Preview
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
EXHIBIT B
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
IllbililllilgAIRERIRR
MAAAAR
SUFFOLK COUNTY CLERK
RECORDS OFFICE
RECORDING PAGE
Type of Instrument: MORTGAGE Recorded: 5/26/2021
Number of Pages: 47 At: 8:39 : 39 PM
Receipt Number: 21-0100928 *ELECTRONICALLY RECORDED*
Mortgage Number: DMO13137
LIBER: M00023279
PAGE: 875
District: Section: Block : Lot :
0500 296.00 03.00 002.003
EXAMINED AND CHARGED AS FOLLONS
Mortgage Amount $525 , 000.00
Received the Following Fees For Above Instrument
Exampt Exampt
Page/Filing $235. 00 No Handling $20 . 00 NO
COE $5. 00 NO NYS SRCHS $15. 00 NO
Notation $0 . 00 NO Cert. Copies $0 . 00 NO
RPT $200. 00 N0 Affidavit $0 . 00 NO
Mort .Basic $2,625. 00 NO Mort.Addl $1, 575. 00 NO
Mort.SplAddl $1, 312 .50 NO Mort . SplAsst $0 . 00 NO
RPT -MTGFBE $200 . 00 NO
Fees Paid $6,187 . 50
Mortgage Number: DM013137
THIS PAGE IS A PART OF THE INSTRUMENT
THIS IS NOT A BILL
Judith A. Pascale
County Clerk , Suf folk Courity
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
RECORDED
Number of pages 47
.. 5/26/2021 8:39:39 PM
JUDITH A. PASCALE
CLERK OF
This document will be public SUFFOLK COUNTY
record. Please remove all L M00023279
Social Security Numbers P 875
prior to recording. DM013137
Deed/ Mortgage Instrurnent Deed / Mortgage Tax Stamp Stamps
Recording /Filing
3 FEES
235.00 Mortgage Ami, S25 000.0-0__
1. BasicTax . .
Handling 20. 00
TP-584 ___... - Sub1bts) __...
0.00 SPec/Assit.
Notation
EA·$217 (County) --._ _ SubTotal __,_.255..00 Spec. /Add,
EA-5217 (State) TOT. MTG TAÇ 5, 512.50
200.00 Duallbwa-Dual County_.
R.P.T.S.A.
He3d for Appointment
Comm.of Ed. __5. TransferTax
AHidavit ....---
0.00
-...
Mansion Tax ._
CertiSed Copy .._.......-- - The pmperty covered by this mortgageis
or will be improved by a one or two
NYS Surcharge 15. _90-
SubTatal
or NO.-
675.00 IfNO,see appropriate tax clauseon
RPT-HTGFEE 200.0_O page of thisinstrument.
4 Dist. Section Block Lot 5 Preservation Pund
Community
44soon 0500-296.00-03.00-002.003
RealPaperty Consideration Amount $
Tax Service P S
Agency CPF Tax Due $ .
Verification
Itnpmved,__.,,_.,
_
Satisfac1ions/Discharges/ReleasesList Property Owners Mailing Address
RECORD & R1rrURNTO: VacantLand
warMaon Avenue Abstract TD
1111 Boute 110. Suite 202
Farmingdale NY 11735 TD
TD
Mail to: Judith A. Pascale. Suffolk County Clerk 7 Title Comnany Interination
310 Center Drive, Riverhead, NY 11901
www.suffolkcountyny.gov/clerk
Th
a Suffolk
County Recording & Endorsement Page
This page forms pact of the attached made by:
(SPECIFY TYPB OFINSTRUMENT)
. . . The premises herein is situated in
SUFFOIX COUNTY.NEW YORK.
TO In the TOWNof
In the VR.LAGB
. ... . .. . Or HAhH..BT of
BOXES 6THRU BMUSTBE TYPED ORPRINTIiD IN BIACK INK ONLYPRIOR TO RECORDING ORFIIJNG.
==S**
(over)
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
BUILDING LOAN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS
AND SECURITY AGREEMENT
REN INC
(Mortgagor)
to
THE GROSS FAMILY HOLDINGS, LLC AND THE WHEATLEY HARBOR,
LLC
(Mortgages)
Dated: April 28, 2021
Property Address: 99 Carlet,on Avenue, Islip Terrace, NY 11752
Section: 296
Block: 3
Lot: 2
County: Suffolk
State: New York
DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:
The Gross Family Holdings, LLC and The Wheatley Harbor, LLC
45 Harbor Acres Road
Sands Point, NY 11050
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
| | THIS SECURITYINsTRUMENTCOVERsREAL PROPERTYIMPRoVEO.OR TO Hit 3MPROVIED.
a Y ONiEORTWO
FAMILY DwELLING ONLYz
[ I THis sECURITY INsTRUMENTCOVERSRitAL PROPERTYPINCIPALLY IMPROVED.0R TO BE tMPROVEo, BY
ONEORMORE sTRUCTUREsCONTAINING,IN THE AGGaEGATE,Ntrr MORETHAN StX REs1DitNTIAL
DWELLING
UNITSWJTHEACH DWELLINGUMIT HAVlMG ITs OWM sEPARATECOORINGFACILITIES.
THis sECURrTY lNsTRUMErrrDOEs NOTCOVERREAL PROPERTY)MPROFEDAS DESCRIBEDABOVE.
THIS BUILDING LOAN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND
SECURITY AGREEMENT ("Mortgage"), made April 28, 202l, between REN INC, a New York
corporation with an address of 99 Carleton Avenue, Islip Terrace,NY 11752 (the "Mortgager"),
and THE GROSS FAMILY HOLDINGS, LLC AND THE WHEATLEY HARBOR, LLC, New
York limited
liability companies with its principal place of business at 45 Harbor Acres Road, Sands
Point, NY I1050 and 7 Ingram Court, Smithtown, NY 11787 ("Mortgagee").
WITNESSETH:
WHEREAS, Mortgagor is the holder of the fee simple interest in the real
property described
in Schedule A attached hereto (hereinafter, collectively, the "Premises") and the buildings, structures,
fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter located thereon (the "Improvements");
WHEREAS, Mortgagor has delivered
this Mortgage on this date to secure (1) the payment of
an indebtedness in the principal sum of up to Five Hundred Twenty-Five Thousand and 00/100
dolls:s (S525,000.00), lawful money of the United States of America, to be paid with interest
to a certain Building-
according Loan Secured Promissory Note dated the date hereof made by
Mortgagor to Mortgagee (the secured promissory note together with all extensions, renewals or
modifications thereof being hen:inaAer collectively called the "Note") and all other sums due
hereunder, under the other Loan Documents (hereinafter dermed) and under the Note (said
indebtedness and interest due imder the Note and all other sums due hereunder, under the Note and
under the other Loan Documents being hereinafter referred to as the "Debt") and (2)
collectively
performance of Mortgagor's obligations under the Loan Documents (as bereinafter defined).
TOGETHER WITH:
all right, title, interest and estate of Mortgagor now owned, or hereaner
acquired, in and to the
following property, rights, interests and estates (the the
Premises,
Improvements, and the property, rights, interests and estates hereinaAer described ate collectively
referred to herein as the "Mortgaged Property"):
(a) all easements,rights-of-way, strips and gores of land, streets, ways, alleys,
passages, sewer rights, water, water courses, water rights and powers. air rights and development
rights, all rights to oil, gas, minerals, coal and other substances of any kind or character, and all estates,
rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature
whatsoever, in any way belonging, relating or pertaining to the Premises and the improvements and
the reversion and reversions, remainder and remainders, and all land lying in the bed of any street,
road, highway, alley or avenue, opened, vacated or proposed, in fNnt of or adjoining the Premises, to
the center line thereof and all the estates, rights, titles, interests, dower and rights of
dower, curtney and
rights of curtsey, property, possession. claim and demand whatsoever. both at law and in equity, of
Mortgagor of. in and to the Premises and the Improvemems and every pmt and parcel thereof. with the
appurtenances thereto;
2
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
(b) all machinery, furniture, thrnishings, equipment, computer soAware and
hardware, fixtures (including, without limitation, all heating, air conditioning, plumbing, lighting,
communications and elevator fixtures) and other
property of every kind and nature, whether tangible
or intangible, whatsoever owned by Mostgagor, or in which Mortgagor has or shall have an interest,
now or hereaAer located upon the Premises and the Improvements, or appurtenant thereto, and usable
in connection with the present or future operation and occupancy ofthe Premises and the Improvements
and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or
in which Mortgagor has or shall have an interest, now or hereaAer located upon the Premises and the
improvements, or appurtenant thereto, or usable in connection with the present or future operation,
enjoyment and occupancy of the Premises and the Improvements (hereinaAer referred to
collectively
as the "Equipment"), any leases of any of the foregoing,
including any deposits existing at any time
in connection with any of the foregoing, and the proceeds of any sale or transfer of the foregoing, and
the right, title and interest of Mortgagor in and to any of the Equipment that may be subject to any
interests"
"security as defined in the Uniform Commercial Code, as adopted and enacted by the State
or States where any ofthe Mortgaged Property is located (the "Undform Commercial Code"), superior
in lien to the lien of this Mortgage;
(c) all awards or payments, including interest thereon, that may heretofore and
hereafter be made with respect to the Premises and the Improvements, whether from the exercise of
the right of eminent domain or condemnation without
(including, limitation, any transfer made in lieu
of or in anticipation of the exercise of said rights), or for a change of grade, or for
any other injury to
or decmase in the value of the Premises and Improvements;
(d) all leases and other agreements or arrangements heretofore or herea Aer
entered into affecting the use, enjoymetit or occupancy of, or the conduct of any activity upon or in,
the Premises and the improvements, including any extensions, renewals, modifications or amendments
thereof (hereinaner collectively referred to as the "Lesses") and all rents, rent equivalents, moneys
payable as damages or in lieu of rent or rent equivalents, royalties (including, without all
limitation,
oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues,
deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues,
profits, charges for services rendered, and other payment and consideration of whatever form or nature
received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from
any and all sources arising from or attributable to the Premises and the Improvements (hereinaAer
collectively referred to as the "Rents"), together with all proceeds from the sale or other disposition of
the Leases and the right to receive and apply the Rents to the payment of the Debt;
(c) all proceeds of and any unearned premiums on any insurance policies
covering the Mortgaged Property, including, without limitation, the right to receive and apply the
proceeds ofany insurance,judgments, or settlements made in lieu thereof, for damage to the Mortgaged
Property;
(f) all accounts, escrows, documents, instrumems, chattel paper, claims,
deposits and general intangibles, as the foregoing terms are defined in the Uniform Commercial Code,
and all franchises, trade names, trademarks, symbols, service marks, books, records, plans,
specifications, designs, drawings, permits, consents, licenses, management agreemems, comract rights
(including, without limitation, any contract with any architect or engineer or with any other provider
of goods or services for or in connection with any construction, repair, or other work upon the
Mortgaged Property), approvels, actions, refunds of real estate taxes and assessments (and any other
governmental impositions related to the Mortgaged Property), and causes of action that now or
3
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
hereafter relate to, are derived from or are used in connection with the Mortgaged Property, or the use,
operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities
thereon (hereinaAer collectively referred to as the "Intangibles");
(g) .alt agreements and/or contracts now or hereaAer entered into by the
Mortgagor relating to the sale, leasing,
brokerage, development, (including construction architectural
and engineering contracts), equipping, management, maintenance, marketiñg, and/or operation of the
Premises or the Improvements, including all moneys due and to become due thereunder,
(h) the plans and specifications and working drawings relating to the
construction ofany Improvements at the Premises;
(i) all options and agreements with respect to any additional real property for
the use or development in connection with operation of the Premises and/or construction of any .
Improvements;
(j) all consents, cettificates, authorizations, variances, waivers, licenses,
permits and approvals from any governmental authority relating to the Premises and/or the
construction ofany Impmvements;
(k) all rights, interest and benefits of Mortgagor to 421-a certificates; and
(1) all proceeds, products, offspring, rents and profits from any of the
foregoing, including, without lhnitation, those from sale, exchange, transfer, collection, loss, damage,
disposition, substitution or replacement of any of the foregoing.
TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and
to the use and benefit of Mongagee and its successors and assigns, forever,
PROVIDED, HOWEVER, these presents are upon the express condition that, if Mortgagor
shall welland truly pay to Mortgagee the Debt at the time and in the manner provided inthe Note and
this Mortgage and shall well and truly abide by and comply w ith each and every covenant and condition
set forth herein, in the Note and in the other Loan Documents in a timely manner, these presents and
the estate hereby granted shall cease, terminate and be void:
AND Mortgagor represents and warrants to and covenants and agrees whh Mortgagee as
follows-
GENERAL PROVISIONS
1. Payment of Debt and Incornoration of Covenants. Conditions and
Arreements. Mortgagor shall pay alt monthly installments of interest and principal as provided for
in the Note and shall repay the Debt on or before the Maturity Date, as such term is defined in the
Note (the "Matarity Date") at the time and in the manner provided in the Note and in this Mortgage.
All the covenants, conditions and agreements contained in (a) the Note and (b) all and any of tim
documents including, without limitation, the Note, this Mongage and that certain
4
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
Building Loan Agreement, dated the date hereof, among Mortgagor and Mortgagee (the "Bailding
Loan Agreement"), now or hereafter
executed by Mortgagor and/or others and by or in favor of
Mortgagee, which evidences, secures or guarantees all or any portion of the payments due under the
Note or otherwise is executed and/or delivered in connection with the Note and this Mortgage (the
"Loan Documents") are hereby made a pan of this Mortgage to the same extent and with the same
force as if fully set forth herein. The Note is evidence of that certain loan made to the Mortgagor
by
the Mortgagee (the "Loan").
2. Warranty of Title. Mortgagor warrants that Morigagor has good,
marketable and insurable title to the Mortgaged Property and has the full power, authority and right to
execute, deliver and perform its obligations under this Mortgage and to encumber, mortgage, give,
grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and
that Mortgagor possesses an unencumbered fee estate in the Premises and the Improvements and that
it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever
except for those exceptions shown in the title insurance policy insuring the lien of this Mortgage and
that this Montgage is and will remain a valid and enforceable first (18) lien on and security interest in
the Mortgaged Property, subject only to the lien of the Land Loan (as defined in the Loan
Building
Agreement) and said exceptions. Mortgagor shall forever warrant, defend and preserve such title and
the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to
Mortgagee against the claims of all persons whomsoever.
3. Insurance.
(a) Mortgagor, at its sole cost and expense, for the mutual benefit of Mortgagor
and Mortgagee, shall obtain and maintain during the entire term ofthis Mortgage (the policies
"Term")
of insurance against loss or damage by fire, lightning, wind and such other perils as are included in a
risk"
standard "all or "special causes of loss" form, and against loss or damage
by all other risks and
hazards covered by a standard extended coverage insurance policy including, without limitation, riot
and civil commotion, vandalism, malicious mischief, burglary and theft Such insurance shall be in an
amount equal to the greatest of (i) the then full replacement cost of the Im provements and Equipment,
without deduction for physicai
depreciation, (ii) the outstanding principal ba lance of the Loan, and (iii)
such amount that the insurer
would not deem Mortgagor a coinsurer under said policies. The policies
of insurance carried in accordance with this paragraph shall be paid annually in advance and shall
contain a "Replacement Endorsement"
Cost with a waiver of depreciation and an "Agreed Amount
Endorsement". The policies shall have a deductible no greater than $10,000 unless agreed to by
Mortgagee in writing.
(b) Mortgagor, at its sole cost and expense, for the mutual benefit of Mortgagor
and Mortgagee, shall also obtain and maintain during the Term the following policies of insurance:
(i) Flood insurance if any part of the Mortgaged Property is located in
an area identified by the Federal Emergency Managemem Agency as an area having special flood
hazards and in which flood insurance has been made available under the National Flood Insurance
Program in an amount at least equal to the outstanding principal amount of the Loan or the maximum
limit of coverage available with respect to the Improvements and Equipment under said Pmgram,
whichever is less.
(ii) Commercial General Liability insurance, including coverage for
5
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
contractual liability, property damage, bodily injury (including death resulting therefrom), personal
injury, advertising injury and a liquor liability endorsement if liquor is sold on the Mortgaged Property,
containing minimum limits per occwrence of $1,000,000,00 and $2,000,000.00 in the aggregate for
any policy year. The policy shall also name the Mortgagee as an additional insured and include
coverage for; the discharge or release of pollutants from a hostile fire; cross suits arising from claims
or suits brought by additional insureds; a retention not to exceed $15,000 per occurrence and; extended
completed operations coverage for a period of 6 years following the completion of construction with
limits per occurrence of $1,000,000.00 and $2,000,000 in the aggregate for the 6 year period. The
policy shall not include any reduction in coverage for failure to maintain certificates of insurance or
indemnity agreements from subcontractors or independent contractors.
(iii) Automobile liability coverage covering all owned, hired and non-
owned vehicles with a limit of $1,000,000.00 per occurrence.
(iv) Umbrella liability coverage providing coverage over the
commercial general
liability, automobile liability and employers liability insurance policies containing
minimum limits per occunence of $5,000,000.00 and $5,000,000.00 in the aggregate for any policy
year. The policy shall include extended completed operations coverage for a period of 6 years
following the completion of construction with limits per occurrence of 35,000,000.00 and
$5,000,000.00 in the aggregate for the six-year period.
(v) Rental loss and/or business interruption insurance for a period of
twelve (12) months in an amount equal to the greater of (A) estimated gmss revenues from the
operations of the Mortgaged Property over twelve (12) months or (B)the projected operating expenses
(including stabilized management fees, applicable reserve deposits, and debt service) for the
maintenance and operation of.the Mortgaged Property over twelve (12) months. The amount of such
insurance shall be increased in Mortgagee's.reasonable discretion from time to time during the Term
as and when new Leases and renewal Leases are entered into and the Rents increase or the annual
estimate of (or the actuan gross revenue, as may be applicable, increases.
(vi) Insurance against loss or damage from (A) leakage of sprinkler
systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping,
machineiy and equipment, pmssure vessels or similar apparatus now or hereafter installed in the
Improvements (without for explosions),
exclusion in an amount at least equal to the outstanding
principal amount of the Note or $2,000,000.00 whichever is less.
(vii) Worker's compensation and employer's liability insurance with
aspect to any employees or uninsured subcontractors and sub-subcontracton of Mortgagor, and as
required by any govemmental authority or legal requirement.
"Builder's
(viii)Risk. Completed Value, Non-Reporting Form", or other
"all-risk"
form approved by the
Mortgagee, with extended coverage (including vandalism and
occupancy"
malicious mischief) and coverage for "completion and/or prem ises for the full insurable
value of all work incorporated in the Improvements and all materials and equipment on or about the
Mortgaged Property intended for permanent use in the improvements or incident to the construction
thereof in form and substance acceptable to Morigagee.
(ix) Law and ordinance coverage in an amount satisfactory to Mortgagee
6
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024
if the Mortgaged Property, or any part thereof, shall constitute a nonconfonning use under applicable
zoning ordinances, sub-division and building codes or other laws, ordinances, orders and requirements.
(x) Such other insurance as may from time to time be reasonably
required by Mortgagee in order to protect its interests.
(c) All policies of insurance (the "Polteles") required pursuant to this paragraph:
(i) shall be issued by companies approved by Mortgagee and licensed to do business in the state where
the Mortgaged "BBB"
Property is located, with a claims paying ability rating of or better by Standard
& Poor's Ratings Services, a division of McGraw-Hill of"ANII"
Companies, inc. and a rating or better
in the current Bests Insurance Reports; (ii) shall name Mortgagee and its successors and/or assigns as
their interest
may appear as the mortgagee; (iii) shall contain a Non-Contributory Standard Mortgagee
Clause and a Londer's Loss Payable Endorsement, or their equivalents, naming Mortgagee as the
person to which all payments made by such insurance company shall be paid; (iv) shall contain a
waiver of subrogation against Mortgagee; (v) shall be maintained throughout the Term without cost to
Mortgagee; (vi) shall be assigned and the originals or certified copies delivered to Mortgagee
(including certified copies of the Policies in effect on the date hereof within
thirty (30) days after the
closing of the Loan); (vii) shall contain such provisions as Mortgagee deems reasonably necessary or
desirable to protect its interest including, without limitation, endorsements that neither
providing
Mortgagor, Mortgagee nor any other party shall be a co-insurer under said Policies and that Mortgagee
shall sceive at least thirty (30) days prior written notice of any modification, reduction or cancellation;
and (viii)shall be satisfactory in form and substance to Mortgagee and shall be approved by Mortgagee
in its reasonable discretion as to amounts, form, risk coverage, deductibles, loss payees and insureds.
Mortgagor shall pay the premiums for such Policies (the "Insuramee as the same become
Premiums")
due and payable and sha)I furnish to Mortgagee evidence of the renewal of each of the Policies with
receipts for the payment of the
Preview
FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 EXHIBIT B FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 IllbililllilgAIRERIRR MAAAAR SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: MORTGAGE Recorded: 5/26/2021 Number of Pages: 47 At: 8:39 : 39 PM Receipt Number: 21-0100928 *ELECTRONICALLY RECORDED* Mortgage Number: DMO13137 LIBER: M00023279 PAGE: 875 District: Section: Block : Lot : 0500 296.00 03.00 002.003 EXAMINED AND CHARGED AS FOLLONS Mortgage Amount $525 , 000.00 Received the Following Fees For Above Instrument Exampt Exampt Page/Filing $235. 00 No Handling $20 . 00 NO COE $5. 00 NO NYS SRCHS $15. 00 NO Notation $0 . 00 NO Cert. Copies $0 . 00 NO RPT $200. 00 N0 Affidavit $0 . 00 NO Mort .Basic $2,625. 00 NO Mort.Addl $1, 575. 00 NO Mort.SplAddl $1, 312 .50 NO Mort . SplAsst $0 . 00 NO RPT -MTGFBE $200 . 00 NO Fees Paid $6,187 . 50 Mortgage Number: DM013137 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL Judith A. Pascale County Clerk , Suf folk Courity FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 RECORDED Number of pages 47 .. 5/26/2021 8:39:39 PM JUDITH A. PASCALE CLERK OF This document will be public SUFFOLK COUNTY record. Please remove all L M00023279 Social Security Numbers P 875 prior to recording. DM013137 Deed/ Mortgage Instrurnent Deed / Mortgage Tax Stamp Stamps Recording /Filing 3 FEES 235.00 Mortgage Ami, S25 000.0-0__ 1. BasicTax . . Handling 20. 00 TP-584 ___... - Sub1bts) __... 0.00 SPec/Assit. Notation EA·$217 (County) --._ _ SubTotal __,_.255..00 Spec. /Add, EA-5217 (State) TOT. MTG TAÇ 5, 512.50 200.00 Duallbwa-Dual County_. R.P.T.S.A. He3d for Appointment Comm.of Ed. __5. TransferTax AHidavit ....--- 0.00 -... Mansion Tax ._ CertiSed Copy .._.......-- - The pmperty covered by this mortgageis or will be improved by a one or two NYS Surcharge 15. _90- SubTatal or NO.- 675.00 IfNO,see appropriate tax clauseon RPT-HTGFEE 200.0_O page of thisinstrument. 4 Dist. Section Block Lot 5 Preservation Pund Community 44soon 0500-296.00-03.00-002.003 RealPaperty Consideration Amount $ Tax Service P S Agency CPF Tax Due $ . Verification Itnpmved,__.,,_., _ Satisfac1ions/Discharges/ReleasesList Property Owners Mailing Address RECORD & R1rrURNTO: VacantLand warMaon Avenue Abstract TD 1111 Boute 110. Suite 202 Farmingdale NY 11735 TD TD Mail to: Judith A. Pascale. Suffolk County Clerk 7 Title Comnany Interination 310 Center Drive, Riverhead, NY 11901 www.suffolkcountyny.gov/clerk Th a Suffolk County Recording & Endorsement Page This page forms pact of the attached made by: (SPECIFY TYPB OFINSTRUMENT) . . . The premises herein is situated in SUFFOIX COUNTY.NEW YORK. TO In the TOWNof In the VR.LAGB . ... . .. . Or HAhH..BT of BOXES 6THRU BMUSTBE TYPED ORPRINTIiD IN BIACK INK ONLYPRIOR TO RECORDING ORFIIJNG. ==S** (over) FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 BUILDING LOAN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT REN INC (Mortgagor) to THE GROSS FAMILY HOLDINGS, LLC AND THE WHEATLEY HARBOR, LLC (Mortgages) Dated: April 28, 2021 Property Address: 99 Carlet,on Avenue, Islip Terrace, NY 11752 Section: 296 Block: 3 Lot: 2 County: Suffolk State: New York DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: The Gross Family Holdings, LLC and The Wheatley Harbor, LLC 45 Harbor Acres Road Sands Point, NY 11050 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 | | THIS SECURITYINsTRUMENTCOVERsREAL PROPERTYIMPRoVEO.OR TO Hit 3MPROVIED. a Y ONiEORTWO FAMILY DwELLING ONLYz [ I THis sECURITY INsTRUMENTCOVERSRitAL PROPERTYPINCIPALLY IMPROVED.0R TO BE tMPROVEo, BY ONEORMORE sTRUCTUREsCONTAINING,IN THE AGGaEGATE,Ntrr MORETHAN StX REs1DitNTIAL DWELLING UNITSWJTHEACH DWELLINGUMIT HAVlMG ITs OWM sEPARATECOORINGFACILITIES. THis sECURrTY lNsTRUMErrrDOEs NOTCOVERREAL PROPERTY)MPROFEDAS DESCRIBEDABOVE. THIS BUILDING LOAN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT ("Mortgage"), made April 28, 202l, between REN INC, a New York corporation with an address of 99 Carleton Avenue, Islip Terrace,NY 11752 (the "Mortgager"), and THE GROSS FAMILY HOLDINGS, LLC AND THE WHEATLEY HARBOR, LLC, New York limited liability companies with its principal place of business at 45 Harbor Acres Road, Sands Point, NY I1050 and 7 Ingram Court, Smithtown, NY 11787 ("Mortgagee"). WITNESSETH: WHEREAS, Mortgagor is the holder of the fee simple interest in the real property described in Schedule A attached hereto (hereinafter, collectively, the "Premises") and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon (the "Improvements"); WHEREAS, Mortgagor has delivered this Mortgage on this date to secure (1) the payment of an indebtedness in the principal sum of up to Five Hundred Twenty-Five Thousand and 00/100 dolls:s (S525,000.00), lawful money of the United States of America, to be paid with interest to a certain Building- according Loan Secured Promissory Note dated the date hereof made by Mortgagor to Mortgagee (the secured promissory note together with all extensions, renewals or modifications thereof being hen:inaAer collectively called the "Note") and all other sums due hereunder, under the other Loan Documents (hereinafter dermed) and under the Note (said indebtedness and interest due imder the Note and all other sums due hereunder, under the Note and under the other Loan Documents being hereinafter referred to as the "Debt") and (2) collectively performance of Mortgagor's obligations under the Loan Documents (as bereinafter defined). TOGETHER WITH: all right, title, interest and estate of Mortgagor now owned, or hereaner acquired, in and to the following property, rights, interests and estates (the the Premises, Improvements, and the property, rights, interests and estates hereinaAer described ate collectively referred to herein as the "Mortgaged Property"): (a) all easements,rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers. air rights and development rights, all rights to oil, gas, minerals, coal and other substances of any kind or character, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in fNnt of or adjoining the Premises, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtney and rights of curtsey, property, possession. claim and demand whatsoever. both at law and in equity, of Mortgagor of. in and to the Premises and the Improvemems and every pmt and parcel thereof. with the appurtenances thereto; 2 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 (b) all machinery, furniture, thrnishings, equipment, computer soAware and hardware, fixtures (including, without limitation, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature, whether tangible or intangible, whatsoever owned by Mostgagor, or in which Mortgagor has or shall have an interest, now or hereaAer located upon the Premises and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy ofthe Premises and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereaAer located upon the Premises and the improvements, or appurtenant thereto, or usable in connection with the present or future operation, enjoyment and occupancy of the Premises and the Improvements (hereinaAer referred to collectively as the "Equipment"), any leases of any of the foregoing, including any deposits existing at any time in connection with any of the foregoing, and the proceeds of any sale or transfer of the foregoing, and the right, title and interest of Mortgagor in and to any of the Equipment that may be subject to any interests" "security as defined in the Uniform Commercial Code, as adopted and enacted by the State or States where any ofthe Mortgaged Property is located (the "Undform Commercial Code"), superior in lien to the lien of this Mortgage; (c) all awards or payments, including interest thereon, that may heretofore and hereafter be made with respect to the Premises and the Improvements, whether from the exercise of the right of eminent domain or condemnation without (including, limitation, any transfer made in lieu of or in anticipation of the exercise of said rights), or for a change of grade, or for any other injury to or decmase in the value of the Premises and Improvements; (d) all leases and other agreements or arrangements heretofore or herea Aer entered into affecting the use, enjoymetit or occupancy of, or the conduct of any activity upon or in, the Premises and the improvements, including any extensions, renewals, modifications or amendments thereof (hereinaner collectively referred to as the "Lesses") and all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without all limitation, oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payment and consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from any and all sources arising from or attributable to the Premises and the Improvements (hereinaAer collectively referred to as the "Rents"), together with all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (c) all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right to receive and apply the proceeds ofany insurance,judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property; (f) all accounts, escrows, documents, instrumems, chattel paper, claims, deposits and general intangibles, as the foregoing terms are defined in the Uniform Commercial Code, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, permits, consents, licenses, management agreemems, comract rights (including, without limitation, any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair, or other work upon the Mortgaged Property), approvels, actions, refunds of real estate taxes and assessments (and any other governmental impositions related to the Mortgaged Property), and causes of action that now or 3 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 hereafter relate to, are derived from or are used in connection with the Mortgaged Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinaAer collectively referred to as the "Intangibles"); (g) .alt agreements and/or contracts now or hereaAer entered into by the Mortgagor relating to the sale, leasing, brokerage, development, (including construction architectural and engineering contracts), equipping, management, maintenance, marketiñg, and/or operation of the Premises or the Improvements, including all moneys due and to become due thereunder, (h) the plans and specifications and working drawings relating to the construction ofany Improvements at the Premises; (i) all options and agreements with respect to any additional real property for the use or development in connection with operation of the Premises and/or construction of any . Improvements; (j) all consents, cettificates, authorizations, variances, waivers, licenses, permits and approvals from any governmental authority relating to the Premises and/or the construction ofany Impmvements; (k) all rights, interest and benefits of Mortgagor to 421-a certificates; and (1) all proceeds, products, offspring, rents and profits from any of the foregoing, including, without lhnitation, those from sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing. TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and to the use and benefit of Mongagee and its successors and assigns, forever, PROVIDED, HOWEVER, these presents are upon the express condition that, if Mortgagor shall welland truly pay to Mortgagee the Debt at the time and in the manner provided inthe Note and this Mortgage and shall well and truly abide by and comply w ith each and every covenant and condition set forth herein, in the Note and in the other Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void: AND Mortgagor represents and warrants to and covenants and agrees whh Mortgagee as follows- GENERAL PROVISIONS 1. Payment of Debt and Incornoration of Covenants. Conditions and Arreements. Mortgagor shall pay alt monthly installments of interest and principal as provided for in the Note and shall repay the Debt on or before the Maturity Date, as such term is defined in the Note (the "Matarity Date") at the time and in the manner provided in the Note and in this Mortgage. All the covenants, conditions and agreements contained in (a) the Note and (b) all and any of tim documents including, without limitation, the Note, this Mongage and that certain 4 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 Building Loan Agreement, dated the date hereof, among Mortgagor and Mortgagee (the "Bailding Loan Agreement"), now or hereafter executed by Mortgagor and/or others and by or in favor of Mortgagee, which evidences, secures or guarantees all or any portion of the payments due under the Note or otherwise is executed and/or delivered in connection with the Note and this Mortgage (the "Loan Documents") are hereby made a pan of this Mortgage to the same extent and with the same force as if fully set forth herein. The Note is evidence of that certain loan made to the Mortgagor by the Mortgagee (the "Loan"). 2. Warranty of Title. Mortgagor warrants that Morigagor has good, marketable and insurable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses an unencumbered fee estate in the Premises and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the title insurance policy insuring the lien of this Mortgage and that this Montgage is and will remain a valid and enforceable first (18) lien on and security interest in the Mortgaged Property, subject only to the lien of the Land Loan (as defined in the Loan Building Agreement) and said exceptions. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. 3. Insurance. (a) Mortgagor, at its sole cost and expense, for the mutual benefit of Mortgagor and Mortgagee, shall obtain and maintain during the entire term ofthis Mortgage (the policies "Term") of insurance against loss or damage by fire, lightning, wind and such other perils as are included in a risk" standard "all or "special causes of loss" form, and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, vandalism, malicious mischief, burglary and theft Such insurance shall be in an amount equal to the greatest of (i) the then full replacement cost of the Im provements and Equipment, without deduction for physicai depreciation, (ii) the outstanding principal ba lance of the Loan, and (iii) such amount that the insurer would not deem Mortgagor a coinsurer under said policies. The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a "Replacement Endorsement" Cost with a waiver of depreciation and an "Agreed Amount Endorsement". The policies shall have a deductible no greater than $10,000 unless agreed to by Mortgagee in writing. (b) Mortgagor, at its sole cost and expense, for the mutual benefit of Mortgagor and Mortgagee, shall also obtain and maintain during the Term the following policies of insurance: (i) Flood insurance if any part of the Mortgaged Property is located in an area identified by the Federal Emergency Managemem Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Program in an amount at least equal to the outstanding principal amount of the Loan or the maximum limit of coverage available with respect to the Improvements and Equipment under said Pmgram, whichever is less. (ii) Commercial General Liability insurance, including coverage for 5 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 contractual liability, property damage, bodily injury (including death resulting therefrom), personal injury, advertising injury and a liquor liability endorsement if liquor is sold on the Mortgaged Property, containing minimum limits per occwrence of $1,000,000,00 and $2,000,000.00 in the aggregate for any policy year. The policy shall also name the Mortgagee as an additional insured and include coverage for; the discharge or release of pollutants from a hostile fire; cross suits arising from claims or suits brought by additional insureds; a retention not to exceed $15,000 per occurrence and; extended completed operations coverage for a period of 6 years following the completion of construction with limits per occurrence of $1,000,000.00 and $2,000,000 in the aggregate for the 6 year period. The policy shall not include any reduction in coverage for failure to maintain certificates of insurance or indemnity agreements from subcontractors or independent contractors. (iii) Automobile liability coverage covering all owned, hired and non- owned vehicles with a limit of $1,000,000.00 per occurrence. (iv) Umbrella liability coverage providing coverage over the commercial general liability, automobile liability and employers liability insurance policies containing minimum limits per occunence of $5,000,000.00 and $5,000,000.00 in the aggregate for any policy year. The policy shall include extended completed operations coverage for a period of 6 years following the completion of construction with limits per occurrence of 35,000,000.00 and $5,000,000.00 in the aggregate for the six-year period. (v) Rental loss and/or business interruption insurance for a period of twelve (12) months in an amount equal to the greater of (A) estimated gmss revenues from the operations of the Mortgaged Property over twelve (12) months or (B)the projected operating expenses (including stabilized management fees, applicable reserve deposits, and debt service) for the maintenance and operation of.the Mortgaged Property over twelve (12) months. The amount of such insurance shall be increased in Mortgagee's.reasonable discretion from time to time during the Term as and when new Leases and renewal Leases are entered into and the Rents increase or the annual estimate of (or the actuan gross revenue, as may be applicable, increases. (vi) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machineiy and equipment, pmssure vessels or similar apparatus now or hereafter installed in the Improvements (without for explosions), exclusion in an amount at least equal to the outstanding principal amount of the Note or $2,000,000.00 whichever is less. (vii) Worker's compensation and employer's liability insurance with aspect to any employees or uninsured subcontractors and sub-subcontracton of Mortgagor, and as required by any govemmental authority or legal requirement. "Builder's (viii)Risk. Completed Value, Non-Reporting Form", or other "all-risk" form approved by the Mortgagee, with extended coverage (including vandalism and occupancy" malicious mischief) and coverage for "completion and/or prem ises for the full insurable value of all work incorporated in the Improvements and all materials and equipment on or about the Mortgaged Property intended for permanent use in the improvements or incident to the construction thereof in form and substance acceptable to Morigagee. (ix) Law and ordinance coverage in an amount satisfactory to Mortgagee 6 FILED: SUFFOLK COUNTY CLERK 03/06/2024 09:41 AM INDEX NO. 605912/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/06/2024 if the Mortgaged Property, or any part thereof, shall constitute a nonconfonning use under applicable zoning ordinances, sub-division and building codes or other laws, ordinances, orders and requirements. (x) Such other insurance as may from time to time be reasonably required by Mortgagee in order to protect its interests. (c) All policies of insurance (the "Polteles") required pursuant to this paragraph: (i) shall be issued by companies approved by Mortgagee and licensed to do business in the state where the Mortgaged "BBB" Property is located, with a claims paying ability rating of or better by Standard & Poor's Ratings Services, a division of McGraw-Hill of"ANII" Companies, inc. and a rating or better in the current Bests Insurance Reports; (ii) shall name Mortgagee and its successors and/or assigns as their interest may appear as the mortgagee; (iii) shall contain a Non-Contributory Standard Mortgagee Clause and a Londer's Loss Payable Endorsement, or their equivalents, naming Mortgagee as the person to which all payments made by such insurance company shall be paid; (iv) shall contain a waiver of subrogation against Mortgagee; (v) shall be maintained throughout the Term without cost to Mortgagee; (vi) shall be assigned and the originals or certified copies delivered to Mortgagee (including certified copies of the Policies in effect on the date hereof within thirty (30) days after the closing of the Loan); (vii) shall contain such provisions as Mortgagee deems reasonably necessary or desirable to protect its interest including, without limitation, endorsements that neither providing Mortgagor, Mortgagee nor any other party shall be a co-insurer under said Policies and that Mortgagee shall sceive at least thirty (30) days prior written notice of any modification, reduction or cancellation; and (viii)shall be satisfactory in form and substance to Mortgagee and shall be approved by Mortgagee in its reasonable discretion as to amounts, form, risk coverage, deductibles, loss payees and insureds. Mortgagor shall pay the premiums for such Policies (the "Insuramee as the same become Premiums") due and payable and sha)I furnish to Mortgagee evidence of the renewal of each of the Policies with receipts for the payment of the