Preview
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024
Exhibit E
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024
ALLONGE TO CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE
This Allonge to Consolidated, Amended and Restated Promissory Note, dated as of ,
2021, is attached to and made a part of that certain Consolidated, Amended and Restated Promissory Note
with a principal face amount of $18,050,000.00, dated April 22, 2021 (the "Note"), made by JTRE 14
VESEY LLC, a Delaware limited liability company, to the order of CPIF LENDING, LLC, a Washington
limited liability company, for the purpose of annexing to the Note the following endorsement:
Pay to the order of CPIF MRA, LLC, a Delaware limited liability company, its successors and/or
assigns, without recourse, representation or warranty, express or implied, by the undersigned.
CPIF LENDING, LLC,
a Washington limited liability company
By: CPIF Holdings, LLC, its sole member
By: Columbia Pacific Advisors, LLC, its manager
By: (
Name: rr.e.tt- cOyN..
Title: -Ç-cytc,.cer
[NO FURTHER TEXT ON THIS PAGE]
CPEFNesey Assignment — Allonge to Note (Acquisition) (Lending to MRA)
7183199v.2
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024
CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE
(Acquisition Loan)
$18,050,000.00 New York, New York
April 22, 2021
FOR VALUE RECEIVED, JTRE 14 VESEY LLC, a Delaware limited liability company (the
"Borrower"), promises to pay, in lawful money of the United States of America, to the order of
CPIF LENDING, LLC, a Washington limited liability company ("Lender"), at 1910 Fairview
Ave. E., Suite 200, Seattle, Washington 98102, or such other place as Lender may designate in
writing from time to time, the principal sum of EIGHTEEN MILLION FIFTY THOUSAND
AND NO/100 U.S. DOLLARS ($18,050,000.00) (the "Loan Amount"), or so much thereof as
shall have been advanced, with interest on the unpaid principal balance at the rate provided below.
This Note is secured by the Loan Documents described in Section 5 below. Capitalized terms used
herein and not defined herein shall have the meanings ascribed to such terms in the Loan
Agreement (as defined below).
As the Mortgage (as defined herein) more fully describes, this Note: (a) constitutes an amendment,
modification, restatement, and increase of the Existing Note (as defined in the Mortgage); (b)
continues the Existing Indebtedness (as defined in the Mortgage) as evidenced by the Existing
Note; and (c) does not constitute a novation of the Existing Indebtedness. The aggregate principal
indebtedness evidenced by this Note shall in no event exceed $18,050,000.00, as the Mortgage
more fully provides. Borrower acknowledges that Lender holds, and is the person entitled to
enforce, the indebtedness evidenced by Existing Note (as such indebtedness has been amended
and restated hereby), but need not produce, exhibit, or demonstrate possession of the Existing Note
or any assignment(s) (direct or intermediate) of the Existing Note to Lender, in order to enforce
this Note or the Mortgage. Borrower acknowledges that the Existing Note is in full force and effect
and Borrower has no claim, counterclaim, or defense against Borrower's obligations under the
Existing Note.
1. Loan Proceeds and Interest.
1.1 Interest. Interest shall accrue on the unpaid outstanding principal balance
of this Note from the Disbursement Date through the Initial Maturity Date (both as defined in
Sections 2.1 and 2.2 below), at ten and one-half of one percent (10.5%) per annum. During the
Extension Term (as defined herein), interest shall accrue on the principal balance of this Note at
eleven percent (11%) per annum.
1.2 Loan Balance. Lender will deduct all commitment fees, closing expenses,
and other fees, costs and expenses due to Lender under the Loan Documents, pursuant to the
Agreed Closing Statement (as defined below). The remaining proceeds will then be disbursed to
Borrower, subject to any holdbacks and reserves set forth herein or in the Loan Agreement.
1.3 Closing Statement. Lender and Borrower will agree to a final Closing
Statement (the "Agreed Closing Statement"), which will set forth the allocation of funds, payment
of interest, payment of Commitment Fees, and other funds, fees, costs and expenses due to Lender
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CHF/NYC — Note (Acquisition Loan)
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NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024
or required to paid pursuant to the Acquisition Loan Agreement between Lender and Borrower of
even date herewith (the "Loan Agreement").
1.4 Intentionally Omitted.
1.5 Real Estate Tax Reserve. The Loan includes a $100,500.00 holdback for
the real estate taxes on the Property, which shall represent the initial deposit into the real estate tax
reserve (the "Real Estate Tax Reserve"). Borrower will fund the Real Estate Tax Reserve during
the term of the Loan in accordance with the terms of the Mortgage (as defined herein). Lender
will fund the Real Estate Tax Reserve with Loan proceeds on the date hereof (interest shall accrue
on such funds as of the date hereof) and will apply funds from the Real Estate Tax Reserve as real
estate taxes become due or will require pre-payment from the Real Estate Tax Reserve at Closing,
all in Lender's sole discretion. Borrower will promptly provide to Lender notices of property taxes
and other taxes due, regarding the Property, so that Lender may then pay those expenses directly
from the Real Estate Tax Reserve.
1.6 Insurance Reserve. The Loan includes a $35,000.00 holdback for the
insurance premium payments on the Property, which shall represent the initial deposit into the
insurance reserve (the "Insurance Reserve"). Borrower will fund the Insurance Reserve during the
term of the Loan in accordance with the terms of the Mortgage. Lender will fund the Insurance
Reserve with Loan proceeds on the date hereof (interest shall accrue on such funds as of the date
hereof), and will apply funds from the Insurance Reserve as they become due, or may require pre-
payment from the Insurance Reserve at Closing, all in Lender's sole discretion. Borrower will
promptly provide to Lender notices of insurance premiums due, regarding the Property, so that
Lender may then pay those expenses directly from the Insurance Reserve.
1.7 Interest Reserve. The Loan includes a $1,978,375.00 interest reserve (the
"Interest Reserve"), which is subject to increase pursuant to the terms of Section 2.2 herein. The
Interest Reserve shall be used and applied to the Loan as set forth in Section 4.17 of the Loan
Agreement.
2. Payments by Borrower.
2.1 Interest Payments. The Loan will be interest only until the Maturity Date.
Interest shall be due and payable, in advance, without any right of offset or deduction, via wire
transfer, as follows. A payment of all interest to accrue on the outstanding principal amount of
this Note from the Disbursement Date to and including the last day of the month during which the
Disbursement Date occurs shall be due and payable on the Disbursement Date. For purposes of
this Note, the "Disbursement Date" shall be the date on which the initial disbursement of Loan
proceeds occurs. Borrower shall then make monthly payments of interest in advance for each
consecutive month thereafter until the Maturity Date (defined in Section 2.2 below), such monthly
payments shall be due and payable on the tenth (10th) day of each month.
2.2 Maturity Date. The entire indebtedness evidenced by this Note, if not
sooner paid, shall be due and payable on April 22, 2022 (the "Initial Maturity Date"); provided, (i)
no Event of Default or event which with notice or passage of time would constitute an Event of
Default has occurred, (ii) all conditions of Section 7.3 of the Loan Agreement have been satisfied,
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(iii) Borrower pay to Lender an extension fee equal to $180,050.00, (iv) if required by Lender, in
its sole discretion, Borrower deposits an amount into the Interest Reserve in an amount equal to
the total interest payable during the Extension Term, and (v) Borrower provides written notice to
Lender of its intent to extend the term of the Loan, no later than thirty (30) days prior to the Initial
Maturity Date, Borrower may elect to extend the term of the Loan for a period of up to six (6)
months (the "Extension Term") until October 22, 2022 ("Extended Maturity Date" and collectively
with the Initial Maturity Date, the "Maturity Date"). Any extension fees will be due no later than
the Initial Maturity Date, and no extension shall be valid until these sums are received by Lender,
with written notice of Borrower's extension request and other documentation required herein.
Whether or not the Loan extension becomes effective, Borrower shall pay all out-of-pocket costs
and expenses reasonably incurred by Lender in connection with the proposed Loan extension,
including any appraisal fees, audit fees, costs for updated title reports, judgment and lien searches
or title endorsements, credit and background checks, other due diligence, and attorney fees
incurred by Lender in relation to such extension. All terms and conditions of all Loan Documents
will continue in full force and effect during any extension term, and Borrower will promptly
execute an extension/addendum to this Note prepared by Lender, documenting the extension, if
required by Lender, to be paid for by Borrower.
2.3 Payment Priority and Details. All payments under this Note shall be first
applied to interest, costs, expenses, fees, prepayment charges or fees, delinquencies or any other
fees due under this Note or any Loan Document, and then to principal. Early payments will not
relieve Borrower of any other obligations under this Note or the Loan Documents, as they are
defined in Section 5 below. If Borrower makes a payment on the Loan which is later dishonored,
a fee in the amount of $250.00 or such greater amount incurred by Lender will be charged, in
addition to any other fees, costs and expenses due under the Loan Documents. All payments shall
be made by Borrower according to the following wire instructions:
Account Name: Trimont Real Estate Advisors, LLC Clearing Account
Bank Name: Wells Fargo Bank, N.A.
Bank Address: 333 Market Street, 18th Floor, San Francisco, CA 94105
Bank City, St: Oakland, CA
Bank ABA #: 121000248
Bank Acct #: 2000025192043
Reference Loan #:
2.4 Interest Calculation. Interest on this Note is calculated on a 360-day year
basis. With respect to any applicable period, Interest on the outstanding principal balance shall be
calculated by multiplying (a) the actual number of days elapsed in the period for which the
calculation is being made by (b) a daily rate based on the Interest Rate (or the Default Rate, as
applicable) and a three hundred sixty (360) day year by (c) the then outstanding principal balance
of the Loan.
3. Prepayment. Borrower agrees that all Commitment Fees, Loan fees and all other
pre-paid finance charges or fees are fully earned as of the Disbursement Date. This Note is subject
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to the following prepayment premium: If Borrower repays the Note in full prior to the Initial
Maturity Date, Lender will be entitled to immediate payment of all interest that would have
otherwise accrued from the date of prepayment through the date that is seven (7) months from the
date of this Note, as determined by Lender, in addition to all other fees, charges, expenses or
payments that are due under this Note or any of the Loan Documents. If Borrower elects to extend
the Loan and repays the Note in full prior to the Extended Maturity Date, Lender will be entitled
to immediate payment of all interest that would have otherwise accrued from the date of
prepayment through the date that is four (4) months from the Initial Maturity Date, as determined
by Lender, in addition to all other fees, charges, expenses or payments that are due under this Note
or any of the Loan Documents.
4. Late Payments; Default Rate. If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of this Note within three
(3) days from the date when due and payable (other than the principal amount of this Note that is
due on the Maturity Date), the Borrower also shall pay to the Lender a late charge equal to ten
percent (10.0%) of the amount of such payment (the "Late Charge"). Upon maturity, whether by
acceleration, demand or otherwise, and at the Lender's option upon the occurrence of any Event
of Default (as hereinafter defined), this Note shall bear interest at a rate that shall be twenty-five
percentage points (25.0%) per annum, but not more than the maximum rate allowed by law (the
"Default Rate"). The Default Rate shall continue to apply whether or not judgment shall be entered
on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for
the purpose of defraying the Lender's expenses incident to the handling of delinquent payments,
but are in addition to, and not in lieu of, the Lender's exercise of any rights and remedies hereunder,
under the other Loan Documents or under applicable law, and any fees and expenses of any agents
or attorneys which the Lender may employ. In addition, the Default Rate reflects the increased
credit risk to the Lender of carrying a loan that is in default. The Borrower agrees that the Late
Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual
harm incurred by the Lender, and that the actual harm incurred by the Lender cannot be estimated
with certainty and without difficulty.
5. Loan Documents; Security. The Loan proceeds are for the acquisition of certain
real property, which is located at 14 Vesey Street, New York, New York 10007 (the "Property").
This Note is secured, among other documents, by the following documents of even date herewith:
(a) Consolidated, Amended and Restated Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing (Acquisition Loan) from
Borrower encumbering the Property (the "Mortgage");
(c) Loan Agreement;
(d) Guaranty of Loan Documents, executed by Jack Terzi ("Guarantor") (the
"Guaranty");
(e) Environmental Indemnity Agreement regarding the Property, executed by
Borrower and Guarantor (the "Indemnity Agreement");
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(f) Pledge and Security Agreement (Acquisition Loan) from the owners of
Borrower (the "Pledge")
(g) UCC-1 Financing Statements regarding the Property;
(h) Any other documents or instruments Lender or the title company deems
necessary in its sole discretion, including certain assignments, relating to the
Loan.
This Note, the Mortgage, the Loan Agreement, the Guaranty, the Pledge, the
Indemnity Agreement and all other instruments and documents related to the Loan are collectively
referred to herein as the "Loan Documents." The "Collateral" to secure this Note shall include,
without limitation: (1) Borrower's interests in the Property, and all of the rights to rents, cash
proceeds, revenues and profits associated therewith and driving therefrom, as stated in the
Mortgage and in any other Loan Documents; (2) all ownership interests and management control
rights in the Borrower, and all rights to income deriving therefrom, as stated in the Pledge; and
(3) all assets of the Guarantor as stated in the Guaranty, if any. All such security documents are
subject to all of the terms hereof to the extent necessary to enforce this Note. If there is a conflict
among any of the Loan Documents, the most favorable construction for Lender shall be applied.
6. Events of Default. "Event of Default," wherever used herein, means any one of
the following events (whether it shall be involuntary or be pursuant to or affected by operation of
law). If no cure period is stated, there is no cure or notice right for Borrower.
6.1 Failure to Make Payment. Borrower's failure to make any payment of
principal or interest or any other payment precisely when due hereunder.
6.2 Event of Default under Loan Documents. The occurrence of any event
of default under any other of the Loan Documents, or any other agreement, pledge, security
agreement, indemnity, financing statement or other document executed in connection with this
Note or the Loan evidenced hereby, or the occurrence of any event of default, after the expiration
of all applicable notice and cure periods, under any other agreements between Borrower and
Lender, or Guarantor and Lender, or their respective affiliates, with respect to the Property ("Other
Loan Documents") or any breach of the terms of this Note, that is not cured within any applicable
cure periods set forth in such Loan Documents and/or Other Loan Documents. Borrower and
Lender agree that is intended that all Loan Documents and Other Loan Documents be fully cross-
defaulted and cross-collateralized.
7. Remedies; Default Interest.
7.1 Upon the occurrence of an Event of Default, Lender may pursue any remedy
available at law or in equity or under any Loan Document, without notice, demand or presentment.
In the event of any Event of Default, (a) the entire principal balance hereof and all accrued interest
shall, at the sole option of Lender, without notice, bear interest at the interest rate set forth in
Section 4 of this Note (or the maximum rate permitted by applicable law if that is less) from the
date of the Event of Default until the default is cured, (b) the entire principal balance hereof and
all accrued interest shall immediately become due and payable at the sole option of Lender, without
notice, and (c) Lender's obligations, if any, to make any advances under this Note, will, at Lender's
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CHF/NYC — Note (Acquisition Loan)
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option, immediately terminate. Lender's failure to exercise any option hereunder shall not
constitute a waiver of the right to exercise the same in the event of any subsequent Event of
Default.
7.2 If any amounts are due to Borrower or any Guarantor (or any of their
affiliates) from Lender for any reason, Lender may set off such amounts in order to satisfy a default
or any amounts due from Borrower under this Note.
8. Collection Expenses. Borrower shall reimburse Lender on demand for all
reasonable legal fees and other costs, disbursements and expenses incurred in collecting,
investigating or enforcing this Note and the other Loan Documents, and protecting or realizing on
any collateral whatsoever. Such fees, costs and expenses shall include those incurred with or
without suit, those incurred at or in preparation for any trial, appeal and any proceedings under
any present or future federal bankruptcy act or state receivership law, or any post-judgment
collection proceedings, including any expert, consulting or investigative fees.
9. Waivers. Except as provided above or as expressly stated in any of the other Loan
Documents, Borrower waives all notices otherwise required by law, including without limitation
presentment, protest, demand for payment, acceleration, intent to accelerate, notice of protest,
notice of demand, dishonor, non-payment of this Note, and any other notice and defense due to
extensions of time or other indulgence of or by Lender or to any substitution or release of collateral.
10. Credit Review. Lender may, from time to time and at any time, with reasonable
prior notice to Borrower, review Borrower's and Guarantors' creditworthiness and the basis for
Lender's credit accommodations to Borrower. Borrower and its principals and affiliates will
execute the necessary authorization and other documents to complete this process. In connection
with any such review, Borrower will furnish and will cause Guarantors to furnish Lender with any
information regarding Borrower's or Guarantors' financial condition and business operations that
Lender reasonably requests. This may include without limitation financial statements, tax returns,
lists of assets and liabilities, agings of accounts receivable and payable, rent rolls, equipment lists,
budgets, and forecasts. If Lender reasonably determines that there has been a material adverse
change in the financial condition of Borrower, the Property, or Guarantor, or if any other Event of
Default has occurred, Lender may, at its option, exercise any of the default remedies available to
Lender.
11. Miscellaneous.
11.1 Dispute Resolution. This Note shall be construed, enforced and otherwise
governed by the laws of the State of New York, without regard to choice of law provisions.
Borrower waive any objection to jurisdiction or venue on the ground that Borrower and Guarantors
are not residents of Lender's locality. If legal proceedings are instituted to enforce the terms of
this Note, Borrower and Guarantors agree to pay all attorney fees, costs and expenses of the Lender
in connection therewith. Venue for any dispute will lie in the State of New York, County of New
York, or in the county where Borrower or the Property is located, at Lender's sole discretion, but
Lender may enforce an Order, judgment, decree or directive from such legal proceedings in any
jurisdiction.
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CHF/NYC — Note (Acquisition Loan)
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NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024
11.2 Notices. ANY NOTICE UNDER THIS NOTE SHALL BE GIVEN IN
ACCORDANCE WITH THE TERMS OF THE LOAN AGREEMENT.
11.3 Intentionally Omitted.
11.4 Company Authority. The persons executing this Note below hereby
warrant that they have the authority to do so on behalf of the Borrower and were duly authorized
to do so by Borrower.
11.5 Further Acts. Time is of the essence. Borrower agrees to take all further
actions and execute any additional documents necessary to further the intent and purpose of this
Note, and shall also cause its principals and Guarantors to do the same.
11.6 Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event of a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties and shall not be
interpreted for or against either party.
11.7 Severability. If any provision of this Note conflicts with applicable law,
such conflicts shall not affect other provisions hereof which can be given effect without the
conflicting provision, and to this end the provisions hereof are declared to be severable and all
remaining provisions shall continue in full force and effect.
11.8 Captions and Headings. The captions and headings of the paragraphs and
articles of this Note are for convenience only and are not to be used to interpret or define the
provisions hereof.
11.9 Definitions. As used herein: the term "Borrower" means the Borrower or
Borrower Entities herein named. The term "Lender" means the Lender herein named, together
with any subsequent owner or holder of the Note or any interest therein, including pledgees,
assignees and participants. Any reference to "days" herein shall mean calendar days.
11.10 Survival; Binding Effect. This Note shall be binding upon and enforceable
against Borrowers and its respective legal representatives, heirs, executors, administrators,
successors, assigns, principals, managers and affiliates, and shall inure to the benefit of and may
be enforced by Lender and any of Lender's successors, assigns or affiliates.
11.11 Assignments. Lender may assign, pledge or otherwise transfer this Note or
any of its rights and powers under this Note without notice, with all or any of the obligations owing
to Lender by Borrowers, and in such event, the assignee shall have the same rights as if originally
named herein in place of Lender. Borrowers may not assign this Note or any benefit accruing to
it hereunder without the express prior written consent of the Lender.
11.12 WAIVER OF JURY. ALL PARTIES TO THIS NOTE HEREBY
KNOWINGLY AND VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE, WHETHER IN
CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO, THE RELATIONSHIP ESTABLISHED BETWEEN
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CHF/NYC — Note (Acquisition Loan)
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THEM IN THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION WITH THIS NOTE OR THE RELATED
TRANSACTIONS.
BY SIGNING THIS NOTE, BORROWER ACKNOWLEDGES READING,
UNDERSTANDING AND AGREEING TO ALL OF THE PROVISIONS OF THE NOTE
AND RECEIPT HEREOF, AND BORROWER ACKNOWLEDGES LIABILITY FOR
PAYMENT OF ALL AMOUNTS OWING UNDER THIS NOTE AND THE OTHER LOAN
DOCUMENTS AND AGREES THAT LENDER DOES NOT HAVE TO FORECLOSE ITS
MORTGAGE OR ANY OTHER COLLATERAL BEFORE DEMANDING FULL
PAYMENT FROM BORROWERS.
[remainder ofpage intentionally left blank)
8
CP1F/NYC — Note (Acquisition Loan)
6971180v.6
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Borrower acknowledges that it has read and understood all provisions of this Note, including the
waiver of jury trial, and has been advised by counsel as necessary or appropriate.
WITNESS JTRE 14 VESEY LLC,
a Delaware limited liability company
By:
Jacl
APiñized Signatory
ACKNOWLEDGEMENT
State of r•-‹
) ss:
County or vf,,)5
On the day orApril in the year 2021, before me, the undersigned, personally
appeared Jack Terzi, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed
the instrument.
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8
CP1F/NYC — Note (Acquisition Loan)
6971180v.2
Preview
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 Exhibit E FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 ALLONGE TO CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE This Allonge to Consolidated, Amended and Restated Promissory Note, dated as of , 2021, is attached to and made a part of that certain Consolidated, Amended and Restated Promissory Note with a principal face amount of $18,050,000.00, dated April 22, 2021 (the "Note"), made by JTRE 14 VESEY LLC, a Delaware limited liability company, to the order of CPIF LENDING, LLC, a Washington limited liability company, for the purpose of annexing to the Note the following endorsement: Pay to the order of CPIF MRA, LLC, a Delaware limited liability company, its successors and/or assigns, without recourse, representation or warranty, express or implied, by the undersigned. CPIF LENDING, LLC, a Washington limited liability company By: CPIF Holdings, LLC, its sole member By: Columbia Pacific Advisors, LLC, its manager By: ( Name: rr.e.tt- cOyN.. Title: -Ç-cytc,.cer [NO FURTHER TEXT ON THIS PAGE] CPEFNesey Assignment — Allonge to Note (Acquisition) (Lending to MRA) 7183199v.2 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (Acquisition Loan) $18,050,000.00 New York, New York April 22, 2021 FOR VALUE RECEIVED, JTRE 14 VESEY LLC, a Delaware limited liability company (the "Borrower"), promises to pay, in lawful money of the United States of America, to the order of CPIF LENDING, LLC, a Washington limited liability company ("Lender"), at 1910 Fairview Ave. E., Suite 200, Seattle, Washington 98102, or such other place as Lender may designate in writing from time to time, the principal sum of EIGHTEEN MILLION FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($18,050,000.00) (the "Loan Amount"), or so much thereof as shall have been advanced, with interest on the unpaid principal balance at the rate provided below. This Note is secured by the Loan Documents described in Section 5 below. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below). As the Mortgage (as defined herein) more fully describes, this Note: (a) constitutes an amendment, modification, restatement, and increase of the Existing Note (as defined in the Mortgage); (b) continues the Existing Indebtedness (as defined in the Mortgage) as evidenced by the Existing Note; and (c) does not constitute a novation of the Existing Indebtedness. The aggregate principal indebtedness evidenced by this Note shall in no event exceed $18,050,000.00, as the Mortgage more fully provides. Borrower acknowledges that Lender holds, and is the person entitled to enforce, the indebtedness evidenced by Existing Note (as such indebtedness has been amended and restated hereby), but need not produce, exhibit, or demonstrate possession of the Existing Note or any assignment(s) (direct or intermediate) of the Existing Note to Lender, in order to enforce this Note or the Mortgage. Borrower acknowledges that the Existing Note is in full force and effect and Borrower has no claim, counterclaim, or defense against Borrower's obligations under the Existing Note. 1. Loan Proceeds and Interest. 1.1 Interest. Interest shall accrue on the unpaid outstanding principal balance of this Note from the Disbursement Date through the Initial Maturity Date (both as defined in Sections 2.1 and 2.2 below), at ten and one-half of one percent (10.5%) per annum. During the Extension Term (as defined herein), interest shall accrue on the principal balance of this Note at eleven percent (11%) per annum. 1.2 Loan Balance. Lender will deduct all commitment fees, closing expenses, and other fees, costs and expenses due to Lender under the Loan Documents, pursuant to the Agreed Closing Statement (as defined below). The remaining proceeds will then be disbursed to Borrower, subject to any holdbacks and reserves set forth herein or in the Loan Agreement. 1.3 Closing Statement. Lender and Borrower will agree to a final Closing Statement (the "Agreed Closing Statement"), which will set forth the allocation of funds, payment of interest, payment of Commitment Fees, and other funds, fees, costs and expenses due to Lender 1 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 or required to paid pursuant to the Acquisition Loan Agreement between Lender and Borrower of even date herewith (the "Loan Agreement"). 1.4 Intentionally Omitted. 1.5 Real Estate Tax Reserve. The Loan includes a $100,500.00 holdback for the real estate taxes on the Property, which shall represent the initial deposit into the real estate tax reserve (the "Real Estate Tax Reserve"). Borrower will fund the Real Estate Tax Reserve during the term of the Loan in accordance with the terms of the Mortgage (as defined herein). Lender will fund the Real Estate Tax Reserve with Loan proceeds on the date hereof (interest shall accrue on such funds as of the date hereof) and will apply funds from the Real Estate Tax Reserve as real estate taxes become due or will require pre-payment from the Real Estate Tax Reserve at Closing, all in Lender's sole discretion. Borrower will promptly provide to Lender notices of property taxes and other taxes due, regarding the Property, so that Lender may then pay those expenses directly from the Real Estate Tax Reserve. 1.6 Insurance Reserve. The Loan includes a $35,000.00 holdback for the insurance premium payments on the Property, which shall represent the initial deposit into the insurance reserve (the "Insurance Reserve"). Borrower will fund the Insurance Reserve during the term of the Loan in accordance with the terms of the Mortgage. Lender will fund the Insurance Reserve with Loan proceeds on the date hereof (interest shall accrue on such funds as of the date hereof), and will apply funds from the Insurance Reserve as they become due, or may require pre- payment from the Insurance Reserve at Closing, all in Lender's sole discretion. Borrower will promptly provide to Lender notices of insurance premiums due, regarding the Property, so that Lender may then pay those expenses directly from the Insurance Reserve. 1.7 Interest Reserve. The Loan includes a $1,978,375.00 interest reserve (the "Interest Reserve"), which is subject to increase pursuant to the terms of Section 2.2 herein. The Interest Reserve shall be used and applied to the Loan as set forth in Section 4.17 of the Loan Agreement. 2. Payments by Borrower. 2.1 Interest Payments. The Loan will be interest only until the Maturity Date. Interest shall be due and payable, in advance, without any right of offset or deduction, via wire transfer, as follows. A payment of all interest to accrue on the outstanding principal amount of this Note from the Disbursement Date to and including the last day of the month during which the Disbursement Date occurs shall be due and payable on the Disbursement Date. For purposes of this Note, the "Disbursement Date" shall be the date on which the initial disbursement of Loan proceeds occurs. Borrower shall then make monthly payments of interest in advance for each consecutive month thereafter until the Maturity Date (defined in Section 2.2 below), such monthly payments shall be due and payable on the tenth (10th) day of each month. 2.2 Maturity Date. The entire indebtedness evidenced by this Note, if not sooner paid, shall be due and payable on April 22, 2022 (the "Initial Maturity Date"); provided, (i) no Event of Default or event which with notice or passage of time would constitute an Event of Default has occurred, (ii) all conditions of Section 7.3 of the Loan Agreement have been satisfied, 2 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 (iii) Borrower pay to Lender an extension fee equal to $180,050.00, (iv) if required by Lender, in its sole discretion, Borrower deposits an amount into the Interest Reserve in an amount equal to the total interest payable during the Extension Term, and (v) Borrower provides written notice to Lender of its intent to extend the term of the Loan, no later than thirty (30) days prior to the Initial Maturity Date, Borrower may elect to extend the term of the Loan for a period of up to six (6) months (the "Extension Term") until October 22, 2022 ("Extended Maturity Date" and collectively with the Initial Maturity Date, the "Maturity Date"). Any extension fees will be due no later than the Initial Maturity Date, and no extension shall be valid until these sums are received by Lender, with written notice of Borrower's extension request and other documentation required herein. Whether or not the Loan extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses reasonably incurred by Lender in connection with the proposed Loan extension, including any appraisal fees, audit fees, costs for updated title reports, judgment and lien searches or title endorsements, credit and background checks, other due diligence, and attorney fees incurred by Lender in relation to such extension. All terms and conditions of all Loan Documents will continue in full force and effect during any extension term, and Borrower will promptly execute an extension/addendum to this Note prepared by Lender, documenting the extension, if required by Lender, to be paid for by Borrower. 2.3 Payment Priority and Details. All payments under this Note shall be first applied to interest, costs, expenses, fees, prepayment charges or fees, delinquencies or any other fees due under this Note or any Loan Document, and then to principal. Early payments will not relieve Borrower of any other obligations under this Note or the Loan Documents, as they are defined in Section 5 below. If Borrower makes a payment on the Loan which is later dishonored, a fee in the amount of $250.00 or such greater amount incurred by Lender will be charged, in addition to any other fees, costs and expenses due under the Loan Documents. All payments shall be made by Borrower according to the following wire instructions: Account Name: Trimont Real Estate Advisors, LLC Clearing Account Bank Name: Wells Fargo Bank, N.A. Bank Address: 333 Market Street, 18th Floor, San Francisco, CA 94105 Bank City, St: Oakland, CA Bank ABA #: 121000248 Bank Acct #: 2000025192043 Reference Loan #: 2.4 Interest Calculation. Interest on this Note is calculated on a 360-day year basis. With respect to any applicable period, Interest on the outstanding principal balance shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on the Interest Rate (or the Default Rate, as applicable) and a three hundred sixty (360) day year by (c) the then outstanding principal balance of the Loan. 3. Prepayment. Borrower agrees that all Commitment Fees, Loan fees and all other pre-paid finance charges or fees are fully earned as of the Disbursement Date. This Note is subject 3 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 to the following prepayment premium: If Borrower repays the Note in full prior to the Initial Maturity Date, Lender will be entitled to immediate payment of all interest that would have otherwise accrued from the date of prepayment through the date that is seven (7) months from the date of this Note, as determined by Lender, in addition to all other fees, charges, expenses or payments that are due under this Note or any of the Loan Documents. If Borrower elects to extend the Loan and repays the Note in full prior to the Extended Maturity Date, Lender will be entitled to immediate payment of all interest that would have otherwise accrued from the date of prepayment through the date that is four (4) months from the Initial Maturity Date, as determined by Lender, in addition to all other fees, charges, expenses or payments that are due under this Note or any of the Loan Documents. 4. Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within three (3) days from the date when due and payable (other than the principal amount of this Note that is due on the Maturity Date), the Borrower also shall pay to the Lender a late charge equal to ten percent (10.0%) of the amount of such payment (the "Late Charge"). Upon maturity, whether by acceleration, demand or otherwise, and at the Lender's option upon the occurrence of any Event of Default (as hereinafter defined), this Note shall bear interest at a rate that shall be twenty-five percentage points (25.0%) per annum, but not more than the maximum rate allowed by law (the "Default Rate"). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Lender's expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Lender's exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Lender may employ. In addition, the Default Rate reflects the increased credit risk to the Lender of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Lender, and that the actual harm incurred by the Lender cannot be estimated with certainty and without difficulty. 5. Loan Documents; Security. The Loan proceeds are for the acquisition of certain real property, which is located at 14 Vesey Street, New York, New York 10007 (the "Property"). This Note is secured, among other documents, by the following documents of even date herewith: (a) Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Acquisition Loan) from Borrower encumbering the Property (the "Mortgage"); (c) Loan Agreement; (d) Guaranty of Loan Documents, executed by Jack Terzi ("Guarantor") (the "Guaranty"); (e) Environmental Indemnity Agreement regarding the Property, executed by Borrower and Guarantor (the "Indemnity Agreement"); 4 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 (f) Pledge and Security Agreement (Acquisition Loan) from the owners of Borrower (the "Pledge") (g) UCC-1 Financing Statements regarding the Property; (h) Any other documents or instruments Lender or the title company deems necessary in its sole discretion, including certain assignments, relating to the Loan. This Note, the Mortgage, the Loan Agreement, the Guaranty, the Pledge, the Indemnity Agreement and all other instruments and documents related to the Loan are collectively referred to herein as the "Loan Documents." The "Collateral" to secure this Note shall include, without limitation: (1) Borrower's interests in the Property, and all of the rights to rents, cash proceeds, revenues and profits associated therewith and driving therefrom, as stated in the Mortgage and in any other Loan Documents; (2) all ownership interests and management control rights in the Borrower, and all rights to income deriving therefrom, as stated in the Pledge; and (3) all assets of the Guarantor as stated in the Guaranty, if any. All such security documents are subject to all of the terms hereof to the extent necessary to enforce this Note. If there is a conflict among any of the Loan Documents, the most favorable construction for Lender shall be applied. 6. Events of Default. "Event of Default," wherever used herein, means any one of the following events (whether it shall be involuntary or be pursuant to or affected by operation of law). If no cure period is stated, there is no cure or notice right for Borrower. 6.1 Failure to Make Payment. Borrower's failure to make any payment of principal or interest or any other payment precisely when due hereunder. 6.2 Event of Default under Loan Documents. The occurrence of any event of default under any other of the Loan Documents, or any other agreement, pledge, security agreement, indemnity, financing statement or other document executed in connection with this Note or the Loan evidenced hereby, or the occurrence of any event of default, after the expiration of all applicable notice and cure periods, under any other agreements between Borrower and Lender, or Guarantor and Lender, or their respective affiliates, with respect to the Property ("Other Loan Documents") or any breach of the terms of this Note, that is not cured within any applicable cure periods set forth in such Loan Documents and/or Other Loan Documents. Borrower and Lender agree that is intended that all Loan Documents and Other Loan Documents be fully cross- defaulted and cross-collateralized. 7. Remedies; Default Interest. 7.1 Upon the occurrence of an Event of Default, Lender may pursue any remedy available at law or in equity or under any Loan Document, without notice, demand or presentment. In the event of any Event of Default, (a) the entire principal balance hereof and all accrued interest shall, at the sole option of Lender, without notice, bear interest at the interest rate set forth in Section 4 of this Note (or the maximum rate permitted by applicable law if that is less) from the date of the Event of Default until the default is cured, (b) the entire principal balance hereof and all accrued interest shall immediately become due and payable at the sole option of Lender, without notice, and (c) Lender's obligations, if any, to make any advances under this Note, will, at Lender's 5 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 option, immediately terminate. Lender's failure to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent Event of Default. 7.2 If any amounts are due to Borrower or any Guarantor (or any of their affiliates) from Lender for any reason, Lender may set off such amounts in order to satisfy a default or any amounts due from Borrower under this Note. 8. Collection Expenses. Borrower shall reimburse Lender on demand for all reasonable legal fees and other costs, disbursements and expenses incurred in collecting, investigating or enforcing this Note and the other Loan Documents, and protecting or realizing on any collateral whatsoever. Such fees, costs and expenses shall include those incurred with or without suit, those incurred at or in preparation for any trial, appeal and any proceedings under any present or future federal bankruptcy act or state receivership law, or any post-judgment collection proceedings, including any expert, consulting or investigative fees. 9. Waivers. Except as provided above or as expressly stated in any of the other Loan Documents, Borrower waives all notices otherwise required by law, including without limitation presentment, protest, demand for payment, acceleration, intent to accelerate, notice of protest, notice of demand, dishonor, non-payment of this Note, and any other notice and defense due to extensions of time or other indulgence of or by Lender or to any substitution or release of collateral. 10. Credit Review. Lender may, from time to time and at any time, with reasonable prior notice to Borrower, review Borrower's and Guarantors' creditworthiness and the basis for Lender's credit accommodations to Borrower. Borrower and its principals and affiliates will execute the necessary authorization and other documents to complete this process. In connection with any such review, Borrower will furnish and will cause Guarantors to furnish Lender with any information regarding Borrower's or Guarantors' financial condition and business operations that Lender reasonably requests. This may include without limitation financial statements, tax returns, lists of assets and liabilities, agings of accounts receivable and payable, rent rolls, equipment lists, budgets, and forecasts. If Lender reasonably determines that there has been a material adverse change in the financial condition of Borrower, the Property, or Guarantor, or if any other Event of Default has occurred, Lender may, at its option, exercise any of the default remedies available to Lender. 11. Miscellaneous. 11.1 Dispute Resolution. This Note shall be construed, enforced and otherwise governed by the laws of the State of New York, without regard to choice of law provisions. Borrower waive any objection to jurisdiction or venue on the ground that Borrower and Guarantors are not residents of Lender's locality. If legal proceedings are instituted to enforce the terms of this Note, Borrower and Guarantors agree to pay all attorney fees, costs and expenses of the Lender in connection therewith. Venue for any dispute will lie in the State of New York, County of New York, or in the county where Borrower or the Property is located, at Lender's sole discretion, but Lender may enforce an Order, judgment, decree or directive from such legal proceedings in any jurisdiction. 6 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 11.2 Notices. ANY NOTICE UNDER THIS NOTE SHALL BE GIVEN IN ACCORDANCE WITH THE TERMS OF THE LOAN AGREEMENT. 11.3 Intentionally Omitted. 11.4 Company Authority. The persons executing this Note below hereby warrant that they have the authority to do so on behalf of the Borrower and were duly authorized to do so by Borrower. 11.5 Further Acts. Time is of the essence. Borrower agrees to take all further actions and execute any additional documents necessary to further the intent and purpose of this Note, and shall also cause its principals and Guarantors to do the same. 11.6 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event of a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and shall not be interpreted for or against either party. 11.7 Severability. If any provision of this Note conflicts with applicable law, such conflicts shall not affect other provisions hereof which can be given effect without the conflicting provision, and to this end the provisions hereof are declared to be severable and all remaining provisions shall continue in full force and effect. 11.8 Captions and Headings. The captions and headings of the paragraphs and articles of this Note are for convenience only and are not to be used to interpret or define the provisions hereof. 11.9 Definitions. As used herein: the term "Borrower" means the Borrower or Borrower Entities herein named. The term "Lender" means the Lender herein named, together with any subsequent owner or holder of the Note or any interest therein, including pledgees, assignees and participants. Any reference to "days" herein shall mean calendar days. 11.10 Survival; Binding Effect. This Note shall be binding upon and enforceable against Borrowers and its respective legal representatives, heirs, executors, administrators, successors, assigns, principals, managers and affiliates, and shall inure to the benefit of and may be enforced by Lender and any of Lender's successors, assigns or affiliates. 11.11 Assignments. Lender may assign, pledge or otherwise transfer this Note or any of its rights and powers under this Note without notice, with all or any of the obligations owing to Lender by Borrowers, and in such event, the assignee shall have the same rights as if originally named herein in place of Lender. Borrowers may not assign this Note or any benefit accruing to it hereunder without the express prior written consent of the Lender. 11.12 WAIVER OF JURY. ALL PARTIES TO THIS NOTE HEREBY KNOWINGLY AND VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO, THE RELATIONSHIP ESTABLISHED BETWEEN 7 CHF/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 THEM IN THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS NOTE OR THE RELATED TRANSACTIONS. BY SIGNING THIS NOTE, BORROWER ACKNOWLEDGES READING, UNDERSTANDING AND AGREEING TO ALL OF THE PROVISIONS OF THE NOTE AND RECEIPT HEREOF, AND BORROWER ACKNOWLEDGES LIABILITY FOR PAYMENT OF ALL AMOUNTS OWING UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS AND AGREES THAT LENDER DOES NOT HAVE TO FORECLOSE ITS MORTGAGE OR ANY OTHER COLLATERAL BEFORE DEMANDING FULL PAYMENT FROM BORROWERS. [remainder ofpage intentionally left blank) 8 CP1F/NYC — Note (Acquisition Loan) 6971180v.6 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 01/26/2024 Borrower acknowledges that it has read and understood all provisions of this Note, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS JTRE 14 VESEY LLC, a Delaware limited liability company By: Jacl APiñized Signatory ACKNOWLEDGEMENT State of r•-‹ ) ss: County or vf,,)5 On the day orApril in the year 2021, before me, the undersigned, personally appeared Jack Terzi, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 001111114.111 'Notary Public VITUS TP .44.k.,410 4Lef • OOOOO So 0 e STATE OF NEW YORK % oNOTARY PUBLIC ai 7. %Qualified in Kings County Ariz 0ITE6406198 111111110 8 CP1F/NYC — Note (Acquisition Loan) 6971180v.2