Preview
FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
EXHIBITB
EXHIBIT B
(Immediately Follows
(Immediately Follows This
This Page)
Page)
FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
AC
SUFFOLK COUNTY CLERK
RECORDS OFFICE
RECORDING PAGE
Type of Instrument: MECA (EXT/CON/MOD) Recorded: 02/15/2022
Number of Pages: 32 At: 02:50:24 PM
Receipt Number : 22-0025235
MORTGAGE NUMBER: DM065155 LIBER: M00023380
PAGE: 574
District: Section: Block: Lot:
0300 055.00 05.00 007.000
EXAMINED AND CHARGED AS FOLLOWS
Mortgage Amount: $1,500,000.00
Received the Following Fees For Above Instrument
Exempt Exempt
Page/Filing $160 00 NO Handling §20.00 NO
COE $5. 00 NO NYS SRCHG $15.00 NO
Affidavit $5. 00 NO Notation $0.00 NO
Cert.Copies $0 .00 No RPT $200.00 NO
RPT-MTG Fee $200 .00 No Mort .Basic $0.00 NO
Mort .Addl $0. 00 NO Mort .SplAddl $0.00 NO
Mort.SplAsst $o. 00 NO
Fees Paid $605.00
MORTGAGE NUMBER: DM065155
TBIS PAGE IS A PART OF THE INSTRUMENT
THIS IS NOT A BILL
JUDITH A. PASCALE
County Clerk, Suffolk County
FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
Number of pages * RECORDED
2022 Feb 15 02:50:24 PM
JUDITH A. PASCALE
‘ CLERK OF
This document will be public
. ° SUFFOLK COUNTY
record. Please remove all : L M0G023380
Social Security Numbers P S74
prior to recording. — DMO65153
Deed / Mortgage Instrument Deed / Mortgage Tax Stamp. Recording / Filing Stamps
3] FEES SOD B00 +
Page / Filing Fee VA lfeQ —
ah 1. basic Tax Ty,
Handling 20. 00
2. Additional Tax a
TP-584 , Sub Total
Spec./Assit.
Notation ! SO ;
EA-52 17 (County) Sub Total { Ri. SO spec. /Add.
EA-5217 (State) TOT. MTG. TAX
, ~~
Dual Town, Dual County
R.P.T.S.A. Held forAppointment
Comm. of Ed. . 5. 00 Transfer Tax
Mansion Tax
atid SO S ua
The property covered by this mortgage Is
Certified Copy or will be improved by a one or two
NYS Surcharge aS. 0O famity dwelling only.
. Sub Total YES orNO
Other Hn X ) : —_
. Grand Total 0) b 2 SO If NO, see appropriate tax clause on
Fu page #_ of this instrument.
4. Dist.030! 4760861 0300 05500 0500 007000 ) 5 | Community Preservation Fund
Real Property PTs | | Consideration Amount $
Tax Service R SMA li |
Agency. 01-FEB. CPF Tax Due $
Verification
: te ee ee — --. ~ Improved
Satisfactions/Discharges/Releases List
Lis t Property Owners
¢ Mailing Address
6 RD & RET! Vacant Land
Mavrides, Molal, Packman & Sadkin
Attn: Eric Sadkin TD
276 Fifth Avenue, Suite 404
New york, New York 10001 TO
; TD
Mail-td: Judith A. Pascale, Suffolk County Clerk > | Title Company Information
310 Center Drive, Riverhead, NY 11901 Co. NameBarrister
Land LLC
www. suffolkcountyny. gov/clerk
‘Title # BR44107S
a | Suffolk County Recording & Endorsement Page
_This page forms part of the attached Agreement of Consolidation, Extension and Modification of Mortgage made
by: (SPECIFY TYPE OF INSTRUMENT)
Stone Arch Capital LLC - The premises herein is situated in
SUFFOLK COUNTY, NEW YORK.
TO In the TOWN of East Hampton
8 North Cape Ln LLC: In the VILLAGE
or HAMLET of
BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING.
(over)
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
IMPORTANT NOTICE
If the document you've just recorded is your. SATISFACTION OE MOR TGAGE, please be aware of
the following:
If a portion of your monthly mortgage payment included your property taxes, * you will now need to
contact your local Town T ax Receiver so that you may be billed directly for all future property tax
statements.
Local property taxes are payable twice a year: on or before January 10. and on. or before May 31x.
Failure to make payments in a timely fashion could result in a penalty.
Please contact your local’ Town Tax Receiver with any questions regarding property tax
payment. . .
Babylon Town Receiver of Taxes . Riverhead Town Receiver of Taxes
200 East Sunrise Highway . 200 Howell Avenue
North Lindenhurst, N.Y. 11757 Riverhead, N.Y. 11901
(631) 957-3004 . (631) 727-3200
Brookhaven Town Receiver of Taxes Shelter Island Town Receiver of Taxes
One Independence Hill - Shelter Island Town Hall :
Farmingville, N.Y. 11738 Shelter Island, N.Y. 11964
(631) 451-9009 (631) 749-3338
East Hampton Town Receiver of Taxes . . Smithtown Town Receiver of Taxes
300 Pantigo Place _ ° 99 West Main Street
East Hampton, N.Y. 11937 ’ . _ Smithtown, N.Y. 11787
(631) 324-2770 (631) 360-7610
Huntington Town Receiver of Taxes . 7 Southampton Town Receiver of Taxes
160 Main Street 116 Hampton Road
Huntington, N.Y. 11743 7 Southampton, N.Y. 11968
{631) 351-3217 ° (631) 702-2470.
Islip Town Receiver of Taxes , . Southold Town Receiver of Taxes
40 Nassau Avenue 53095 Main Street
Istip, N.Y. 11751 . Southold, N.Y. 11971
(631) 224-5580 . (631) 765-1803 -
Sincerely,
Judith A. Pascale
Suffolk County Clerk
2/39
12-0104., /06kd
OS
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STONE ARCH CAPITAL LLC
(Mortgagor)
to
8 NORTH CAPE LN LLC
(Mortgagee)
AGREEMENT OF CONSOLIDATION, EXTENSION
AND MODIFICATION OF MORTGAGE
Dated: as of January 11, 2022
Premises: 8 North Cape Lane
East Hampton, New York 11937
Block: 05.00
Lot: 007.000
County: Suffolk
RECORD AND RETURN TO:
Mavrides, Moyal, Packman & Sadkin, LLP
276 Fifth Avenue, Suite 404
New York, New York 10001
Attention: Eric Sadkin, Esq.
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
AGREEMENT OF CONSOLIDATION, EXTENSION
AND MODIFICATION OF MORTGAGE
THIS AGREEMENT OF CONSOLIDATION, EXTENSION AND MODIFICATION OF
MORTGAGE (this “Agreement”) made as of the 11" day of January, 2022 by STONE ARCH
CAPITAL LLC, a Nevada limited liability company having an address for purposes of notices and
legal process at 254 Park Avenue South, Unit 12D, New York, New York 10010 (the
“Mortgagor”),in favor of 8 NORTH CAPE LN LLC, a New York limited liability company
having offices at 122 East 42™ Street, Suite 1903, New York, New York 10168, or its successors
or assigns (the “Mortgagee”).
WITNESSETH:
WHEREAS, Mortgagor is the fee owner of the real property described in Schedule A
attached hereto (the “Premises”) and Mortgagee is the owner and holder of those certain
mortgages, as assumed, covering the fee estate of Mortgagor in the Premises, as more particularly
described on Schedule B attached hereto (collectively, the “Existing Mortgages”) and of the
notes, bonds or other obligations secured thereby, as assumed (collectively, the “Existing Notes”);
WHEREAS, Mortgagor is now owing on the Existing Notes and the Existing Mortgages
the unpaid principal sum of One Million Five Hundred Thousand and 00/100 Dollars
($1 500,000.00}#fozether with interest (said principal sum, interest and all other sums which may
or shall become due under the Existing Notes, and/or the Existing Mortgages, as modified,
extended, consolidated, amended and restated pursuant to the provisions hereof, being hereinafter,
collectively, the “Debt”); ~ See Sth ed lee B
WHEREAS, Mortgagor is the lawful owner of the Premises and has agreed to assume the
Existing Mortgages and, Mortgagee and Mortgagor have agreed to extend the liens of the Existing
Mortgages on the Premises and to modify the terms of the Existing Mortgages in the manner
hereinafter set forth; and
FIRST: The Existing Mortgages and the respective liens thereof are hereby spread over
those portions of the Mortgaged Property not already covered thereby, which Mortgaged Property
includes all of the right, title, interest and estate of Mortgagor, now owned, or hereafter acquired,
in and to the following property, rights, interests and estates (such property, rights and interests
being hereinbefore and hereinafter, collectively, the “Mortgaged Property”):
(a) the Premises;
(b) all buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter located on the Premises
(collectively, the “Improvements”);
(c) all easements, rights-of-way, strips and gores of land, streets, ways, alleys,
passages, sewer rights, water, water courses, water rights and powers, air rights and development
rights, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way
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belonging, relating or pertaining to the Premises and the Improvements and the reversion and
reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue,
opened or proposed, in front of or adjoining the Premises, to the center line thereof and all the
estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property,
possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to
the Premises and the Improvements and every part and parcel thereof, with the appurtenances
thereto;
(d) all machinery, equipment, fixtures (including but not limited to all heating, air
conditioning, plumbing, lighting, communications and elevator fixtures) and other property of
every kind and nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have
an interest, now or hereafter located upon the Premises and Improvements, or appurtenant thereto,
and usable in connection with the present or future operation and occupancy of the Premises and
the Improvements and all building equipment, materials and supplies of any nature whatsoever
owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located
upon the Premises and the Improvements, or appurtenant thereto, or usable in connection with the
present or future operation and occupancy of the Premises and the Improvements (collectively, the
“Equipment”), and the right, title and interest of Mortgagor in and to any of the Equipment which
may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted
and enacted by the state or states where any of the Mortgaged Property is located (the “UCC”),
superior in lien to the lien of the Existing Mortgage;
(e) all awards or payments, including interest thereon, which may heretofore and
hereafter be made with respect to the Mortgaged Property, whether from the exercise of the right
of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of
the exercise of said right), or for a change of grade, or for any other injury to or decrease in the
value of the Mortgaged Property;
(f) all leases and other agreements affecting the use, enjoyment or occupancy of the
Premises and the Improvements heretofore, now or hereafter entered into (collectively, the
“Leases”) and all rents, issues and profits (including all oil and gas or other mineral royalties and
bonuses) from the Premises and the Improvements (collectively, the “Rents”) and all proceeds
from the sale or other disposition of the Leases and the right to receive and apply the Rents to the
payment of the Debt;
(g) all proceeds of and any unearned premiums on any insurance policies covering the
Mortgaged Property, including, without limitation, the right to receive and apply the proceeds of
any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged
Property and all real estate tax and assessment refunds and credits at any time accruing to the
benefit of the Mortgagor on the Mortgaged Property, even if relating to taxes and assessments
payable for a period prior to the date hereof;
(h) all books, files, records, correspondence, orders and data processing material
(including, but not limited to, programs, cards, tapes, disks and tabulating runs) relating to any of
the foregoing and/or to Mortgagor’s data regarding tenants and rent rolls;
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(i) all plans, drawings, specifications, site plans, sketches, samples, contracts and
agreements, however characterized, at any time prepared for use in connection with the
construction, repair, renovation, operation or maintenance of the Improvements;
Q) all computer software and programs, instructions manuals and other materials of
any nature necessary or appropriate for the operation or use of any of the foregoing, and all licenses
and permits to own, hold and use such software, programs, manuals and other materials;
(k) all utility or municipal deposits made by or on behalf of Mortgagor or made in
connection with the Mortgaged Property;
(I) all deposit balances of Mortgagor in any currency in any bank account(s) with
Mortgagee at any of its offices and/or any depository pursuant to this Agreement and all
investments made by Mortgagee or any depository for Mortgagor; such lien being in addition to
(and without limiting) any right of setoff, banker’s lien or counterclaim Mortgagee may otherwise
have;
(m) all products and proceeds of any of the foregoing; and
(n) the right, in the name and on behalf of Mortgagor, to appear in and defend any
action or proceeding brought with respect to the Mortgaged Property and to commence any action
or proceeding to protect the interest of Mortgagee in the Mortgaged Property.
SECOND: The liens of the Existing Mortgages as so spread, are hereby consolidated,
amended and restated so that together they shall hereafter constitute in law but one mortgage, a
single lien, covering the Mortgaged Property and securing the principal sum of One Million Five
Hundred Thousand and 00/100 Dollars ($1,500,000.00), together with interest thereon as
hereinafter provided.
THIRD: The Existing Notes and the respective debts evidenced thereby have been
combined and coordinated to constitute one consolidated indebtedness in the principal sum of One
Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), payable pursuant to the
terms of that certain Consolidated, Amended and Restated Promissory Note of even date herewith
made by Mortgagor as Maker to the order of Mortgagee as Payee (the “Restated Note”). All
references to the “Note” shall refer to the Existing Notes as combined, consolidated, modified,
amended and restated pursuant to the provisions of the Restated Note. All references to the
“Mortgage” shall refer to the Existing Mortgages as spread, coordinated, combined, consolidated,
modified, amended and restated pursuant to the provisions of this Agreement.
FOURTH: The Debt shall, without notice, become immediately due and payable at the
option of Mortgagee if any payment required herein is not paid when due or on the happening of
any “Event of Default” (hereinafter defined). All of the terms, covenants and conditions contained
in this Mortgage are hereby made part of the Note to the same extent and with the same force as if
they were fully set forth therein.
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FIFTH: Mortgagor waives presentment and demand for payment, notice of dishonor,
protest and notice of protest of the Note.
SIXTH: Mortgagor shall promptly cause this Mortgage 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 and fully to protect the lien of this Mortgage upon, and the interest of
Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing, registration and recording
fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage,
and all Federal, state, county or municipal taxes, duties, imposts, assessments and charges arising
out of or in connection with the filing, registration, recording, execution and delivery of this
Mortgage and Mortgagor shall hold harmless and indemnify Mortgagee against any liability
incurred by reason of the imposition of any tax on the issuance, making, filing, registration or
recording of this Mortgage.
SEVENTH: Mortgagor represents, warrants and covenants that: (i) there are no offsets,
counterclaims or defenses against the Debt, this Mortgage or the Note; (ii) the Mortgagor (and the
undersigned representative of Mortgagor, if any) has full power, authority and legal right to
execute this Mortgage and to keep and observe all of the terms of this Mortgage on Mortgagor’s
part to be observed or performed; and (iii) the Note and this Mortgage constitute valid and binding
obligations of Mortgagor.
EIGHTH: This Mortgage, and any provision hereof, may not be modified, amended,
waived, extended, changed, discharged or terminated orally or by any act or failure to act on the
part of Mortgagor or Mortgagee, but only by an agreement in writing signed by the party against
whom the enforcement of any modification, amendment, waiver, extension, change, discharge or
termination is sought.
NINTH: This Mortgage shall be binding upon and inure to the benefit of Mortgagor and
Mortgagee and their respective successors and assigns.
TENTH: This Mortgage may be executed in any number of duplicate originals and each
such duplicate original shall be deemed to be an original.
ELEVENTH: If any term, covenant or condition of this Mortgage shall be held to be
invalid, illegal or unenforceable in any respect, this Mortgage shall be construed without such
provision.
TWELFTH: This Mortgage shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of America.
THIRTEENTH: This Mortgage, as herein modified, consolidated, amended and restated,
is hereby ratified and confirmed in all respects by Mortgagor, and the terms, covenants and
provisions of this Mortgage are hereby consolidated, modified, amended and restated so that
henceforth the terms, covenants and provisions of this Mortgage shall read the same as the
following numbered Sections:
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
Mortgagor represents and warrants to and covenants and agrees
with Mortgagee as follows:
SECTION 1. Payment _of Debt and Incorporation of Covenants, Conditions and
Agreements.
Mortgagor will pay the Debt at the time and in the manner provided in the Note and in this
Mortgage. All the covenants, conditions and agreements contained in: (a) the Note; and (b) all
and any of the documents other than the Note or this Mortgage now or hereafter executed by
Mortgagor, Steven Ostad, an individual (the “Guarantor”) and/or others and by or in favor of
Mortgagee, which wholly or partially secure or guaranty payment of the Debt (collectively, the
“Other Security Documents”), as such term is defined in that certain Loan Agreement made by
Mortgagor, as borrower, and Mortgagee, as lender, dated the date hereof (the “Loan Agreement”),
are hereby made a part of this Mortgage to the same extent and with the same force as if fully set
forth herein.
SECTION 2. Application of Payments.
Unless applicable law provides otherwise, all payments received by Mortgagee from
Mortgagor under the Note or this Mortgage shall be applied by Mortgagee in the following order
of priority: (i) amounts payable to Mortgagee by Mortgagor under Section 6 hereof; (ii) late
charges payable under the Note; (iii) interest payable on the Note; (iv) principal of the Note; (v)
interest payable on advances made pursuant to Section 24 hereof; (vi) principal of advances made
pursuant to Section 24 hereof; and (vii) any other sums secured by this Mortgage in such order as
Mortgagee, at Mortgagee’s option, may determine; provided, however, that Mortgagee may, at
Mortgagee’s option, apply any sums payable pursuant to Section 24 hereof prior to interest on and
principal of the Note, but such application shall not otherwise affect the order of priority of
application specified in this Section 2.
SECTION 3. Warranty of Title.
Mortgagor warrants that Mortgagor has good title to the Mortgaged Property and has the
right to mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and
hypothecate the same and that Mortgagor possesses an unencumbered fee estate in the Premises
and the Improvements and that it owns the Mortgaged Property free and clear of all liens,
encumbrances and charges whatsoever except for those exceptions shown in the title insurance
policy insuring the lien of this Mortgage. Mortgagor shall forever warrant, defend and preserve
such title and the validity and priority of the lien of this Mortgage and shall forever warrant and
defend the same to Mortgagee against the claims of all persons whomsoever.
SECTION 4. Insurance.
(a) Mortgagor will keep the Mortgaged Property insured against loss or damage by
fire, flood and such other hazards, risks and matters, including, without limitation, business
interruption, rental loss, public liability, and boiler damage and liability, as Mortgagee may from
time to time require in amounts required by Mortgagee, and shall pay the premiums for such
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insurance (collectively, the “Insurance Premiums”) as the same become due and payable. All
policies of insurance (collectively, the “Policies”) shal! be issued by insurers acceptable to
Mortgagee and shall contain the standard New York mortgagee non-contribution clause naming
Mortgagee as the person to which all payments made by such insurance company shall be paid.
Mortgagor will assign and deliver the Policies to Mortgagee. Not later than thirty (30) days prior
to the expiration date of each of the Policies, Mortgagor will deliver evidence satisfactory to
Mortgagee of the renewal of each of the Policies. Each insurance policy required by this Mortgage
shall include: (i) effective waivers (whether under the terms of any such policy or otherwise) by
the insurer of al] claims for insurance premiums against all mortgagees, loss payees and named
additional insured other than the Mortgagor (provided that the Mortgagee shall have the right to
pay premiums and continue any insurance upon the insolvency of the Mortgagor or the foreclosure
or other transfer of the Mortgaged Property) and of all rights of subrogation against any named or
additional insured; (ii) except in the case of liability insurance and workers’ compensation
insurance, provide that any lawsuits shall be payable notwithstanding (x) any act, failure to act,
negligence of or violation or breach of warranties, declaration or conditions contained in such
policy by the Mortgagor or the Mortgagee or any other named or additional insured or loss payee;
(y) any foreclosure or other proceeding or notice of sale relating to the insured properties; or (z)
any change in the title to or ownership or possession of the insured properties; (iii) provide that if
all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give
notice thereof to each named or additional insured and loss payee, and that no cancellation,
termination, expiration or reduction in amount or material change in coverage thereof shall be
effective until at least thirty (30) days after receipt by each named or additional insured and loss
payee of written notice thereof; (iv) not be subject to a deductible in excess of amounts as shall be
reasonably satisfactory to Mortgagee; and (v) shall be non-assessable and contain such expiration
dates as the Mortgagee may reasonably require.
(b) _—_In the event of loss, Mortgagor shall give immediate written notice to the insurance
carrier and to Mortgagee. Mortgagor hereby authorizes and empowers Mortgagee as attorney-in-
fact for Mortgagor to make proof of loss, to adjust and compromise any claim under insurance
policies, to appear in and prosecute any action arising from such insurance policies, to collect and
receive insurance proceeds, and to deduct therefrom Mortgagee’s expenses incurred in the
collection of such proceeds (said insurance proceeds, after such deduction of expenses, being the
“Net Proceeds”); provided, however, that nothing contained in this subsection (b) shall require
Mortgagee to incur any expense or take any action hereunder. Mortgagor further authorizes
Mortgagee, at Mortgagee’s option, either: (i) to hold the Net Proceeds for the account of Mortgagor
to be used to reimburse Mortgagor for the cost of reconstruction or repair of the Mortgaged
Property (“Restoration”); or (ii) to apply the Net Proceeds to the payment of the sums secured by
this Mortgage, whether or not then due, in such priority and proportions as Mortgagee in its
discretion shall deem proper.
(c) If the Net Proceeds are applied to the payment of the sums secured by this
Mortgage, any such application of proceeds to principal shall neither extend nor postpone the due
dates of the monthly installments to be made pursuant to the Note, nor shall such application
change the amounts of such installments. If the Mortgaged Property is sold pursuant to Section
23 hereof or if Mortgagee acquires title to the Mortgaged Property, Mortgagee shall have all of the
right, title and interest of Mortgagor in and to any insurance policies and unearned premiums
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thereon and in and to the proceeds resulting from any damage to the Mortgaged Property prior to
such sale or acquisition.
(d) The excess, ifany, of the Net Proceeds remaining after payment of the entire Debt
as provided herein shall be paid to Mortgagor.
(e) In the event Mortgagor shall not obtain insurance coverage as required herein,
Mortgagee shall have the right, but not the obligation, to obtain said coverage at Mortgagor’s sole
cost and expense.
(A Notwithstanding anything to the contrary contained herein or in Section 254 of the
Real Property Law of the State of New York or any other provision of applicable law, the proceeds
of insurance policies coming into the possession of Mortgagee shall not be deemed trust funds and
Mortgagee shall be entitled to dispose of such funds as provided herein.
SECTION 5. Payment of Taxes, etc.
Mortgagor shall pay all taxes, assessments, water rates, frontage charges and sewer rents,
now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof
(collectively, the “Taxes”) and all ground rents, maintenance charges, other governmental
impositions and other charges, including, without limitation, vault charges and license fees for the
use of vaults, chutes and similar areas adjoining the Premises, now or hereafter levied or assessed
or imposed against the Mortgaged Property or any part thereof (collectively, the “Other
Charges”) as same become due and payable. Mortgagor will deliver to Mortgagee, promptly upon
Mortgagee’s request, evidence satisfactory to Mortgagee that the Taxes and Other Charges have
been so paid or are not then delinquent. Mortgagor shall not suffer and shall promptly cause to be
paid and discharged any lien or charge whatsoever which may be or become a lien or charge
against the Mortgaged Property, and shall promptly pay for all utility services provided to the
Mortgaged Property. Mortgagor shall furnish to Mortgagee receipts for the payment of the Taxes,
Other Charges and said utility services prior to the date the same shall become delinquent.
SECTION 6. Escrow Fund.
Mortgagor may be required to pay to Mortgagee an amount which would be sufficient to
pay (a) the Taxes and the Other Charges which are payable, or estimated by Mortgagee to be
payable, during the next ensuing twelve (12) months, and (b) such other funds as reasonably
requested by Mortgagee (said amounts above collectively called the “Escrow Fund”). Mortgagor
hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Escrow Fund
as additional security for the payment of the Debt. Mortgagee will apply the Escrow Fund to
payments of Taxes and Other Charges required to be made by Mortgagor pursuant to Section 5
hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Other
Charges pursuant to Section 5 hereof, Mortgagee shall, in its discretion, return any excess to
Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In
allocating such excess, Mortgagee may deal with the person shown on the records of Mortgagee
to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items
set forth above, Mortgagor shall promptly pay to Mortgagee, upon demand, an amount which
FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
Mortgagee shall estimate as sufficient to make up the deficiency. Upon the occurrence of an Event
of Default (hereinafter defined) Mortgagee may apply any sums then present in the Escrow Fund
to the payment of the following items in any order in its sole discretion:
(a) | Taxes and Other Charges;
(b) ‘Insurance Premiums;
(c) Interest on the unpaid principal balance of the Note;
(d) | Amortization of the unpaid principal balance of the Note;
(e) All other sums payable pursuant to the Note, this Mortgage, and the Other Security
Documents, including without limitation advances made by Mortgagee pursuant to the terms of
this Mortgage.
The Escrow Fund shall not constitute a trust fund and may be commingled with other
monies held by Mortgagee. No earnings or interest on the Escrow Fund shall be payable to
Mortgagor, unless otherwise required by law.
SECTION 7. Condemnation.
(a) Mortgagor shall promptly notify Mortgagee of any action or proceeding relating to
any condemnation or other taking, whether direct or indirect, of the Mortgaged Property or any
part thereof, and Mortgagor shall appear in and prosecute any such action or proceeding unless
otherwise directed by Mortgagee in writing. Mortgagor authorizes Mortgagee, at Mortgagee’s
option, as attorney-in-fact for Mortgagor, to commence, appear in and prosecute, in Mortgagee’s
or Mortgagor’s name, any action or proceeding relating to any condemnation or other taking of
the Mortgaged Property, whether direct or indirect, and to settle or compromise any claim in
connection with such condemnatio
Preview
FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 EXHIBITB EXHIBIT B (Immediately Follows (Immediately Follows This This Page) Page) FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 AC SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: MECA (EXT/CON/MOD) Recorded: 02/15/2022 Number of Pages: 32 At: 02:50:24 PM Receipt Number : 22-0025235 MORTGAGE NUMBER: DM065155 LIBER: M00023380 PAGE: 574 District: Section: Block: Lot: 0300 055.00 05.00 007.000 EXAMINED AND CHARGED AS FOLLOWS Mortgage Amount: $1,500,000.00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $160 00 NO Handling §20.00 NO COE $5. 00 NO NYS SRCHG $15.00 NO Affidavit $5. 00 NO Notation $0.00 NO Cert.Copies $0 .00 No RPT $200.00 NO RPT-MTG Fee $200 .00 No Mort .Basic $0.00 NO Mort .Addl $0. 00 NO Mort .SplAddl $0.00 NO Mort.SplAsst $o. 00 NO Fees Paid $605.00 MORTGAGE NUMBER: DM065155 TBIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 Number of pages * RECORDED 2022 Feb 15 02:50:24 PM JUDITH A. PASCALE ‘ CLERK OF This document will be public . ° SUFFOLK COUNTY record. Please remove all : L M0G023380 Social Security Numbers P S74 prior to recording. — DMO65153 Deed / Mortgage Instrument Deed / Mortgage Tax Stamp. Recording / Filing Stamps 3] FEES SOD B00 + Page / Filing Fee VA lfeQ — ah 1. basic Tax Ty, Handling 20. 00 2. Additional Tax a TP-584 , Sub Total Spec./Assit. Notation ! SO ; EA-52 17 (County) Sub Total { Ri. SO spec. /Add. EA-5217 (State) TOT. MTG. TAX , ~~ Dual Town, Dual County R.P.T.S.A. Held forAppointment Comm. of Ed. . 5. 00 Transfer Tax Mansion Tax atid SO S ua The property covered by this mortgage Is Certified Copy or will be improved by a one or two NYS Surcharge aS. 0O famity dwelling only. . Sub Total YES orNO Other Hn X ) : —_ . Grand Total 0) b 2 SO If NO, see appropriate tax clause on Fu page #_ of this instrument. 4. Dist.030! 4760861 0300 05500 0500 007000 ) 5 | Community Preservation Fund Real Property PTs | | Consideration Amount $ Tax Service R SMA li | Agency. 01-FEB. CPF Tax Due $ Verification : te ee ee — --. ~ Improved Satisfactions/Discharges/Releases List Lis t Property Owners ¢ Mailing Address 6 RD & RET! Vacant Land Mavrides, Molal, Packman & Sadkin Attn: Eric Sadkin TD 276 Fifth Avenue, Suite 404 New york, New York 10001 TO ; TD Mail-td: Judith A. Pascale, Suffolk County Clerk > | Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. NameBarrister Land LLC www. suffolkcountyny. gov/clerk ‘Title # BR44107S a | Suffolk County Recording & Endorsement Page _This page forms part of the attached Agreement of Consolidation, Extension and Modification of Mortgage made by: (SPECIFY TYPE OF INSTRUMENT) Stone Arch Capital LLC - The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of East Hampton 8 North Cape Ln LLC: In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. (over) FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 IMPORTANT NOTICE If the document you've just recorded is your. SATISFACTION OE MOR TGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, * you will now need to contact your local Town T ax Receiver so that you may be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January 10. and on. or before May 31x. Failure to make payments in a timely fashion could result in a penalty. Please contact your local’ Town Tax Receiver with any questions regarding property tax payment. . . Babylon Town Receiver of Taxes . Riverhead Town Receiver of Taxes 200 East Sunrise Highway . 200 Howell Avenue North Lindenhurst, N.Y. 11757 Riverhead, N.Y. 11901 (631) 957-3004 . (631) 727-3200 Brookhaven Town Receiver of Taxes Shelter Island Town Receiver of Taxes One Independence Hill - Shelter Island Town Hall : Farmingville, N.Y. 11738 Shelter Island, N.Y. 11964 (631) 451-9009 (631) 749-3338 East Hampton Town Receiver of Taxes . . Smithtown Town Receiver of Taxes 300 Pantigo Place _ ° 99 West Main Street East Hampton, N.Y. 11937 ’ . _ Smithtown, N.Y. 11787 (631) 324-2770 (631) 360-7610 Huntington Town Receiver of Taxes . 7 Southampton Town Receiver of Taxes 160 Main Street 116 Hampton Road Huntington, N.Y. 11743 7 Southampton, N.Y. 11968 {631) 351-3217 ° (631) 702-2470. Islip Town Receiver of Taxes , . Southold Town Receiver of Taxes 40 Nassau Avenue 53095 Main Street Istip, N.Y. 11751 . Southold, N.Y. 11971 (631) 224-5580 . (631) 765-1803 - Sincerely, Judith A. Pascale Suffolk County Clerk 2/39 12-0104., /06kd OS FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 STONE ARCH CAPITAL LLC (Mortgagor) to 8 NORTH CAPE LN LLC (Mortgagee) AGREEMENT OF CONSOLIDATION, EXTENSION AND MODIFICATION OF MORTGAGE Dated: as of January 11, 2022 Premises: 8 North Cape Lane East Hampton, New York 11937 Block: 05.00 Lot: 007.000 County: Suffolk RECORD AND RETURN TO: Mavrides, Moyal, Packman & Sadkin, LLP 276 Fifth Avenue, Suite 404 New York, New York 10001 Attention: Eric Sadkin, Esq. FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 AGREEMENT OF CONSOLIDATION, EXTENSION AND MODIFICATION OF MORTGAGE THIS AGREEMENT OF CONSOLIDATION, EXTENSION AND MODIFICATION OF MORTGAGE (this “Agreement”) made as of the 11" day of January, 2022 by STONE ARCH CAPITAL LLC, a Nevada limited liability company having an address for purposes of notices and legal process at 254 Park Avenue South, Unit 12D, New York, New York 10010 (the “Mortgagor”),in favor of 8 NORTH CAPE LN LLC, a New York limited liability company having offices at 122 East 42™ Street, Suite 1903, New York, New York 10168, or its successors or assigns (the “Mortgagee”). WITNESSETH: WHEREAS, Mortgagor is the fee owner of the real property described in Schedule A attached hereto (the “Premises”) and Mortgagee is the owner and holder of those certain mortgages, as assumed, covering the fee estate of Mortgagor in the Premises, as more particularly described on Schedule B attached hereto (collectively, the “Existing Mortgages”) and of the notes, bonds or other obligations secured thereby, as assumed (collectively, the “Existing Notes”); WHEREAS, Mortgagor is now owing on the Existing Notes and the Existing Mortgages the unpaid principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1 500,000.00}#fozether with interest (said principal sum, interest and all other sums which may or shall become due under the Existing Notes, and/or the Existing Mortgages, as modified, extended, consolidated, amended and restated pursuant to the provisions hereof, being hereinafter, collectively, the “Debt”); ~ See Sth ed lee B WHEREAS, Mortgagor is the lawful owner of the Premises and has agreed to assume the Existing Mortgages and, Mortgagee and Mortgagor have agreed to extend the liens of the Existing Mortgages on the Premises and to modify the terms of the Existing Mortgages in the manner hereinafter set forth; and FIRST: The Existing Mortgages and the respective liens thereof are hereby spread over those portions of the Mortgaged Property not already covered thereby, which Mortgaged Property includes all of the right, title, interest and estate of Mortgagor, now owned, or hereafter acquired, in and to the following property, rights, interests and estates (such property, rights and interests being hereinbefore and hereinafter, collectively, the “Mortgaged Property”): (a) the Premises; (b) all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Premises (collectively, the “Improvements”); (c) all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 belonging, relating or pertaining to the Premises and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Premises, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto; (d) all machinery, equipment, fixtures (including but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Premises and Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Premises and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Premises and the Improvements (collectively, the “Equipment”), and the right, title and interest of Mortgagor in and to any of the Equipment which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Mortgaged Property is located (the “UCC”), superior in lien to the lien of the Existing Mortgage; (e) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Mortgaged Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Mortgaged Property; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Premises and the Improvements heretofore, now or hereafter entered into (collectively, the “Leases”) and all rents, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Premises and the Improvements (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (g) all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property and all real estate tax and assessment refunds and credits at any time accruing to the benefit of the Mortgagor on the Mortgaged Property, even if relating to taxes and assessments payable for a period prior to the date hereof; (h) all books, files, records, correspondence, orders and data processing material (including, but not limited to, programs, cards, tapes, disks and tabulating runs) relating to any of the foregoing and/or to Mortgagor’s data regarding tenants and rent rolls; FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 (i) all plans, drawings, specifications, site plans, sketches, samples, contracts and agreements, however characterized, at any time prepared for use in connection with the construction, repair, renovation, operation or maintenance of the Improvements; Q) all computer software and programs, instructions manuals and other materials of any nature necessary or appropriate for the operation or use of any of the foregoing, and all licenses and permits to own, hold and use such software, programs, manuals and other materials; (k) all utility or municipal deposits made by or on behalf of Mortgagor or made in connection with the Mortgaged Property; (I) all deposit balances of Mortgagor in any currency in any bank account(s) with Mortgagee at any of its offices and/or any depository pursuant to this Agreement and all investments made by Mortgagee or any depository for Mortgagor; such lien being in addition to (and without limiting) any right of setoff, banker’s lien or counterclaim Mortgagee may otherwise have; (m) all products and proceeds of any of the foregoing; and (n) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to commence any action or proceeding to protect the interest of Mortgagee in the Mortgaged Property. SECOND: The liens of the Existing Mortgages as so spread, are hereby consolidated, amended and restated so that together they shall hereafter constitute in law but one mortgage, a single lien, covering the Mortgaged Property and securing the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), together with interest thereon as hereinafter provided. THIRD: The Existing Notes and the respective debts evidenced thereby have been combined and coordinated to constitute one consolidated indebtedness in the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), payable pursuant to the terms of that certain Consolidated, Amended and Restated Promissory Note of even date herewith made by Mortgagor as Maker to the order of Mortgagee as Payee (the “Restated Note”). All references to the “Note” shall refer to the Existing Notes as combined, consolidated, modified, amended and restated pursuant to the provisions of the Restated Note. All references to the “Mortgage” shall refer to the Existing Mortgages as spread, coordinated, combined, consolidated, modified, amended and restated pursuant to the provisions of this Agreement. FOURTH: The Debt shall, without notice, become immediately due and payable at the option of Mortgagee if any payment required herein is not paid when due or on the happening of any “Event of Default” (hereinafter defined). All of the terms, covenants and conditions contained in this Mortgage are hereby made part of the Note to the same extent and with the same force as if they were fully set forth therein. FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 FIFTH: Mortgagor waives presentment and demand for payment, notice of dishonor, protest and notice of protest of the Note. SIXTH: Mortgagor shall promptly cause this Mortgage 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 and fully to protect the lien of this Mortgage upon, and the interest of Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing, registration and recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage, and all Federal, state, county or municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the filing, registration, recording, execution and delivery of this Mortgage and Mortgagor shall hold harmless and indemnify Mortgagee against any liability incurred by reason of the imposition of any tax on the issuance, making, filing, registration or recording of this Mortgage. SEVENTH: Mortgagor represents, warrants and covenants that: (i) there are no offsets, counterclaims or defenses against the Debt, this Mortgage or the Note; (ii) the Mortgagor (and the undersigned representative of Mortgagor, if any) has full power, authority and legal right to execute this Mortgage and to keep and observe all of the terms of this Mortgage on Mortgagor’s part to be observed or performed; and (iii) the Note and this Mortgage constitute valid and binding obligations of Mortgagor. EIGHTH: This Mortgage, and any provision hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Mortgagor or Mortgagee, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. NINTH: This Mortgage shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns. TENTH: This Mortgage may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original. ELEVENTH: If any term, covenant or condition of this Mortgage shall be held to be invalid, illegal or unenforceable in any respect, this Mortgage shall be construed without such provision. TWELFTH: This Mortgage shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. THIRTEENTH: This Mortgage, as herein modified, consolidated, amended and restated, is hereby ratified and confirmed in all respects by Mortgagor, and the terms, covenants and provisions of this Mortgage are hereby consolidated, modified, amended and restated so that henceforth the terms, covenants and provisions of this Mortgage shall read the same as the following numbered Sections: FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 Mortgagor represents and warrants to and covenants and agrees with Mortgagee as follows: SECTION 1. Payment _of Debt and Incorporation of Covenants, Conditions and Agreements. Mortgagor will pay the Debt at the time and in the manner provided in the Note and in this Mortgage. All the covenants, conditions and agreements contained in: (a) the Note; and (b) all and any of the documents other than the Note or this Mortgage now or hereafter executed by Mortgagor, Steven Ostad, an individual (the “Guarantor”) and/or others and by or in favor of Mortgagee, which wholly or partially secure or guaranty payment of the Debt (collectively, the “Other Security Documents”), as such term is defined in that certain Loan Agreement made by Mortgagor, as borrower, and Mortgagee, as lender, dated the date hereof (the “Loan Agreement”), are hereby made a part of this Mortgage to the same extent and with the same force as if fully set forth herein. SECTION 2. Application of Payments. Unless applicable law provides otherwise, all payments received by Mortgagee from Mortgagor under the Note or this Mortgage shall be applied by Mortgagee in the following order of priority: (i) amounts payable to Mortgagee by Mortgagor under Section 6 hereof; (ii) late charges payable under the Note; (iii) interest payable on the Note; (iv) principal of the Note; (v) interest payable on advances made pursuant to Section 24 hereof; (vi) principal of advances made pursuant to Section 24 hereof; and (vii) any other sums secured by this Mortgage in such order as Mortgagee, at Mortgagee’s option, may determine; provided, however, that Mortgagee may, at Mortgagee’s option, apply any sums payable pursuant to Section 24 hereof prior to interest on and principal of the Note, but such application shall not otherwise affect the order of priority of application specified in this Section 2. SECTION 3. Warranty of Title. Mortgagor warrants that Mortgagor has good title to the Mortgaged Property and has the right to mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses an unencumbered fee estate in the Premises and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the title insurance policy insuring the lien of this Mortgage. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. SECTION 4. Insurance. (a) Mortgagor will keep the Mortgaged Property insured against loss or damage by fire, flood and such other hazards, risks and matters, including, without limitation, business interruption, rental loss, public liability, and boiler damage and liability, as Mortgagee may from time to time require in amounts required by Mortgagee, and shall pay the premiums for such FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 insurance (collectively, the “Insurance Premiums”) as the same become due and payable. All policies of insurance (collectively, the “Policies”) shal! be issued by insurers acceptable to Mortgagee and shall contain the standard New York mortgagee non-contribution clause naming Mortgagee as the person to which all payments made by such insurance company shall be paid. Mortgagor will assign and deliver the Policies to Mortgagee. Not later than thirty (30) days prior to the expiration date of each of the Policies, Mortgagor will deliver evidence satisfactory to Mortgagee of the renewal of each of the Policies. Each insurance policy required by this Mortgage shall include: (i) effective waivers (whether under the terms of any such policy or otherwise) by the insurer of al] claims for insurance premiums against all mortgagees, loss payees and named additional insured other than the Mortgagor (provided that the Mortgagee shall have the right to pay premiums and continue any insurance upon the insolvency of the Mortgagor or the foreclosure or other transfer of the Mortgaged Property) and of all rights of subrogation against any named or additional insured; (ii) except in the case of liability insurance and workers’ compensation insurance, provide that any lawsuits shall be payable notwithstanding (x) any act, failure to act, negligence of or violation or breach of warranties, declaration or conditions contained in such policy by the Mortgagor or the Mortgagee or any other named or additional insured or loss payee; (y) any foreclosure or other proceeding or notice of sale relating to the insured properties; or (z) any change in the title to or ownership or possession of the insured properties; (iii) provide that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each named or additional insured and loss payee, and that no cancellation, termination, expiration or reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by each named or additional insured and loss payee of written notice thereof; (iv) not be subject to a deductible in excess of amounts as shall be reasonably satisfactory to Mortgagee; and (v) shall be non-assessable and contain such expiration dates as the Mortgagee may reasonably require. (b) _—_In the event of loss, Mortgagor shall give immediate written notice to the insurance carrier and to Mortgagee. Mortgagor hereby authorizes and empowers Mortgagee as attorney-in- fact for Mortgagor to make proof of loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Mortgagee’s expenses incurred in the collection of such proceeds (said insurance proceeds, after such deduction of expenses, being the “Net Proceeds”); provided, however, that nothing contained in this subsection (b) shall require Mortgagee to incur any expense or take any action hereunder. Mortgagor further authorizes Mortgagee, at Mortgagee’s option, either: (i) to hold the Net Proceeds for the account of Mortgagor to be used to reimburse Mortgagor for the cost of reconstruction or repair of the Mortgaged Property (“Restoration”); or (ii) to apply the Net Proceeds to the payment of the sums secured by this Mortgage, whether or not then due, in such priority and proportions as Mortgagee in its discretion shall deem proper. (c) If the Net Proceeds are applied to the payment of the sums secured by this Mortgage, any such application of proceeds to principal shall neither extend nor postpone the due dates of the monthly installments to be made pursuant to the Note, nor shall such application change the amounts of such installments. If the Mortgaged Property is sold pursuant to Section 23 hereof or if Mortgagee acquires title to the Mortgaged Property, Mortgagee shall have all of the right, title and interest of Mortgagor in and to any insurance policies and unearned premiums FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 thereon and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such sale or acquisition. (d) The excess, ifany, of the Net Proceeds remaining after payment of the entire Debt as provided herein shall be paid to Mortgagor. (e) In the event Mortgagor shall not obtain insurance coverage as required herein, Mortgagee shall have the right, but not the obligation, to obtain said coverage at Mortgagor’s sole cost and expense. (A Notwithstanding anything to the contrary contained herein or in Section 254 of the Real Property Law of the State of New York or any other provision of applicable law, the proceeds of insurance policies coming into the possession of Mortgagee shall not be deemed trust funds and Mortgagee shall be entitled to dispose of such funds as provided herein. SECTION 5. Payment of Taxes, etc. Mortgagor shall pay all taxes, assessments, water rates, frontage charges and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (collectively, the “Taxes”) and all ground rents, maintenance charges, other governmental impositions and other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Premises, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (collectively, the “Other Charges”) as same become due and payable. Mortgagor will deliver to Mortgagee, promptly upon Mortgagee’s request, evidence satisfactory to Mortgagee that the Taxes and Other Charges have been so paid or are not then delinquent. Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Mortgagor shall furnish to Mortgagee receipts for the payment of the Taxes, Other Charges and said utility services prior to the date the same shall become delinquent. SECTION 6. Escrow Fund. Mortgagor may be required to pay to Mortgagee an amount which would be sufficient to pay (a) the Taxes and the Other Charges which are payable, or estimated by Mortgagee to be payable, during the next ensuing twelve (12) months, and (b) such other funds as reasonably requested by Mortgagee (said amounts above collectively called the “Escrow Fund”). Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Escrow Fund to payments of Taxes and Other Charges required to be made by Mortgagor pursuant to Section 5 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Other Charges pursuant to Section 5 hereof, Mortgagee shall, in its discretion, return any excess to Mortgagor or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Mortgagee may deal with the person shown on the records of Mortgagee to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient to pay the items set forth above, Mortgagor shall promptly pay to Mortgagee, upon demand, an amount which FILED: SUFFOLK COUNTY CLERK 03/01/2024 04:03 PM INDEX NO. 605514/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 Mortgagee shall estimate as sufficient to make up the deficiency. Upon the occurrence of an Event of Default (hereinafter defined) Mortgagee may apply any sums then present in the Escrow Fund to the payment of the following items in any order in its sole discretion: (a) | Taxes and Other Charges; (b) ‘Insurance Premiums; (c) Interest on the unpaid principal balance of the Note; (d) | Amortization of the unpaid principal balance of the Note; (e) All other sums payable pursuant to the Note, this Mortgage, and the Other Security Documents, including without limitation advances made by Mortgagee pursuant to the terms of this Mortgage. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee. No earnings or interest on the Escrow Fund shall be payable to Mortgagor, unless otherwise required by law. SECTION 7. Condemnation. (a) Mortgagor shall promptly notify Mortgagee of any action or proceeding relating to any condemnation or other taking, whether direct or indirect, of the Mortgaged Property or any part thereof, and Mortgagor shall appear in and prosecute any such action or proceeding unless otherwise directed by Mortgagee in writing. Mortgagor authorizes Mortgagee, at Mortgagee’s option, as attorney-in-fact for Mortgagor, to commence, appear in and prosecute, in Mortgagee’s or Mortgagor’s name, any action or proceeding relating to any condemnation or other taking of the Mortgaged Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnatio