Preview
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
EXHIBIT B
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
Donna G. Silberman, County Clerk
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
1 South Main St., Ste. 100
New City, NY 10956
(845) 638-5070
Rockland County Clerk Recording Cover Sheet
Received From : Return To :
DONALD DW LYNCH JR DONALD DW LYNCH JR
Method Returned : FILE CABINET
First GRANTOR
9 BOULDERBERG ROAD LLC
First GRANTEE
SHARESTATES INTERCAP LINE LLC
Index Type : Land Records
Instr Number : 2021-00029014
Book : Page :
Type of Instrument : Mortgage
Type of Transaction : Mtg Type B
Recording Fee: $220.00
The Property affected by this instrument is situated in Stony Point, in the
Pages : 36 County of Rockland, New York
Recording
Mortgage Taxes
Located : Stony Point
Property .
.
Serial Number : DM3550
Mortgage Amount : $259,000.00
Basic Tax : $1,295.00 State of New York
Local Tax : $0.00 County of Rockland
Additional Tax : $747.00 I hereby certify that the within and foregoing was
recorded in the Clerk's office for Rockland County,
Transportation Auth Tax : $647.50
New York
SONYMA : $0.00
On (Recorded Date) : 07/13/2021
County Tax : $647.50
At (Recorded Time) : 2:47:00 PM
Total : $3,337.00
Total Fees : $3,557.00
Doc ID - 053966450036 Donna G. Silberman
County Clerk
This sheet constitutes the Clerks endorsement required by Section 319 of Real Property Law of the State of New York
Entered By: NYROCKLANDUSER19 Printed On : 07/14/2021 At : 8:41:18AM
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS
AND SECURITY AGREEMENT
between
9 BOULDÊRBERG ROAD LLC
a New York Limited Liability Company
913 E.8th Street,
Casa Grande, AZ 85122
to
SHARESTATES INTERCAP LINE LLC
a Delaware Limited Liability Company
45 North Station Plaza, Suite 400
Great Neck, New York 11021
Dated: as of March 17, 2021
ADDRESS OF MORTGAGED PROPERTY:
9 Boulderberg Road,
Tomkins Cove, New York 10986 ,
County: Rockland
Section: 10.4
Block: 2
Lot: 57
Return to & Prepared by:
SHARESTATES INVESTMENTS, LLC ISAOA/ATIMA
45 North Station Plaza, Suite 400
Great Neck, New York 11021
P ISES IMPROVEDBY:
[ 10R 2 FAMILYDWELLIN!
[ ]3TORFAMILYDWELLIN4
[ ]0THERTHANt-6FAelLY t LLIN
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
RECITAL
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(this "Mortgage") made as of the 17th day of March, 2021.
BETWEEN
9 BOULDERBERG ROAD LLC, a New York Limited Liability Company, having an office
and an address for purposes of notices and legal process at 913 E.8th Street, Casa Grande, AZ
85122 (the "Mortgagor"),
as Mortgagor,
and
SHARESTATES INTERCAP LINE LLC, a Delaware limited liability company, having an
address at 45 North Station Plaza, Suite 400, Great Neck, NY 11021 (the "Mortgagee"),
as Mortgagee,
WI T N E S S E T H :
Mortgagor is the owner of the premises described in Schedule A hereto and the
improvements thereon. On even date, Mortgagor has delivered a note in favor of Mortgagee in
the amount of TWO HUNDRED FIFTY NINE THOUSAND and 00/100 DOLLARS
($259,000.00) (the "Mortgage Amount") borrowed from Mortgagee by Mortgagor, obligating
Mortgagor to pay the Mortgage Amount (and any other amounts advanced by Mortgagee
pursuant to the terms hereof) under certain circumstances.
CERTAIN DEFINITIONS
Unless the context otherwise specifies or requires, the following terms shall have the
meanings herein specified, such definitions to be applicable equally to the singular and the plural
forms of such terms.
Accounts"
"Bank means collectively all bank accounts maintained by Mortgagor in
connection with the Premises and all the monies contained therein, including but not limited to
Mortgagor's operating account, all tenant security account(s) for the Premises, any interest
reserve accounts and the tax payment and any reserve accounts.
"Chattels"
means all fixtures, fittings, appliances, apparatus, equipment, machinery and
articles of personal property and replacements thereof, other than those owned by lessees, now or
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
at any time hereafter affixed to, attached to, placed upon, or used in any way in connection with
the complete and comfortable use, enjoyment, occupancy or operation of the Improvements (as
hereinafter defined).
"Contracts"
means collectively all contracts, agreements and understandings now or
hereafter entered into, relating to or involving the performance of any work, rendering of any
services, and supply of any materials or the conduct of operations in and the management of the
Premises including, without limitation, construction contracts, brokerage agreements, architect
agreements, management agreements, options and other agreements, however characterized,
affecting the Premises and/or the Improvements or the public improvements required to be
installed under the terms of governmental approvals relating to the Premises.
Default"
"Events of means the events and circumstances described in Section 2.01 hereof.
"Guarantor"
is Yehoishiah Rubin, who has executed the Guaranty on the date hereof.
"Improvements"
means all structures or buildings and replacements thereof, to be erected
or now or hereafter located upon the Premises by Mortgagor, including all plant equipment,
apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said
structures or buildings.
"Intangibles" intangibles"
means all "general (as such quoted term is defined in the
Uniform Commercial Code of the state wherein the Premises are located) in any way relating to
the Premises and/or the Improvements and which the Mortgagor owns including (without
limitation), all licenses, trade names, good will and books and records relating to the business
operated or to be operated on the Premises or any part thereof, and all unearned premiums,
accrued, accruing or to accrue under all insurance policies now or hereafter obtained by the
Mortgagor insuring the Premises, as hereinafter defined, all proceeds, products, replacements,
additions, renewals and accessions of the foregoing and all rights and interest of the Mortgagor
thereunder.
"Note"
means the instrument delivered by Mortgagor on the date hereof, in the Mortgage
Amount. The note, together with any modifications or amendments thereto, if any, are hereinafter
collectively referred to as the "Note".
"Permits"
shall mean any and all permits, certificates, approvals and authorizations,
however characterized, issued or in any way furnished whether necessary or not, for the operation
and use of the Premises and/or the Improvements and/or any other portion of the Premises
including, without limitation, certificates of occupancy, building permits, environmental
certificates, certificates of operation, warranties and guarantees.
"Plans"
means collectively all plans, drawings, specifications, site plans, subdivision
maps, sketches, contracts and agreements, however characterized from time to time prepared for
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
use in connection with the development, redevelopment or renovation of the Premises and
Improvements.
"Premises"
means the premises described in Schedule A hereto including all of the
easements, rights, privileges and appurtenances (including air rights) thereunto belonging or in
any way appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of
Mortgagor therein and in the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired.
Rate"
"Default shall have the same meaning as described in the Note.
All terms of this Mortgage which are not defined above shall have the meaning set forth
elsewhere in this Mortgage or in the Note.
GRANTING CLAUSE
NOW, THEREFORE, Mortgagor, in consideration of the premises and in order to
secure its obligations for payment of both the principal of, and the interest and any other sums
payable on, the Note or this Mortgage and the performance and observance of all the provisions
hereof and of the Note under certain circumstances, hereby gives, grants, bargains, sells,
warrants, alienates, demises, releases, conveys, assigns, transfers, mortgages, hypothecates,
deposits, pledges, sets over and confirms unto Mortgagee, all of its estate, right, title and interest
in, to and under any and all of the following described property (the "Premises") whether now
owned or held or hereafter acquired:
(i) the Premises;
(ii) the Improvements;
(iii) the Intangibles;
(iv) the Contracts;
(v) the Permits;
(vi) the Plans;
(vii) the Chattels;
(viii) all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or liquidated claims, including, without limitation, proceeds of hazard, flood
and title insurance and condemnation awards and any unearned premiums accrued, accruing or to
accrue under any and all insurance policies now or hereafter obtained by Mortgagor, and all
rights of Mortgagor to refunds of real estate taxes and assessments; and
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
(ix) all leases and lettings of the Premises, all subleases, lettings, licenses, and
occupancy/possession agreements covering the Premises or any part thereof now or hereafter
entered into and all right, title and interest of Mortgagor thereunder, including, without
limitation, cash or securities deposited thereunder to secure performance by the lessees of their
obligations thereunder, whether such cash or securities are to be held until the expiration of the
terms of such leases or subleases or applied to one or more of the installments of rent coming due
immediately prior to the expiration of such terms, including, the right upon the happening of an
Event of Default, to receive and collect the rents thereunder, all in accordance with this
Mortgage.
TO HAVE AND TO HOLD unto Mortgagee, its successors and assigns forever.
ARTICLE I
PARTICULAR COVENANTS, WARRANTIES AND
REPRESENTATIONS OF MORTGAGOR
Mortgagor covenants, warrants, represents and agrees as follows:
SECTION 1.01. Mortgagor warrants that all information provided to Mortgagee is
true, accurate and complete, in all material respects, and to the best of its knowledge does not
omit any material facts; and no insolvency or bankruptcy proceedings are pending against
Mortgagor.
SECTION 1.02. Mortgagor warrants that it is the actual record and beneficial owner
and holder of marketable title to an indefeasible fee estate in the Premises described in Schedule
"A"
hereto, subject to no lien, charge or encumbrance except such as are listed as exceptions to
title in the title policy insuring the lien of this Mortgage; that it will own the Chattels free and
clear of any liens and claims; and that this Mortgage is and will remain a valid and enforceable
first lien on the Premises subject only to the exceptions referred to above. Mortgagor has full
power and lawful authority to mortgage the Premises in the manner and form herein done or
intended hereafter to be done. Mortgagor will preserve such title, and will forever warrant and
defend the same to Mortgagee and will forever warrant and defend the validity and priority of the
lien hereof against the claims of all persons and parties whomsoever, subject to the foregoing.
SECTION 1.03. (a) The delivery of this Mortgage has been duly authorized by
all necessary action on the part of Mortgagor. Mortgagor will, at its sole cost and expense, and
without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further
acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and
assurances as Mortgagee shall from time to time reasonably require, for the better assuring,
conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024
conveyed, mortgaged or assigned or intended now or hereafter so to be, or which Mortgagor may
be or may hereafter become bound to convey, mortgage or assign to Mortgagee, or for carrying
out the intention or facilitating the performance of the terms of this Mortgage, or for filing,
registering or recording this Mortgage and, within ten (10) days after demand therefor, will
execute and deliver, and hereby authorizes Mortgagee to execute and file in Mortgagor's name,
to the extent it may lawfully do so, one or more financing statements, chattel mortgages or
comparable security instruments, and renewals thereof, to evidence more effectively the lien
hereof upon the Chattels.
(b) Mortgagor agrees to execute, re-execute, cause Guarantor or other third party(ies)
involved in the loan transaction secured hereby to execute and/or re-execute and to deliver to
Mortgagee or its legal counsel, as may be deemed appropriate by Mortgagee, any document or
instrument signed in connection with the Indebtedness secured by this Mortgage which was
incorrectly drafted and/or signed, as well as any document or instrument which should have been
signed at or prior to the execution and delivery of this Mortgage, but which was not so signed
and delivered, provided however, such obligation of Mortgagor shall not extend to the execution
of any new or redrafted document which materially and adversely adds to or changes the
obligations of Mortgagor beyond those set forth in or contemplated by the mortgage loan
commitment letter of Mortgagee to Mortgagor. Mortgagor agrees to comply with any written
request by Mortgagee within ten (10) days after receipt by Mortgagor of such request. Failure by
Mortgagor to so comply shall, at the option of Mortgagee, upon written notice to Mortgagor,
constitute an Event of Default hereunder.
SECTION 1.04. (a) Mortgagor forthwith upon the execution and delivery of
this Mortgage, and thereafter from time to time, will cause this Mortgage, and any security
instrument creating a lien or evidencing the lien hereof upon all or any portion of the Premises,
the Chattels and each instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in order to publish
notice of and fully protect the lien hereof upon, and the interest of Mortgagee in, the Premises.
(b) Mortgagor will pay all filing, registration or recording fees, and all expenses
incident to the execution and acknowledgment of this Mortgage, any mortgage supplemental
hereto, any security instrument with respect to the Chattels, and any instrument of further
assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties,
imposts, assessments and charges arising out of or in connection with the execution and delivery
of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with
respect to the Chattels or any instrument of further assurance.
SECTION 1.05. Mortgagor shall punctually pay the principal and interest and all
other sums to become due in respect of the Note at the time and place and in the manner
specified in the Note, according to the true intent and meaning thereof, and without offset,
counterclaim or defense thereto, all in any coin or currency of the United States of America
which at the time of such payment shall be legal tender for the payment of public and private
debts. Mortgagor hereby agrees to reimburse Mortgagee for any payments required by Section
FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM
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FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 EXHIBIT B FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 Donna G. Silberman, County Clerk NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 1 South Main St., Ste. 100 New City, NY 10956 (845) 638-5070 Rockland County Clerk Recording Cover Sheet Received From : Return To : DONALD DW LYNCH JR DONALD DW LYNCH JR Method Returned : FILE CABINET First GRANTOR 9 BOULDERBERG ROAD LLC First GRANTEE SHARESTATES INTERCAP LINE LLC Index Type : Land Records Instr Number : 2021-00029014 Book : Page : Type of Instrument : Mortgage Type of Transaction : Mtg Type B Recording Fee: $220.00 The Property affected by this instrument is situated in Stony Point, in the Pages : 36 County of Rockland, New York Recording Mortgage Taxes Located : Stony Point Property . . Serial Number : DM3550 Mortgage Amount : $259,000.00 Basic Tax : $1,295.00 State of New York Local Tax : $0.00 County of Rockland Additional Tax : $747.00 I hereby certify that the within and foregoing was recorded in the Clerk's office for Rockland County, Transportation Auth Tax : $647.50 New York SONYMA : $0.00 On (Recorded Date) : 07/13/2021 County Tax : $647.50 At (Recorded Time) : 2:47:00 PM Total : $3,337.00 Total Fees : $3,557.00 Doc ID - 053966450036 Donna G. Silberman County Clerk This sheet constitutes the Clerks endorsement required by Section 319 of Real Property Law of the State of New York Entered By: NYROCKLANDUSER19 Printed On : 07/14/2021 At : 8:41:18AM FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT between 9 BOULDÊRBERG ROAD LLC a New York Limited Liability Company 913 E.8th Street, Casa Grande, AZ 85122 to SHARESTATES INTERCAP LINE LLC a Delaware Limited Liability Company 45 North Station Plaza, Suite 400 Great Neck, New York 11021 Dated: as of March 17, 2021 ADDRESS OF MORTGAGED PROPERTY: 9 Boulderberg Road, Tomkins Cove, New York 10986 , County: Rockland Section: 10.4 Block: 2 Lot: 57 Return to & Prepared by: SHARESTATES INVESTMENTS, LLC ISAOA/ATIMA 45 North Station Plaza, Suite 400 Great Neck, New York 11021 P ISES IMPROVEDBY: [ 10R 2 FAMILYDWELLIN! [ ]3TORFAMILYDWELLIN4 [ ]0THERTHANt-6FAelLY t LLIN FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 RECITAL MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this "Mortgage") made as of the 17th day of March, 2021. BETWEEN 9 BOULDERBERG ROAD LLC, a New York Limited Liability Company, having an office and an address for purposes of notices and legal process at 913 E.8th Street, Casa Grande, AZ 85122 (the "Mortgagor"), as Mortgagor, and SHARESTATES INTERCAP LINE LLC, a Delaware limited liability company, having an address at 45 North Station Plaza, Suite 400, Great Neck, NY 11021 (the "Mortgagee"), as Mortgagee, WI T N E S S E T H : Mortgagor is the owner of the premises described in Schedule A hereto and the improvements thereon. On even date, Mortgagor has delivered a note in favor of Mortgagee in the amount of TWO HUNDRED FIFTY NINE THOUSAND and 00/100 DOLLARS ($259,000.00) (the "Mortgage Amount") borrowed from Mortgagee by Mortgagor, obligating Mortgagor to pay the Mortgage Amount (and any other amounts advanced by Mortgagee pursuant to the terms hereof) under certain circumstances. CERTAIN DEFINITIONS Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified, such definitions to be applicable equally to the singular and the plural forms of such terms. Accounts" "Bank means collectively all bank accounts maintained by Mortgagor in connection with the Premises and all the monies contained therein, including but not limited to Mortgagor's operating account, all tenant security account(s) for the Premises, any interest reserve accounts and the tax payment and any reserve accounts. "Chattels" means all fixtures, fittings, appliances, apparatus, equipment, machinery and articles of personal property and replacements thereof, other than those owned by lessees, now or FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 at any time hereafter affixed to, attached to, placed upon, or used in any way in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Improvements (as hereinafter defined). "Contracts" means collectively all contracts, agreements and understandings now or hereafter entered into, relating to or involving the performance of any work, rendering of any services, and supply of any materials or the conduct of operations in and the management of the Premises including, without limitation, construction contracts, brokerage agreements, architect agreements, management agreements, options and other agreements, however characterized, affecting the Premises and/or the Improvements or the public improvements required to be installed under the terms of governmental approvals relating to the Premises. Default" "Events of means the events and circumstances described in Section 2.01 hereof. "Guarantor" is Yehoishiah Rubin, who has executed the Guaranty on the date hereof. "Improvements" means all structures or buildings and replacements thereof, to be erected or now or hereafter located upon the Premises by Mortgagor, including all plant equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said structures or buildings. "Intangibles" intangibles" means all "general (as such quoted term is defined in the Uniform Commercial Code of the state wherein the Premises are located) in any way relating to the Premises and/or the Improvements and which the Mortgagor owns including (without limitation), all licenses, trade names, good will and books and records relating to the business operated or to be operated on the Premises or any part thereof, and all unearned premiums, accrued, accruing or to accrue under all insurance policies now or hereafter obtained by the Mortgagor insuring the Premises, as hereinafter defined, all proceeds, products, replacements, additions, renewals and accessions of the foregoing and all rights and interest of the Mortgagor thereunder. "Note" means the instrument delivered by Mortgagor on the date hereof, in the Mortgage Amount. The note, together with any modifications or amendments thereto, if any, are hereinafter collectively referred to as the "Note". "Permits" shall mean any and all permits, certificates, approvals and authorizations, however characterized, issued or in any way furnished whether necessary or not, for the operation and use of the Premises and/or the Improvements and/or any other portion of the Premises including, without limitation, certificates of occupancy, building permits, environmental certificates, certificates of operation, warranties and guarantees. "Plans" means collectively all plans, drawings, specifications, site plans, subdivision maps, sketches, contracts and agreements, however characterized from time to time prepared for FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 use in connection with the development, redevelopment or renovation of the Premises and Improvements. "Premises" means the premises described in Schedule A hereto including all of the easements, rights, privileges and appurtenances (including air rights) thereunto belonging or in any way appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of Mortgagor therein and in the streets and ways adjacent thereto, either in law or in equity, in possession or expectancy, now or hereafter acquired. Rate" "Default shall have the same meaning as described in the Note. All terms of this Mortgage which are not defined above shall have the meaning set forth elsewhere in this Mortgage or in the Note. GRANTING CLAUSE NOW, THEREFORE, Mortgagor, in consideration of the premises and in order to secure its obligations for payment of both the principal of, and the interest and any other sums payable on, the Note or this Mortgage and the performance and observance of all the provisions hereof and of the Note under certain circumstances, hereby gives, grants, bargains, sells, warrants, alienates, demises, releases, conveys, assigns, transfers, mortgages, hypothecates, deposits, pledges, sets over and confirms unto Mortgagee, all of its estate, right, title and interest in, to and under any and all of the following described property (the "Premises") whether now owned or held or hereafter acquired: (i) the Premises; (ii) the Improvements; (iii) the Intangibles; (iv) the Contracts; (v) the Permits; (vi) the Plans; (vii) the Chattels; (viii) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of hazard, flood and title insurance and condemnation awards and any unearned premiums accrued, accruing or to accrue under any and all insurance policies now or hereafter obtained by Mortgagor, and all rights of Mortgagor to refunds of real estate taxes and assessments; and FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 (ix) all leases and lettings of the Premises, all subleases, lettings, licenses, and occupancy/possession agreements covering the Premises or any part thereof now or hereafter entered into and all right, title and interest of Mortgagor thereunder, including, without limitation, cash or securities deposited thereunder to secure performance by the lessees of their obligations thereunder, whether such cash or securities are to be held until the expiration of the terms of such leases or subleases or applied to one or more of the installments of rent coming due immediately prior to the expiration of such terms, including, the right upon the happening of an Event of Default, to receive and collect the rents thereunder, all in accordance with this Mortgage. TO HAVE AND TO HOLD unto Mortgagee, its successors and assigns forever. ARTICLE I PARTICULAR COVENANTS, WARRANTIES AND REPRESENTATIONS OF MORTGAGOR Mortgagor covenants, warrants, represents and agrees as follows: SECTION 1.01. Mortgagor warrants that all information provided to Mortgagee is true, accurate and complete, in all material respects, and to the best of its knowledge does not omit any material facts; and no insolvency or bankruptcy proceedings are pending against Mortgagor. SECTION 1.02. Mortgagor warrants that it is the actual record and beneficial owner and holder of marketable title to an indefeasible fee estate in the Premises described in Schedule "A" hereto, subject to no lien, charge or encumbrance except such as are listed as exceptions to title in the title policy insuring the lien of this Mortgage; that it will own the Chattels free and clear of any liens and claims; and that this Mortgage is and will remain a valid and enforceable first lien on the Premises subject only to the exceptions referred to above. Mortgagor has full power and lawful authority to mortgage the Premises in the manner and form herein done or intended hereafter to be done. Mortgagor will preserve such title, and will forever warrant and defend the same to Mortgagee and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, subject to the foregoing. SECTION 1.03. (a) The delivery of this Mortgage has been duly authorized by all necessary action on the part of Mortgagor. Mortgagor will, at its sole cost and expense, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM INDEX NO. 031324/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/11/2024 conveyed, mortgaged or assigned or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey, mortgage or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, within ten (10) days after demand therefor, will execute and deliver, and hereby authorizes Mortgagee to execute and file in Mortgagor's name, to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, and renewals thereof, to evidence more effectively the lien hereof upon the Chattels. (b) Mortgagor agrees to execute, re-execute, cause Guarantor or other third party(ies) involved in the loan transaction secured hereby to execute and/or re-execute and to deliver to Mortgagee or its legal counsel, as may be deemed appropriate by Mortgagee, any document or instrument signed in connection with the Indebtedness secured by this Mortgage which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to the execution and delivery of this Mortgage, but which was not so signed and delivered, provided however, such obligation of Mortgagor shall not extend to the execution of any new or redrafted document which materially and adversely adds to or changes the obligations of Mortgagor beyond those set forth in or contemplated by the mortgage loan commitment letter of Mortgagee to Mortgagor. Mortgagor agrees to comply with any written request by Mortgagee within ten (10) days after receipt by Mortgagor of such request. Failure by Mortgagor to so comply shall, at the option of Mortgagee, upon written notice to Mortgagor, constitute an Event of Default hereunder. SECTION 1.04. (a) Mortgagor forthwith upon the execution and delivery of this Mortgage, and thereafter from time to time, will cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon all or any portion of the Premises, the Chattels and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully protect the lien hereof upon, and the interest of Mortgagee in, the Premises. (b) Mortgagor will pay all filing, registration or recording fees, and all expenses incident to the execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Chattels, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Chattels or any instrument of further assurance. SECTION 1.05. Mortgagor shall punctually pay the principal and interest and all other sums to become due in respect of the Note at the time and place and in the manner specified in the Note, according to the true intent and meaning thereof, and without offset, counterclaim or defense thereto, all in any coin or currency of the United States of America which at the time of such payment shall be legal tender for the payment of public and private debts. Mortgagor hereby agrees to reimburse Mortgagee for any payments required by Section FILED: ROCKLAND COUNTY CLERK 03/11/2024 02:38 PM