arising out of or in connection Exclusions" with the "Non-Recourse let forth in Paragraph 2 of this Agreement or the Original Indemnity), and shall not affect the validity or enforceability of any guaranty or indemnity "Non-Recourse" agreement made in connection with the Loan. The provisions of Paragraph 2 of this Agreement and the Original Indemnity (the same also being incorporated by reference in the Mortgage) are, and shall at all times be, subject to the terms and conditions of this Agreement and the liability of the Indemnitor hereunder. The Lender's rights under this Agreement shall be in addition to, and not in limitation of, all rights of the Lender under the other Loan Documents. Any default by the Indemnitor under this Agreement shall constitute, at the Lender's option, a default Default" and an "Event of under the Note, the Mortgage, or any of the other Loan Documents, subject to any applicable notice and cure provision. 3. Indemnification. The Indemnitor covenants and agrees, jointly and severally with Isaac, at its sole cost and expense, to indemnify, defend, protect, save and hold harmless the Lender (including the Lender as holder of the Mortgage, as mortgagee in possession, or as successor-in-interest to the ownerof the Mortgaged Property by virtue of a foreclosure or acceptance of a deed in lieu of foreclosure) and all of its officers, directors, employees, and agents, and any participants in the Loan and their respective successors and assigns, against and from any and all damages, claims, costs, expenses, losses, judgments, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense or any claim, whether or not such claim is ultimately defeated, and of any good faith settlement, of whateverkind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including attorneys' consultants' reasonable fees and disbursements and fees, any of which are incurred at any time, resulting directly or indirectly and arising from or out of or in connection with the following (the "Non-Recourse Exclusions"): (1) Fraud or material misrepresentation made by the Borrower, any Guarantor, any Indemnitor or Isaac, in connection with the Loan, or in any instrument or document relating to the Loan, from the date of loan commencement, including any modification of the Loan. 2 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 (2) Waste committed at the Mortgaged Property or any act or failure to act which materially reduces the value of the Mortgaged Property or the Borrower's removal (in violation of the Loan Documents) of any fixtures or personal property not replaced by items of equal or better function and quality now or hereafter constituting collateral for the payment of the Borrower's obligations under the Loan Documents. (3) The misapplication, misappropriation, or failure to account for tenant securitydeposits, or the misapplication or misappropriation of rents received by the Borrower after the occurrence and/or during the continuance of an Event of Default under the Loan (including the failure to apply all rents and other income from the Mortgaged Property or other collateral to the payment of debt service under the Note, except as applied to the ordinary and necessary expenses of operating the Mortgaged Property). (4) The failure to maintain casualty, liability, or any other type of insurance as required by the Loan Documents, or the misapplication or misappropriation of insurance proceeds or condemnation proceeds relating to the Mortgaged Property. (5) The Borrower's failure to pay, to the extent funds are available from the operation of the Mortgaged Property, the real estate taxes, special assessments, insurance premiums, and other levies or assessments constituting a lien against all or a portion of the Mortgaged Property prior to any transfer of possession of the Mortgaged Property to the Lender or a receiver. (6) The sale, transfer, alienation, or conveyance of the Mortgaged Property, or any part thereof or interest therein, without the prior express written consent of the Lender, or except as may otherwise be permitted in the Loan Documents. (7) The encumbrance of the Mortgaged Property, or any part thereof or interest therein, by a (a) tax lien, (b) lien securing an obligation for which the Borrower or any of its partners, members, shareholders, or beneficiaries are personally liable (including, but not limited to, subordinate financing), or (c) lien other than those which are permitted exceptions under the Loan Documents or approved in writing by the Lender. (8) The filing by or against the Borrower of any voluntary or involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing. (9) The unsuccessful assertion of a defense to the Lender's foreclosure or pursuit of other remedies solely for the purpose of hindering collection by the Lender of amounts due under the Loan. (10) Any seizure or forfeiture of the Mortgaged Property or other collateral or security provided under any of the Loan Documents, any portions thereof, or the Lender's interest therein, pursuant to federal, state, or local laws, except by eminent domain. 3 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 (11) Any breach of the Borrower's environmental obligations under any of the Loan Documents (including the Indemnity Agreement) which continues for fifteen (15) days after notice of such breach. If the Borrower demonstrates that such breach cannot be cured within fifteen (15) days, then the Borrower shall have sixty (60) days to cure the breach. (12) Any failure to pay 100% of the proceeds of the sale of any portion of the Property to the Lender. 4. Scone of Liability. The liability of the indemnitor under this Agreement shall in no waybe limited or impaired by: (a) any extension of time for performance required by any of the Loan Documents; (b) any sale, assignment, or foreclosure of the Note or Mortgage, the acceptance of a deed in lieu of foreclosure or trustee's sale, or any sale or transfer of all or part of the Mortgaged Property; (c) the discharge of the Note or the reconveyance or release of the Mortgage; (d) any exculpatory provisions in any of the Loan Documents limiting the Lender's recourse against the indemnitor; (e) the accuracy or inaccuracy of the representations and warranties made by the indemnitor, or any other obligor under any of the Loan Documents; (t) the release of the indemnitor or any guarantor or any other person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, the Lender's voluntary act or otherwise; (g) the release or substitution, in whole or in part, of any security for the Note or other obligations; or (h) the Lender's failure to record the Mortgage or file any UCC financing statements (or the Lender's improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note or other obligations; and, in any such case, whether with or without notice to the Indemnitor or any guarantor or other person or entity and with or without consideration. The indemnitor hereby irrevocably waives any notice of: (a) the Lender's intention to act in reliance of this Agreement or its reliance hereon, (b) any presentment, demand, protest, notice of protest and of dishonor, notices of 4 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 defaultand all other notices with respect to any of the obligations of the parties to the other Loan Documents, and (c) the commencement or prosecution of any enforcement, proceeding, including any proceeding in any court, against the Borrower or any other person or entity with respect to any obligations arising out of the Loan Documents. Nothing herein contained is intended or shall be construed to give the indemnitor any right of subrogation in or under any of the Loan Documents or any right to participate in way therein, notwithstanding any payments made by the Indemnitor any under this Agreement, all of such rights of subrogation and participation being hereby expressly waived and released. 5. Notices. All notices to or upon the Parties hereto shall be in writing and delivered and mailed by certified return receipt requested, or sent via Federal Express by (a) email, (b) mail, or other recognized overnight delivery service, addressed as follows: nationally The Indemnitor: Gary Kassirer c/o Emerald Equity Group 1 Battery Park Plaza Suite 3100 New York, New York 10004 Gary@livingresi.com with a copy to the Indemnitor'scounsel: Jeffrey Zwick, Esq. Jeffrey Zwick & Associates 266 Broadway Suite 403 Brooklyn, New York 11211 leffrey@izlegal.com The Borrower: LINDEN OWNER LLC 266 Broadway Suite 602 Brooklyn, New York 11211 Gary@livingresi.com with a copy to the Borrower'scounsel: Jeffrey Zwick, Esq. Jeffrey Zwick & Associates 266 Broadway Suite 403 Brooklyn, New York 11211 jeffrey@izlegal.com The Lender: ConnectOne Bank 301 Sylvan Avenue 5 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/05/2024 Englewood Cliffs, NJ 07632 Attn: Neil Minardi nminardi(dlcnob.com with a copy to Stein Adler Dabah & Zelkowitz LLP 46th the Lender's 1633 Broadway, PlOOr counsel New York, New York 10019 Attn: Richard Y. Im, Esq. rim(alsteinadlerlaw.com Such notice shall be deemed to be given when received if delivered personally, by email, one day after mailed if sent by overnight courier for next day delivery, or two days after the date mailed if sent by certified or registered mail. Any notice of any change in such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice. 6. Preservation of Rights. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction Impair any such right or power. The Lender's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Lender may have under other agreements, at law or in equity. Any representations, warranties, covenants or Indemnification liabilities for breach thereof contained in this Agreement shall not be affected by any knowledge of, or investigations performed by, the Lender, Any one or more persons or entities comprising the Indemnitor, or any other party liable upon or in respect of this Agreement or the Loan, may be released without affecting the liability of any party not so released, 7. Illegality, In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 8. Changes in Writine. No modification, amendment or waiver of any provision of this Agreement nor consent to any departure by the indemnitor therefrom will be effective unless made in a writing signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Indemnitor in any case will entitle the Indemnitor to any other or further notice or demand in the same, similar or other circumstance. 9. Heirs. Successors. and