Preview
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
EXHIBIT G
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
Loan Number: 501558710000100
FORBEARANCE AGREEMENT
[Principal Deferment Only]
This Forbearance Agreement (this “Agreement”) dated as of December 8, 2021 (the
“Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and
ConnectOne Bank (“Lender”).
A. Borrower and Lender are parties to that certain Note, dated as of December 20,
2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”),
pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make
certain loans (collectively, the “Loan”) to Borrower.
B. The Borrower has notified the Lender that it will not be able to make its scheduled
repayment of certain principal and/or interest payments as required pursuant to Loan Documents
as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”).
C. As a result of Borrower’s representations of COVID-19 related hardships, the
Borrower has requested that Lender agree to defer temporarily certain principal payments due to
Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions,
expressly set forth herein.
Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein
set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree
as follows:
1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby
ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the
Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their
obligations under each such Loan Document and this Agreement are the legal, valid and binding
obligations enforceable against Borrower in accordance with the respective terms thereof.
Borrower further acknowledges and agrees that it does not have any defense (whether legal or
equitable), set-off or counterclaim to the payment or performance of the obligations in accordance
with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and
security interests heretofore granted pursuant to the Loan Documents as collateral security for the
indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and
security interests, and all collateral heretofore pledged as security for such indebtedness, continues
to be and remains collateral for such indebtedness.
2. Deferment of Payments. Borrower hereby represents that it is experiencing
financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID-
19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the
limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”)
under the Loan Documents for the period commencing on May 1, 2021 and ending on December
1, 2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
breach of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement;
or (c) Borrower’s financials do not demonstrate the need for the continued deferment or the ability
of the Borrower to resume payments and satisfy all covenants and conditions as required under the
Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest
payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees
and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date,
Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the
terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any
funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other
lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”),
Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment
of approved expenses in accordance with the requirements of the CARES Act.
3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to
pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the
Loan Documents during the Deferment Period and thereafter.
4. Financial Reporting. Borrower shall provide Lender with the following financial
statements and reports every thirty (30) days following the start of the Deferment Period or within
ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent
roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal
financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of
borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials
during the Deferment Period shall constitute a material breach under this Agreement.
5. Limited Agreement. Lender agrees to forbear from exercising its rights and
remedies against Borrower with respect to the Deferred Payments until the end of the Deferment
Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from
exercising its rights and remedies shall be limited precisely as written and shall not be deemed to
be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan
Documents or this Agreement) or any other term or condition of the Note or other Loan
Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in
the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a
consent to any future agreement regarding deferment of payments due under the Loan Documents.
Borrower agrees and acknowledges that this Agreement does not constitute an agreement to
forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in
this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that
Lender is entitled to under the Loan Documents.
6. Terms of Forbearance. The Borrower acknowledges that its representation of
financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to
the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is
not capable of, and is expressly prohibited from, making any distributions to investors,
whether by way of dividends or otherwise, during the Deferment Period. In addition,
notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees
-2-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
that, to the extent that the Lender makes additional credit extensions or otherwise extend any
financial accommodations to the Borrower on or after the Effective Date, any such credit
extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not
establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making
credit extensions or otherwise cease extending credit or other financial accommodations at any
time other than those expressly provided for in this Agreement. Borrower’s failure to comply with
the terms of this Agreement shall constitute an Event of Default under the Loan Documents.
7. Representations and Warranties. The Borrower represents and warrants that as
of the Effective Date:
(a) the execution, delivery and performance of this Agreement and the
transactions contemplated hereunder and thereunder, are all within the Borrower’s
corporate powers, have been duly authorized and are not in contravention of law or the
terms of the Borrower’s constitutive or governing documents, or any indenture, agreement
or undertaking to which the Borrower is a party or by which the Borrower or any of its
property is bound;
(b) except for the Deferred Payments which is addressed in this Agreement, no
event or circumstance has occurred and is continuing that would constitute a default or
Event of Default under the Loan Documents;
(c) the representations and warranties contained in the Loan Documents were
true and correct as of the date made and, except to the extent that such representations and
warranties relate expressly to an earlier date, remain true as of the date hereof;
(d) the Borrower has read and fully understands each of the terms and
conditions of this Agreement and is entering into this Agreement freely and voluntarily,
without duress, after having had an opportunity for consultation with independent counsel
of its own selection and not in reliance upon any representations, warranties or agreements
made by Lender and not set forth in this Agreement.
8. Notice. All notices, requests and demands to or upon the respective parties hereto
shall be in writing and made to Lender or the Borrower in accordance with the notice requirements
set forth in the Loan Documents.
9. Full Force and Effect; Entire Agreement. Except to the extent expressly
provided in this Agreement, the terms and conditions of the Note and each other Loan Document
shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents
constitute and contain the entire agreement of the parties hereto and supersede any and all prior
agreements, negotiations, correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter hereof.
10. Release. In consideration for the accommodations provided by Lender pursuant to
this Agreement, Borrower and each of its directors, officers, agents, servants, employees,
shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and
-3-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
successors in interest (collectively, the “Borrower Releasors”) hereby release and forever
discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each
of them, as well as each of its directors, officers, agents, servants, employees, shareholders,
representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in
interest (collectively, the “Releasees”), from and against any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations,
controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind
or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected
or unsuspected, which the Borrower Releasors now own or hold or have at any time heretofore
owned or held against the Releasees, which are based upon or arise out of or in connection with
any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted
or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan,
the Loan Documents, this Agreement, or any and all other matters between Borrower and Lender.
11. Governing Law and Jurisdiction; Waiver of Jury Trial. The sections of the
Loan Documents (governing law, jurisdiction, etc., and waiver of Jury Trial) are hereby
incorporated herein by reference and shall be applicable to this Agreement.
12. Miscellaneous. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but all such
counterparts taken together shall constitute but one and the same instrument. Signature pages may
be detached from multiple separate counterparts and attached to a single counterpart. Delivery of
an executed signature page of this Agreement by facsimile transmission or electronic transmission
shall be as effective as delivery of a manually executed counterpart hereof. This Agreement is
made and entered into for the sole benefit of the Borrower and Lender and their permitted
successors and assigns. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
[SIGNATURE PAGES FOLLOW.]
-4-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
In Witness Whereof, each of the parties hereto has caused this Agreement to be executed
and delivered by its duly authorized officer as of the date first written above.
LINDEN OWNER LLC
By: _______________________________________
Name: Gary Kassirer
Title: Manager
ConnectOne Bank
By: _______________________________________
Name: William Tierney
Title: Managing Director
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
Loan Number: 501558710000100
FORBEARANCE AGREEMENT
[Principal Deferment Only]
This Forbearance Agreement (this “Agreement”) dated as of March 29, 2021 (the
“Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and
ConnectOne Bank (“Lender”).
A. Borrower and Lender are parties to that certain Note, dated as of December 20,
2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”),
pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make
certain loans (collectively, the “Loan”) to Borrower.
B. The Borrower has notified the Lender that it will not be able to make its scheduled
repayment of certain principal and/or interest payments as required pursuant to Loan Documents
as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”).
C. As a result of Borrower’s representations of COVID-19 related hardships, the
Borrower has requested that Lender agree to defer temporarily certain principal payments due to
Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions,
expressly set forth herein.
Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein
set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree
as follows:
1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby
ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the
Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their
obligations under each such Loan Document and this Agreement are the legal, valid and binding
obligations enforceable against Borrower in accordance with the respective terms thereof.
Borrower further acknowledges and agrees that it does not have any defense (whether legal or
equitable), set-off or counterclaim to the payment or performance of the obligations in accordance
with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and
security interests heretofore granted pursuant to the Loan Documents as collateral security for the
indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and
security interests, and all collateral heretofore pledged as security for such indebtedness, continues
to be and remains collateral for such indebtedness.
2. Deferment of Payments. Borrower hereby represents that it is experiencing
financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID-
19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the
limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”)
under the Loan Documents for the period commencing on May 1, 2021 and ending on October 1,
2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in breach
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement; or (c)
Borrower’s financials do not demonstrate the need for the continued deferment or the ability of
the Borrower to resume payments and satisfy all covenants and conditions as required under the
Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest
payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees
and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date,
Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the
terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any
funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other
lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”),
Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment
of approved expenses in accordance with the requirements of the CARES Act.
3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to
pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the
Loan Documents during the Deferment Period and thereafter.
4. Financial Reporting. Borrower shall provide Lender with the following financial
statements and reports every thirty (30) days following the start of the Deferment Period or within
ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent
roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal
financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of
borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials
during the Deferment Period shall constitute a material breach under this Agreement.
5. Limited Agreement. Lender agrees to forbear from exercising its rights and
remedies against Borrower with respect to the Deferred Payments until the end of the Deferment
Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from
exercising its rights and remedies shall be limited precisely as written and shall not be deemed to
be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan
Documents or this Agreement) or any other term or condition of the Note or other Loan
Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in
the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a
consent to any future agreement regarding deferment of payments due under the Loan Documents.
Borrower agrees and acknowledges that this Agreement does not constitute an agreement to
forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in
this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that
Lender is entitled to under the Loan Documents.
6. Terms of Forbearance. The Borrower acknowledges that its representation of
financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to
the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is
not capable of, and is expressly prohibited from, making any distributions to investors,
whether by way of dividends or otherwise, during the Deferment Period. In addition,
notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees
-2-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
that, to the extent that the Lender makes additional credit extensions or otherwise extend any
financial accommodations to the Borrower on or after the Effective Date, any such credit
extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not
establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making
credit extensions or otherwise cease extending credit or other financial accommodations at any
time other than those expressly provided for in this Agreement. Borrower’s failure to comply with
the terms of this Agreement shall constitute an Event of Default under the Loan Documents.
7. Representations and Warranties. The Borrower represents and warrants that as
of the Effective Date:
(a) the execution, delivery and performance of this Agreement and the
transactions contemplated hereunder and thereunder, are all within the Borrower’s
corporate powers, have been duly authorized and are not in contravention of law or the
terms of the Borrower’s constitutive or governing documents, or any indenture, agreement
or undertaking to which the Borrower is a party or by which the Borrower or any of its
property is bound;
(b) except for the Deferred Payments which is addressed in this Agreement, no
event or circumstance has occurred and is continuing that would constitute a default or
Event of Default under the Loan Documents;
(c) the representations and warranties contained in the Loan Documents were
true and correct as of the date made and, except to the extent that such representations and
warranties relate expressly to an earlier date, remain true as of the date hereof;
(d) the Borrower has read and fully understands each of the terms and
conditions of this Agreement and is entering into this Agreement freely and voluntarily,
without duress, after having had an opportunity for consultation with independent counsel
of its own selection and not in reliance upon any representations, warranties or agreements
made by Lender and not set forth in this Agreement.
8. Notice. All notices, requests and demands to or upon the respective parties hereto
shall be in writing and made to Lender or the Borrower in accordance with the notice requirements
set forth in the Loan Documents.
9. Full Force and Effect; Entire Agreement. Except to the extent expressly
provided in this Agreement, the terms and conditions of the Note and each other Loan Document
shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents
constitute and contain the entire agreement of the parties hereto and supersede any and all prior
agreements, negotiations, correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter hereof.
10. Release. In consideration for the accommodations provided by Lender pursuant to
this Agreement, Borrower and each of its directors, officers, agents, servants, employees,
shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and
-3-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
successors in interest (collectively, the “Borrower Releasors”) hereby release and forever
discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each
of them, as well as each of its directors, officers, agents, servants, employees, shareholders,
representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in
interest (collectively, the “Releasees”), from and against any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations,
controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind
or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected
or unsuspected, which the Borrower Releasors now own or hold or have at any time heretofore
owned or held against the Releasees, which are based upon or arise out of or in connection with
any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted
or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan,
the Loan Documents, this Agreement, or any and all other matters between Borrower and Lender.
11. Governing Law and Jurisdiction; Waiver of Jury Trial. The sections of the
Loan Documents (governing law, jurisdiction, etc., and waiver of Jury Trial) are hereby
incorporated herein by reference and shall be applicable to this Agreement.
12. Miscellaneous. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but all such
counterparts taken together shall constitute but one and the same instrument. Signature pages may
be detached from multiple separate counterparts and attached to a single counterpart. Delivery of
an executed signature page of this Agreement by facsimile transmission or electronic transmission
shall be as effective as delivery of a manually executed counterpart hereof. This Agreement is
made and entered into for the sole benefit of the Borrower and Lender and their permitted
successors and assigns. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
[SIGNATURE PAGES FOLLOW.]
-4-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
In Witness Whereof, each of the parties hereto has caused this Agreement to be executed
and delivered by its duly authorized officer as of the date first written above.
LINDEN OWNER LLC
By: _______________________________________
Name: Gary Kassirer
Title: Manager
ConnectOne Bank
By: _______________________________________
Name: Mark Zurlini
Title: Managing Director
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
Loan Number: 501558710000100
FORBEARANCE AGREEMENT
[Principal Deferment Only]
This Forbearance Agreement (this “Agreement”) dated as of December 3, 2020 (the
“Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and
ConnectOne Bank (“Lender”).
A. Borrower and Lender are parties to that certain Note, dated as of December 20,
2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”),
pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make
certain loans (collectively, the “Loan”) to Borrower.
B. The Borrower has notified the Lender that it will not be able to make its scheduled
repayment of certain principal and/or interest payments as required pursuant to Loan Documents
as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”).
C. As a result of Borrower’s representations of COVID-19 related hardships, the
Borrower has requested that Lender agree to defer temporarily certain principal payments due to
Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions,
expressly set forth herein.
Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein
set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree
as follows:
1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby
ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the
Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their
obligations under each such Loan Document and this Agreement are the legal, valid and binding
obligations enforceable against Borrower in accordance with the respective terms thereof.
Borrower further acknowledges and agrees that it does not have any defense (whether legal or
equitable), set-off or counterclaim to the payment or performance of the obligations in accordance
with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and
security interests heretofore granted pursuant to the Loan Documents as collateral security for the
indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and
security interests, and all collateral heretofore pledged as security for such indebtedness, continues
to be and remains collateral for such indebtedness.
2. Deferment of Payments. Borrower hereby represents that it is experiencing
financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID-
19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the
limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”)
under the Loan Documents for the period commencing on November 1, 2020 and ending on April
1, 2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
breach of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement;
or (c) Borrower’s financials do not demonstrate the need for the continued deferment or the ability
of the Borrower to resume payments and satisfy all covenants and conditions as required under the
Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest
payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees
and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date,
Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the
terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any
funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other
lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”),
Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment
of approved expenses in accordance with the requirements of the CARES Act.
3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to
pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the
Loan Documents during the Deferment Period and thereafter.
4. Financial Reporting. Borrower shall provide Lender with the following financial
statements and reports every thirty (30) days following the start of the Deferment Period or within
ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent
roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal
financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of
borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials
during the Deferment Period shall constitute a material breach under this Agreement.
5. Limited Agreement. Lender agrees to forbear from exercising its rights and
remedies against Borrower with respect to the Deferred Payments until the end of the Deferment
Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from
exercising its rights and remedies shall be limited precisely as written and shall not be deemed to
be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan
Documents or this Agreement) or any other term or condition of the Note or other Loan
Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in
the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a
consent to any future agreement regarding deferment of payments due under the Loan Documents.
Borrower agrees and acknowledges that this Agreement does not constitute an agreement to
forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in
this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that
Lender is entitled to under the Loan Documents.
6. Terms of Forbearance. The Borrower acknowledges that its representation of
financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to
the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is
not capable of, and is expressly prohibited from, making any distributions to investors,
whether by way of dividends or otherwise, during the Deferment Period. In addition,
notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees
-2-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
that, to the extent that the Lender makes additional credit extensions or otherwise extend any
financial accommodations to the Borrower on or after the Effective Date, any such credit
extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not
establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making
credit extensions or otherwise cease extending credit or other financial accommodations at any
time other than those expressly provided for in this Agreement. Borrower’s failure to comply with
the terms of this Agreement shall constitute an Event of Default under the Loan Documents.
7. Representations and Warranties. The Borrower represents and warrants that as
of the Effective Date:
(a) the execution, delivery and performance of this Agreement and the
transactions contemplated hereunder and thereunder, are all within the Borrower’s
corporate powers, have been duly authorized and are not in contravention of law or the
terms of the Borrower’s constitutive or governing documents, or any indenture, agreement
or undertaking to which the Borrower is a party or by which the Borrower or any of its
property is bound;
(b) except for the Deferred Payments which is addressed in this Agreement, no
event or circumstance has occurred and is continuing that would constitute a default or
Event of Default under the Loan Documents;
(c) the representations and warranties contained in the Loan Documents were
true and correct as of the date made and, except to the extent that such representations and
warranties relate expressly to an earlier date, remain true as of the date hereof;
(d) the Borrower has read and fully understands each of the terms and
conditions of this Agreement and is entering into this Agreement freely and voluntarily,
without duress, after having had an opportunity for consultation with independent counsel
of its own selection and not in reliance upon any representations, warranties or agreements
made by Lender and not set forth in this Agreement.
8. Notice. All notices, requests and demands to or upon the respective parties hereto
shall be in writing and made to Lender or the Borrower in accordance with the notice requirements
set forth in the Loan Documents.
9. Full Force and Effect; Entire Agreement. Except to the extent expressly
provided in this Agreement, the terms and conditions of the Note and each other Loan Document
shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents
constitute and contain the entire agreement of the parties hereto and supersede any and all prior
agreements, negotiations, correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter hereof.
10. Release. In consideration for the accommodations provided by Lender pursuant to
this Agreement, Borrower and each of its directors, officers, agents, servants, employees,
shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and
-3-
COVID-19 Related Loan Deferment Form For Bororwer(s):
(1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months
Revised 11/2020
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024
DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024
successors in interest (collectively, the “Borrower Releasors”) hereby release and forever
discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each
of them, as well as each of its directors, officers, agents, servants, employees, shareholders,
Preview
FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 EXHIBIT G FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 Loan Number: 501558710000100 FORBEARANCE AGREEMENT [Principal Deferment Only] This Forbearance Agreement (this “Agreement”) dated as of December 8, 2021 (the “Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and ConnectOne Bank (“Lender”). A. Borrower and Lender are parties to that certain Note, dated as of December 20, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make certain loans (collectively, the “Loan”) to Borrower. B. The Borrower has notified the Lender that it will not be able to make its scheduled repayment of certain principal and/or interest payments as required pursuant to Loan Documents as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”). C. As a result of Borrower’s representations of COVID-19 related hardships, the Borrower has requested that Lender agree to defer temporarily certain principal payments due to Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions, expressly set forth herein. Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree as follows: 1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their obligations under each such Loan Document and this Agreement are the legal, valid and binding obligations enforceable against Borrower in accordance with the respective terms thereof. Borrower further acknowledges and agrees that it does not have any defense (whether legal or equitable), set-off or counterclaim to the payment or performance of the obligations in accordance with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and security interests heretofore granted pursuant to the Loan Documents as collateral security for the indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and security interests, and all collateral heretofore pledged as security for such indebtedness, continues to be and remains collateral for such indebtedness. 2. Deferment of Payments. Borrower hereby represents that it is experiencing financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID- 19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”) under the Loan Documents for the period commencing on May 1, 2021 and ending on December 1, 2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 breach of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement; or (c) Borrower’s financials do not demonstrate the need for the continued deferment or the ability of the Borrower to resume payments and satisfy all covenants and conditions as required under the Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date, Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment of approved expenses in accordance with the requirements of the CARES Act. 3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the Loan Documents during the Deferment Period and thereafter. 4. Financial Reporting. Borrower shall provide Lender with the following financial statements and reports every thirty (30) days following the start of the Deferment Period or within ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials during the Deferment Period shall constitute a material breach under this Agreement. 5. Limited Agreement. Lender agrees to forbear from exercising its rights and remedies against Borrower with respect to the Deferred Payments until the end of the Deferment Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from exercising its rights and remedies shall be limited precisely as written and shall not be deemed to be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan Documents or this Agreement) or any other term or condition of the Note or other Loan Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a consent to any future agreement regarding deferment of payments due under the Loan Documents. Borrower agrees and acknowledges that this Agreement does not constitute an agreement to forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that Lender is entitled to under the Loan Documents. 6. Terms of Forbearance. The Borrower acknowledges that its representation of financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is not capable of, and is expressly prohibited from, making any distributions to investors, whether by way of dividends or otherwise, during the Deferment Period. In addition, notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees -2- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 that, to the extent that the Lender makes additional credit extensions or otherwise extend any financial accommodations to the Borrower on or after the Effective Date, any such credit extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making credit extensions or otherwise cease extending credit or other financial accommodations at any time other than those expressly provided for in this Agreement. Borrower’s failure to comply with the terms of this Agreement shall constitute an Event of Default under the Loan Documents. 7. Representations and Warranties. The Borrower represents and warrants that as of the Effective Date: (a) the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and thereunder, are all within the Borrower’s corporate powers, have been duly authorized and are not in contravention of law or the terms of the Borrower’s constitutive or governing documents, or any indenture, agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its property is bound; (b) except for the Deferred Payments which is addressed in this Agreement, no event or circumstance has occurred and is continuing that would constitute a default or Event of Default under the Loan Documents; (c) the representations and warranties contained in the Loan Documents were true and correct as of the date made and, except to the extent that such representations and warranties relate expressly to an earlier date, remain true as of the date hereof; (d) the Borrower has read and fully understands each of the terms and conditions of this Agreement and is entering into this Agreement freely and voluntarily, without duress, after having had an opportunity for consultation with independent counsel of its own selection and not in reliance upon any representations, warranties or agreements made by Lender and not set forth in this Agreement. 8. Notice. All notices, requests and demands to or upon the respective parties hereto shall be in writing and made to Lender or the Borrower in accordance with the notice requirements set forth in the Loan Documents. 9. Full Force and Effect; Entire Agreement. Except to the extent expressly provided in this Agreement, the terms and conditions of the Note and each other Loan Document shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. 10. Release. In consideration for the accommodations provided by Lender pursuant to this Agreement, Borrower and each of its directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and -3- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 successors in interest (collectively, the “Borrower Releasors”) hereby release and forever discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each of them, as well as each of its directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest (collectively, the “Releasees”), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected or unsuspected, which the Borrower Releasors now own or hold or have at any time heretofore owned or held against the Releasees, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan, the Loan Documents, this Agreement, or any and all other matters between Borrower and Lender. 11. Governing Law and Jurisdiction; Waiver of Jury Trial. The sections of the Loan Documents (governing law, jurisdiction, etc., and waiver of Jury Trial) are hereby incorporated herein by reference and shall be applicable to this Agreement. 12. Miscellaneous. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. This Agreement is made and entered into for the sole benefit of the Borrower and Lender and their permitted successors and assigns. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. [SIGNATURE PAGES FOLLOW.] -4- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first written above. LINDEN OWNER LLC By: _______________________________________ Name: Gary Kassirer Title: Manager ConnectOne Bank By: _______________________________________ Name: William Tierney Title: Managing Director COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 Loan Number: 501558710000100 FORBEARANCE AGREEMENT [Principal Deferment Only] This Forbearance Agreement (this “Agreement”) dated as of March 29, 2021 (the “Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and ConnectOne Bank (“Lender”). A. Borrower and Lender are parties to that certain Note, dated as of December 20, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make certain loans (collectively, the “Loan”) to Borrower. B. The Borrower has notified the Lender that it will not be able to make its scheduled repayment of certain principal and/or interest payments as required pursuant to Loan Documents as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”). C. As a result of Borrower’s representations of COVID-19 related hardships, the Borrower has requested that Lender agree to defer temporarily certain principal payments due to Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions, expressly set forth herein. Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree as follows: 1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their obligations under each such Loan Document and this Agreement are the legal, valid and binding obligations enforceable against Borrower in accordance with the respective terms thereof. Borrower further acknowledges and agrees that it does not have any defense (whether legal or equitable), set-off or counterclaim to the payment or performance of the obligations in accordance with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and security interests heretofore granted pursuant to the Loan Documents as collateral security for the indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and security interests, and all collateral heretofore pledged as security for such indebtedness, continues to be and remains collateral for such indebtedness. 2. Deferment of Payments. Borrower hereby represents that it is experiencing financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID- 19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”) under the Loan Documents for the period commencing on May 1, 2021 and ending on October 1, 2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in breach COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement; or (c) Borrower’s financials do not demonstrate the need for the continued deferment or the ability of the Borrower to resume payments and satisfy all covenants and conditions as required under the Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date, Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment of approved expenses in accordance with the requirements of the CARES Act. 3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the Loan Documents during the Deferment Period and thereafter. 4. Financial Reporting. Borrower shall provide Lender with the following financial statements and reports every thirty (30) days following the start of the Deferment Period or within ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials during the Deferment Period shall constitute a material breach under this Agreement. 5. Limited Agreement. Lender agrees to forbear from exercising its rights and remedies against Borrower with respect to the Deferred Payments until the end of the Deferment Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from exercising its rights and remedies shall be limited precisely as written and shall not be deemed to be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan Documents or this Agreement) or any other term or condition of the Note or other Loan Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a consent to any future agreement regarding deferment of payments due under the Loan Documents. Borrower agrees and acknowledges that this Agreement does not constitute an agreement to forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that Lender is entitled to under the Loan Documents. 6. Terms of Forbearance. The Borrower acknowledges that its representation of financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is not capable of, and is expressly prohibited from, making any distributions to investors, whether by way of dividends or otherwise, during the Deferment Period. In addition, notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees -2- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 that, to the extent that the Lender makes additional credit extensions or otherwise extend any financial accommodations to the Borrower on or after the Effective Date, any such credit extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making credit extensions or otherwise cease extending credit or other financial accommodations at any time other than those expressly provided for in this Agreement. Borrower’s failure to comply with the terms of this Agreement shall constitute an Event of Default under the Loan Documents. 7. Representations and Warranties. The Borrower represents and warrants that as of the Effective Date: (a) the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and thereunder, are all within the Borrower’s corporate powers, have been duly authorized and are not in contravention of law or the terms of the Borrower’s constitutive or governing documents, or any indenture, agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its property is bound; (b) except for the Deferred Payments which is addressed in this Agreement, no event or circumstance has occurred and is continuing that would constitute a default or Event of Default under the Loan Documents; (c) the representations and warranties contained in the Loan Documents were true and correct as of the date made and, except to the extent that such representations and warranties relate expressly to an earlier date, remain true as of the date hereof; (d) the Borrower has read and fully understands each of the terms and conditions of this Agreement and is entering into this Agreement freely and voluntarily, without duress, after having had an opportunity for consultation with independent counsel of its own selection and not in reliance upon any representations, warranties or agreements made by Lender and not set forth in this Agreement. 8. Notice. All notices, requests and demands to or upon the respective parties hereto shall be in writing and made to Lender or the Borrower in accordance with the notice requirements set forth in the Loan Documents. 9. Full Force and Effect; Entire Agreement. Except to the extent expressly provided in this Agreement, the terms and conditions of the Note and each other Loan Document shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. 10. Release. In consideration for the accommodations provided by Lender pursuant to this Agreement, Borrower and each of its directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and -3- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 successors in interest (collectively, the “Borrower Releasors”) hereby release and forever discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each of them, as well as each of its directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest (collectively, the “Releasees”), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected or unsuspected, which the Borrower Releasors now own or hold or have at any time heretofore owned or held against the Releasees, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan, the Loan Documents, this Agreement, or any and all other matters between Borrower and Lender. 11. Governing Law and Jurisdiction; Waiver of Jury Trial. The sections of the Loan Documents (governing law, jurisdiction, etc., and waiver of Jury Trial) are hereby incorporated herein by reference and shall be applicable to this Agreement. 12. Miscellaneous. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. This Agreement is made and entered into for the sole benefit of the Borrower and Lender and their permitted successors and assigns. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. [SIGNATURE PAGES FOLLOW.] -4- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: A6CFF6AF-0C8B-41D3-BCC8-18DB3A727D04 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first written above. LINDEN OWNER LLC By: _______________________________________ Name: Gary Kassirer Title: Manager ConnectOne Bank By: _______________________________________ Name: Mark Zurlini Title: Managing Director COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 Loan Number: 501558710000100 FORBEARANCE AGREEMENT [Principal Deferment Only] This Forbearance Agreement (this “Agreement”) dated as of December 3, 2020 (the “Effective Date”), is entered into by and among LINDEN OWNER LLC (“Borrower”) and ConnectOne Bank (“Lender”). A. Borrower and Lender are parties to that certain Note, dated as of December 20, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), pursuant to which Lender agreed, subject to the terms and conditions set forth therein, to make certain loans (collectively, the “Loan”) to Borrower. B. The Borrower has notified the Lender that it will not be able to make its scheduled repayment of certain principal and/or interest payments as required pursuant to Loan Documents as a result of experiencing financial hardship due to the coronavirus pandemic (“COVID-19”). C. As a result of Borrower’s representations of COVID-19 related hardships, the Borrower has requested that Lender agree to defer temporarily certain principal payments due to Lender, and Lender is willing to do so, but only to the extent, and on the terms and conditions, expressly set forth herein. Now, Therefore, in consideration of the foregoing recitals and the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Borrower and Lender hereby agree as follows: 1. Ratification and Reaffirmation of Obligations and Liens. Borrower hereby ratifies and reaffirms the validity and enforceability of all of the obligations and of each of the Note and other loan documents (collectively, the “Loan Documents”), and agree that each of their obligations under each such Loan Document and this Agreement are the legal, valid and binding obligations enforceable against Borrower in accordance with the respective terms thereof. Borrower further acknowledges and agrees that it does not have any defense (whether legal or equitable), set-off or counterclaim to the payment or performance of the obligations in accordance with the terms of the Loan Documents. Borrower hereby ratifies and reaffirms all of the liens and security interests heretofore granted pursuant to the Loan Documents as collateral security for the indebtedness incurred pursuant to the Loan Documents, and acknowledge that all of such liens and security interests, and all collateral heretofore pledged as security for such indebtedness, continues to be and remains collateral for such indebtedness. 2. Deferment of Payments. Borrower hereby represents that it is experiencing financial hardship due to COVID-19. As a result of Borrower’s financial hardship due to COVID- 19, and as a discretionary accommodation to Borrower, Lender has agreed subject to the limitations herein to defer monthly principal payments due to Lender (the “Deferred Payments”) under the Loan Documents for the period commencing on November 1, 2020 and ending on April 1, 2021 (the “Deferment Period”) or earlier (the “Deferment End Date”) if: (a) Borrower is in COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 breach of any obligation under any Loan Document; (b) Borrower is in breach of this Agreement; or (c) Borrower’s financials do not demonstrate the need for the continued deferment or the ability of the Borrower to resume payments and satisfy all covenants and conditions as required under the Loan Documents. During the Deferment Period, Borrower shall continue to make monthly interest payments. The Deferred Payments shall be paid to Lender on the Maturity Date. Borrower agrees and acknowledges that after the expiration of the Deferment Period or on the Deferment End Date, Borrower is obligated to resume paying all of the monthly payments due to Lender pursuant to the terms and conditions of the Loan Documents. In the event Borrower has obtained or obtains any funds under the SBA Paycheck Protection Program, Economic Injury Disaster Loan or other lending programs under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), Borrower agrees and acknowledges that it shall utilize the proceeds of such loan for the payment of approved expenses in accordance with the requirements of the CARES Act. 3. Real Estate Tax Escrow. For the avoidance of doubt, Borrower shall continue to pay its real estate tax payment obligations directly to the municipality pursuant to the terms of the Loan Documents during the Deferment Period and thereafter. 4. Financial Reporting. Borrower shall provide Lender with the following financial statements and reports every thirty (30) days following the start of the Deferment Period or within ten (10) days following Lender's request at any time during the Deferment Period: (i) updated rent roll; (ii) cash flow statement; (iii) profit and loss statement; (iv) balance sheet; (v) personal financial statement(s); (vi) liquidity statements; and (vii) most recently filed tax returns of borrower and/or guarantor(s). Borrower's failure to timely provide any of the requested financials during the Deferment Period shall constitute a material breach under this Agreement. 5. Limited Agreement. Lender agrees to forbear from exercising its rights and remedies against Borrower with respect to the Deferred Payments until the end of the Deferment Period or the Deferment End Date, whichever is earlier. Lender’s agreements to forbear from exercising its rights and remedies shall be limited precisely as written and shall not be deemed to be: (a) an amendment or waiver of any other default or Event of Default (as defined in the Loan Documents or this Agreement) or any other term or condition of the Note or other Loan Documents; (b) prejudicial to any rights or remedies which Lender may now have or may have in the future under or in connection with the Note, other Loan Documents or otherwise; or (b) a consent to any future agreement regarding deferment of payments due under the Loan Documents. Borrower agrees and acknowledges that this Agreement does not constitute an agreement to forgive any debt, but rather an agreement to defer certain loan payments. Nothing contained in this Agreement shall be construed to be a waiver by the Lender of any rights or remedies that Lender is entitled to under the Loan Documents. 6. Terms of Forbearance. The Borrower acknowledges that its representation of financial hardship due to COVID-19 is a specific and material inducement to Lender agreeing to the deferment of payments under this Agreement. Accordingly, the Borrower agrees that it is not capable of, and is expressly prohibited from, making any distributions to investors, whether by way of dividends or otherwise, during the Deferment Period. In addition, notwithstanding anything to the contrary set forth herein, the Borrower acknowledges and agrees -2- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 that, to the extent that the Lender makes additional credit extensions or otherwise extend any financial accommodations to the Borrower on or after the Effective Date, any such credit extensions or financial accommodations (i) shall be made at Lender’s sole discretion, (ii) shall not establish a course of dealing, and (iii) shall be without prejudice to Lender’s right to cease making credit extensions or otherwise cease extending credit or other financial accommodations at any time other than those expressly provided for in this Agreement. Borrower’s failure to comply with the terms of this Agreement shall constitute an Event of Default under the Loan Documents. 7. Representations and Warranties. The Borrower represents and warrants that as of the Effective Date: (a) the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and thereunder, are all within the Borrower’s corporate powers, have been duly authorized and are not in contravention of law or the terms of the Borrower’s constitutive or governing documents, or any indenture, agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its property is bound; (b) except for the Deferred Payments which is addressed in this Agreement, no event or circumstance has occurred and is continuing that would constitute a default or Event of Default under the Loan Documents; (c) the representations and warranties contained in the Loan Documents were true and correct as of the date made and, except to the extent that such representations and warranties relate expressly to an earlier date, remain true as of the date hereof; (d) the Borrower has read and fully understands each of the terms and conditions of this Agreement and is entering into this Agreement freely and voluntarily, without duress, after having had an opportunity for consultation with independent counsel of its own selection and not in reliance upon any representations, warranties or agreements made by Lender and not set forth in this Agreement. 8. Notice. All notices, requests and demands to or upon the respective parties hereto shall be in writing and made to Lender or the Borrower in accordance with the notice requirements set forth in the Loan Documents. 9. Full Force and Effect; Entire Agreement. Except to the extent expressly provided in this Agreement, the terms and conditions of the Note and each other Loan Document shall remain in full force and effect. This Agreement, the Note, and the other Loan Documents constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. 10. Release. In consideration for the accommodations provided by Lender pursuant to this Agreement, Borrower and each of its directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and -3- COVID-19 Related Loan Deferment Form For Bororwer(s): (1) previously granted a 6 month deferment; or (2) seeking an extended deferment period of over 6 months Revised 11/2020 FILED: KINGS COUNTY CLERK 03/05/2024 04:51 PM INDEX NO. 506522/2024 DocuSign Envelope ID: 763FEBA4-F8A8-4CEB-B27B-0AE6A7837AB8 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/05/2024 successors in interest (collectively, the “Borrower Releasors”) hereby release and forever discharge the Lender and each of its parents, subsidiaries and affiliates, past or present, and each of them, as well as each of its directors, officers, agents, servants, employees, shareholders,