Preview
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024
Exhibit G
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023
NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024
PROMISSORY NOTE
$2,039,798.77 New York, New York
November 16, 2022
Effective Date: April 23, 2022
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 MRA, LLC, a Delaware 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 TWO MILLION THIRTY NINE THOUSAND SEVEN
HUNDRED NINETY EIGHT AND 77/100 U.S. DOLLARS ($2,039,798.77) (the “Loan
Amount”), 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).
1. Loan Proceeds and Interest.
1.1 Interest. Interest shall accrue on the unpaid outstanding principal balance
of this Note from the Effective Date through the Maturity Date (both as defined in Sections 2.1
and 2.2 below), at eleven percent (11.0%) 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.
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
or required to paid pursuant to the Loan Agreement between Lender and Borrower of even date
herewith (the “Loan Agreement”).
1.4. Insurance Reserve. The Loan includes a $13,500.00 holdback for the
insurance premium payments on the Property, which shall represent the initial deposit into the
insurance reserve (the “Insurance Reserve”). Lender will fund the Insurance Reserve with Loan
proceeds on 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.
1.5 Real Estate Tax Reserve. The Loan includes a $126,000.00 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”). Lender will fund the Real Estate Tax Reserve with Loan
proceeds on the date hereof, and will apply funds from the Real Estate Tax Reserve as real estate
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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.
1.7 Interest Reserve. The Loan includes a $57,964.28 interest reserve (the
“Interest Reserve”). The Interest Reserve shall be used and applied to the Loan as set forth in
Section 4.14 of the Loan Agreement.
1.8 Acquisition Loan Interest Reserve. The Loan includes a $1,349,343.02
interest reserve for the payment of interest on the 2021 Acquisition Loan (as defined in the Loan
Agreement) (the “Acquisition Loan Interest Reserve”). The Acquisition Loan Interest Reserve
shall be used and applied to the Loan as set forth in Section 4.15 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 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), and 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 30, 2023 (the “Initial Maturity Date”) provided,
however, if as of the Initial Maturity Date, the Extension Conditions (as hereinafter defined) have
been and remain satisfied, then the entire indebtedness evidenced by this Note, if not sooner paid,
shall be due and payable on July 30, 2023 (the “Extended Maturity Date” and collectively with the
Initial Maturity Date, the “Maturity Date”). The period from the Initial Maturity Date through and
including the Extended Maturity Date is herein known as the “Extension Term”.
As used herein, “Extension Conditions” means (i) no Event of Default or event which with notice
or passage of time would constitute an Event of Default has occurred, (ii) a valid, binding and
enforceable Tenant Lease (as defined in the Loan Agreement) is in place, which is in form and
substance acceptable to Lender, (iii) the term of (A) the 2021 Acquisition Loan (as defined in the
Loan Agreement) has been or will concurrently be extended in accordance with the terms of that
certain Change-In-Terms Agreement dated on or about the date hereof, and (B) the loan made by
Lender to Borrower pursuant to the Building Loan Agreement, dated April 22, 2021, as amended,
has been or will concurrently be extended in accordance with the terms of that certain Amendment
to Building Loan Agreement (Change-In-Terms Agreement) dated on or about the date hereof,
(iv) Borrower provides to Lender evidence, in form and substance acceptable to Lender, that
Borrower is actively seeking repayment in full of all of the Borrower’s debt to the Lender, 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.
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2.3 Payment Priority and Details. All payments under this Note shall be first
applied to interest, costs, expenses, fees, prepayment charges or fees (if applicable), 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 Custodial Deposit
Clearing Account
Bank Name: J.P. Morgan Chase
Bank Address: 245 Park Avenue, 14th Floor New York, NY 10017
Bank City, St: New York, NY
Bank ABA #: 021000021
Bank Acct #: 762509682
Reference Loan #: 2423901, 2423902, 2423903
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. Borrower may
repay this Note in full prior to the Maturity Date without penalty, which prepayment shall include
all principal, interest, fees, charges, expenses and other 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
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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 payment of interest on
a loan from Lender to Borrower made on April 22, 2021 for the acquisition of certain real property,
which is located at 14 Vesey Street, New York, New York 10007 (the “Property”) and certain
other costs of Lender in connection with the Loan and the Property, as more particularly described
in the Loan Agreement. This Note is secured, among other documents, by the following
documents of even date herewith:
(a) Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
Filing from Borrower encumbering the Property (the “Mortgage”);
(b) Loan Agreement;
(c) Guaranty of Loan Documents, executed by Jack Terzi (“Guarantor”) (the
“Guaranty”); and
(d) 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, 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; and (2) 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
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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
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
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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.
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.
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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
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.
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Preview
FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 Exhibit G FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 PROMISSORY NOTE $2,039,798.77 New York, New York November 16, 2022 Effective Date: April 23, 2022 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 MRA, LLC, a Delaware 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 TWO MILLION THIRTY NINE THOUSAND SEVEN HUNDRED NINETY EIGHT AND 77/100 U.S. DOLLARS ($2,039,798.77) (the “Loan Amount”), 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). 1. Loan Proceeds and Interest. 1.1 Interest. Interest shall accrue on the unpaid outstanding principal balance of this Note from the Effective Date through the Maturity Date (both as defined in Sections 2.1 and 2.2 below), at eleven percent (11.0%) 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. 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 or required to paid pursuant to the Loan Agreement between Lender and Borrower of even date herewith (the “Loan Agreement”). 1.4. Insurance Reserve. The Loan includes a $13,500.00 holdback for the insurance premium payments on the Property, which shall represent the initial deposit into the insurance reserve (the “Insurance Reserve”). Lender will fund the Insurance Reserve with Loan proceeds on 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. 1.5 Real Estate Tax Reserve. The Loan includes a $126,000.00 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”). Lender will fund the Real Estate Tax Reserve with Loan proceeds on the date hereof, and will apply funds from the Real Estate Tax Reserve as real estate 1 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 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. 1.7 Interest Reserve. The Loan includes a $57,964.28 interest reserve (the “Interest Reserve”). The Interest Reserve shall be used and applied to the Loan as set forth in Section 4.14 of the Loan Agreement. 1.8 Acquisition Loan Interest Reserve. The Loan includes a $1,349,343.02 interest reserve for the payment of interest on the 2021 Acquisition Loan (as defined in the Loan Agreement) (the “Acquisition Loan Interest Reserve”). The Acquisition Loan Interest Reserve shall be used and applied to the Loan as set forth in Section 4.15 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 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), and 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 30, 2023 (the “Initial Maturity Date”) provided, however, if as of the Initial Maturity Date, the Extension Conditions (as hereinafter defined) have been and remain satisfied, then the entire indebtedness evidenced by this Note, if not sooner paid, shall be due and payable on July 30, 2023 (the “Extended Maturity Date” and collectively with the Initial Maturity Date, the “Maturity Date”). The period from the Initial Maturity Date through and including the Extended Maturity Date is herein known as the “Extension Term”. As used herein, “Extension Conditions” means (i) no Event of Default or event which with notice or passage of time would constitute an Event of Default has occurred, (ii) a valid, binding and enforceable Tenant Lease (as defined in the Loan Agreement) is in place, which is in form and substance acceptable to Lender, (iii) the term of (A) the 2021 Acquisition Loan (as defined in the Loan Agreement) has been or will concurrently be extended in accordance with the terms of that certain Change-In-Terms Agreement dated on or about the date hereof, and (B) the loan made by Lender to Borrower pursuant to the Building Loan Agreement, dated April 22, 2021, as amended, has been or will concurrently be extended in accordance with the terms of that certain Amendment to Building Loan Agreement (Change-In-Terms Agreement) dated on or about the date hereof, (iv) Borrower provides to Lender evidence, in form and substance acceptable to Lender, that Borrower is actively seeking repayment in full of all of the Borrower’s debt to the Lender, 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. 2 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 2.3 Payment Priority and Details. All payments under this Note shall be first applied to interest, costs, expenses, fees, prepayment charges or fees (if applicable), 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 Custodial Deposit Clearing Account Bank Name: J.P. Morgan Chase Bank Address: 245 Park Avenue, 14th Floor New York, NY 10017 Bank City, St: New York, NY Bank ABA #: 021000021 Bank Acct #: 762509682 Reference Loan #: 2423901, 2423902, 2423903 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. Borrower may repay this Note in full prior to the Maturity Date without penalty, which prepayment shall include all principal, interest, fees, charges, expenses and other 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 3 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 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 payment of interest on a loan from Lender to Borrower made on April 22, 2021 for the acquisition of certain real property, which is located at 14 Vesey Street, New York, New York 10007 (the “Property”) and certain other costs of Lender in connection with the Loan and the Property, as more particularly described in the Loan Agreement. This Note is secured, among other documents, by the following documents of even date herewith: (a) Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Borrower encumbering the Property (the “Mortgage”); (b) Loan Agreement; (c) Guaranty of Loan Documents, executed by Jack Terzi (“Guarantor”) (the “Guaranty”); and (d) 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, 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; and (2) 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 4 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 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 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 5 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 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. 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. 6 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024 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 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 of page intentionally left blank} 7 CPIF/NYC – 2022 Note 10277581v.10 FILED: NEW YORK COUNTY CLERK 01/26/2024 05:22 PM INDEX NO. 656413/2023 NYSCEF DOC. NO. 60 RECEIVED NYSCEF: 01/26/2024