Preview
FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024
EXHIBIT
A
FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024
BUILDING LOAN MORTGAGE
AND SECURITY AGREEMENT
in the amount of up to $1,500,000.00
Between
713 SACKMAN STREET CORP
("Mortgagor")
and
GOLDEN BRIDGE R2 LLC
("Mortgagee")
Dated: DECEMBER 30, 2022
Property Address:
197-199 NEW JERSEY AVENUE, BROOKLYN, NY 1 1207
Block: 03688
Lots: 0004
County: KINGS
State: New York
DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:
Siamak Darouvar, P.C.
393 Jericho Tpke, Suite 208
Mineola, NY 11501
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THIS MORTGAGE DOES /(DOES NOT CIRCLE ONE) ENCUMBER REAL
PROPERTY PRINCIPALLY IMPROVED OR TO BE IMPROVED BY ONE
OR MORE STRUCTURES CONTAINING IN THE AGGREGATE NOT MORE
THAN SIX (6) RESIDENTIAL DWELLING UNITS HAVING THEIR OWN
SEPARATE COOKING FACILITIES.
BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT
THIS BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT ("Mortgage"), dated
DECEMBER 30, 2022 from 713 SACKMAN STREET CORP, a NEW YORK
CORPORATION having an address at 1744 BROOKLYN AVENUE, BROOKLYN, NY 11210
("Mortgagor"), to GOLDEN BRIDGE R2 LLC, a DELAWARE LIMITED LIABILITY
COMPANY having its principal place of business at 123-20 82ND AVENUE, KEW
GARDENS, NEW YORK 11415 ("Mortgagee").
DEFINITIONS
The Mortgagor and the Mortgagee agree that, 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 to the plural forms of such terms.
Agreement"
"Building Loan means the Building Loan Agreement dated of even
date herewith between
the Mortgagee, as lender, and the Mortgagor, as borrower, relating to the
premises as the same may hereafter be modified, amended, renewed or extended.
"Chattels"
means all fixtures, fittings, appliances, apparatus, equipment,
machinery and articles of personal property, and additions thereto and replacements thereof, now
or hereafter owned by the Mortgagor or in which the Mortgagor has or shall have an interest,
now or 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) or the Premises (as hereinafter defimed), including all
building materials owned by the Mortgagor or in which the Mortgagor has, or shall have, an
interest, whether stored on or off the Premises, excluding any artwork situated at the Mortgaged
Property (as defined hereunder).
Default"
"Event of means an event of default described as such in Section 2.01
hereof.
Schedule"
"Draw means the draw schedule listed in Schedule B to the Building
Loan Agreement which incorporates the plans and specifications submitted to Lender prior to the
date hereof, as the same may hereafter be modified or amended.
"Improvements"
means all structures and buildings, and replacements thereof,
now or hereafter located or erected upon the
Premises, including all Chattels of every kind and
nature whatsoever forming part of said structures and/or buildings.
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"Intangibles" intangibles"
means all "general (as such term is defined in the
Uniform Commercial Code adopted in New
State, York as the same may from time to time be in
effect (the
"Code")) in any way relating to the Premises and/or the Improvements and in which
the Mortgagor has any interest, including, without limitation, all licenses, trade names, goodwill
and books and records relating to the Premises, the construction of any Improvements, and/or 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 Mortgaged Property (as hereinafter defined), and all rights and
interests of Mortgagor thereunder.
Rate"
"Involuntary means the Default Rate as set forth in the Note, but in no event
to exceed the maximum rate allowed by law.
"Note"
means that certain portion of a Building Loan Note of up to ONE
MILLION FIVE HUNDRED THOUSAND and 00/100 ($1,500,000.00) DOLLARS dated of
even date herewith, made by the Mortgagor payable to the order of the Mortgagee, as the same
may be modified, amended, renewed or extended from time to time.
"Premises"
means
that certain all
plot, piece or parcel of land owned by the
Mortgagor as more
particularly described in Schedule A hereto, together with all of the
improvements thereon, air space, easements, rights, privileges, royalties and appurtenances
belonging or in any way appertaining thereunto, and all of the estate, right, title, interest, claim or
demand whatsoever of the Mortgagor therein and in the streets, alleys and ways adjacent thereto,
either at law or in equity, in possession or expectancy, now or hereafter acquired.
All terms of this Mortgage that are not defined above shall have the meaning set
forth in this Mortgage.
GRANTING CLAUSE
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to secure the payment of the
principal of the Note, the interest thereunder, and any other sums payable thereunder and/or
under this Mortgage (collectively, "Indebtedness"), and the performance and observance of all
the provisions of the Building Loan Agreement, this Mortgage and the Note, the Mortgagor
hereby gives, grants, bargains, sells, warrants, alienates, premises, releases, conveys, assigns,
transfers, mortgages, hypothecates, deposits, pledges, sets over and confirms unto the Mortgagee
all the Mortgagor's estate, right, title and interest in, to and under any and all of the following
described property ("Mortgaged Property"), whether now owned or held or hereafter acquired:
(a) the Premises;
(b) the Improvements;
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(c) the Chattels;
(d) the Intangibles;
(e) all leases, subleases, lettings, licenses and other uses and occupancies of
the Premises now or hereafter entered into and all right, title and interest of the Mortgagor
thereunder, together with the rents, issues, income and profits thereof 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 (except that the Mortgagor shall as licensee of the Mortgagee have the right
to collect such rents and other amounts, subject to provisions of this Mortgage, so long as no
Event of Default shall have occurred and be continuing) and all guaranties of the obligations of
the tenants, subtenants, lessees, licensees, users or occupants thereunder;
(f) all agreements and/or contracts now or hereafter entered into by the
Mortgagor relating to the sale, leasing, brokerage, development, construction (including
architectural and engineering contracts), equipping, management, maintenance, marketing,
and/or operation of the Premises or the Improvements, including all moneys due and to become
due thereunder;
(g) the plans and specifications and working drawings relating to the
construction of any Improvements at the Premises;
(b) all books and records relating to the operation of the Premises and/or the
construction of any Improvements;
(i) all options and agreements with respect to any additional real property for
the use or development in connection with operation of the Premises and/or construction of any
Improvements;
(j) all Chattel Paper, Accounts, Inventory and Instruments, as such terms are
defined in the Code;
(k) all consents, certificates, authorizations, variances, waivers, licenses,
permits and approvals from any governmental authority relating to the Premises and/or the
construction of any Improvements; and
(1) all proceeds of the conversion, voluntary or involuntary, or any of the
foregoing into cash or liquidated claims, including, without limitation, proceeds of hazard and
title insurance and condemnation awards.
TO HAVE AND TO HOLD unto the Mortgagee, its successors and assigns
forever.
ARTICLE I
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PARTICULAR COVENANTS OF THE MORTGAGOR
The Mortgagor covenants and agrees as follows:
Section 1.01. (a) Mortgagor represents and warrants that it has and will
continue to hold good and marketable title to an indefeasible fee estate in the Premises subject to
no lien, charge or encumbrance, except such as are listed as exceptions in Schedule B attached
hereto ("Permitted Exceptions").
(b) Mortgagor represents and warrants: (i) that it is the owner of, and shall
own, the Mortgaged Property free and clear of any liens and claims, other than the Permitted
Exceptions, (ii) that this Mortgage is and shall remain a valid and enforceable second lien
(Subject only to the «Project_or_Acq» Loan) on the Mortgaged Property subject only to the
Permitted Exceptions, (iii) that the execution and delivery of this Mortgage, the Note, and the
Building Loan Agreement have been duly authorized by the Mortgagor and that there is no
provision in any document evidencing or establishing the existence of the Mortgagor that
requires the further consent for such action by any other entity or person, (iv) that it is duly
organized, validly existing and is in good standing under the laws of New York State, (v) that it
has all necessary licenses, authorizations, registrations, permits and/or approvals, and full power
and authority, to own its properties and carry on its business as currently conducted, (vi) that the
execution and delivery by it of, and performance of its obligations under this Mortgage, the Note,
and the Building Loan Agreement shall not result in the Mortgagor being in default under any
provision of any document evidencing or establishing the existence of the Mortgagor or of any
mortgage, credit or other
to which the Mortgagor
agreement is a party or that affects the
Mortgagor or the Premises,
or any part thereof, (vii) that it shall preserve its fee simple title in
and to the Premises and shall forever warrant and defend the same to the Mortgagee, (viii) that it
shall forever warrant and defend the validity and priority of the lien hereof against the claims of
all persons and parties whomsoever and (ix) that the execution of this Mortgage has been duly
authorized by the Managers of Mortgagor.
Section 1.02. The Mortgagor shall, at its sole costand expense, and without
expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further acts,
deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as
the Mortgagee shall from time to time
reasonably require, for the better assuring, conveying,
assigning, transferring and confirming unto the Mortgagee the Mortgaged Property and the rights
hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may
be or may hereafter become bound to convey or assign to the 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, on demand, shall execute and deliver, and hereby authorizes the
Mortgagee to execute and file in the name of the Mortgagor to the extent it may lawfully do so,
one or more financing statements to evidence more effectively the lien hereof upon the
Mortgaged Property or any part thereof.
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Section 1.03 (a) The Mortgagor forthwith upon the execution and delivery
of this Mortgage, and thereafter from time to time, shall, at the sole cost of the Mortgagor, cause
this Mortgage and any security instrument creating a lien or evidencing the lien hereof upon the
Mortgaged Property and each instrument of further assurance, to be filed, registered and/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 to fully protect the lien hereof upon, and the interest of the
Mortgagee in, the Mortgaged Property.
(b) The Mortgagor shall 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 Mortgaged Property, 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, the Building Loan Agreement, this Mortgage or any
mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property
or any instrument of further assurance.
Section 1.04. The 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, all in any coin or
currency of the United States of America that at the time of such payment shall be legal tender
for the payment of public and private debts and all such principal and interest due in respect of
the Note is hereby deemed an obligation due under and secured by this Mortgage.
Section 1.05. Mortgagor represents and warrants that Mortgagor shall, so long as
it is owner of the Mortgaged Property or any part thereof, do all things necessary to preserve and
keep in full force and effect its existence, franchises, rights and privileges as a corporation under
the laws of the State of New York and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental authority or court applicable to the Mortgagor
or to the Mortgaged Property or any part thereof.
Section 1.06. All right, title and interest of the Mortgagor in and to all
extensions, improvements, betterments, renewals, substitutes and replacements of, and all
additions and appurtenances to, the Mortgaged Property hereafter acquired by, or released to, the
Mortgagor, or constructed, assembled or placed by the Mortgagor on the Premises or any part
thereof, and all conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the case may be, and
in each such case, without any further mortgage, conveyance, assignment or other act by the
Mortgagor or Mortgagee, shall become subject to the lien of this Mortgage as fully and
completely, and with the
effect, same by the Mortgagor
as though now owned and specifically
described in the granting clause hereof, but at any and all times the Mortgagor shall execute and
deliver to the Mortgagee any and all such further assurances, mortgages, conveyances or
assignments thereof as the Mortgagee may reasonably require for the purpose of expressly and
specifically subjecting the same to the lien of this Mortgage.
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Section 1.07 (a) The Mortgagor, from time to time when the same shall
become due and payable, shall pay and discharge all taxes of every kind and nature, all general
and special assessments, levies, permits, inspection and license fees, all water and sewer rents
and charges, and all other public charges whether of a like or different nature, imposed upon or
assessed against the Mortgaged Property, or any part thereof, or uponthe revenue, rents, issues,
income and profits of the Mortgaged Property, or any part or arising
thereof, in respect of the
occupancy, use or possession thereof. In default thereof the Mortgagee may, but shall be under
no obligation to, pay the same, and the Mortgagor shall repay the same to the Mortgagee with
interest and the same shall be a lien of the Premises secured on this Mortgage. The Mortgagor
shall deliver to the Mortgagee receipts evidencing the payment of all such taxes, assessments,
levies, fees, rents and other public charges imposed upon or assessed against the Mortgaged
Property, or any part thereof, or the revenues, rents, issues, income or profits thereof, promptly
upon the payment thereof within ten (10) days of the final date for payment of such charge
without the imposition of interest or penalty. The Mortgagee may, at its option, require the
deposit by the Mortgagor with the Mortgagee, at the time of each payment of an installment of
interest or principal under the Note, of an additional amount sufficient to discharge the
obligations under this subsection
(a) plus one-twelfth of the annual insurance premiums as
provided for in Section
1.09(a) hereof. The determination of the amount so payable and of the
fractional part thereof to be deposited with the Mortgagee, so that the aggregate of such deposit
shall be sufficient for this purpose, shall be made by the Mortgagee in its sole and reasonable
discretion. Such amounts shall be held by the Mortgagee without interest and applied to the
payment of the obligations in respect to which such amounts were deposited on or before the
respective dates on which the same or any of them would become delinquent or, at the option of
the Mortgagee, but only if an Event of Default shall have occurred
and shall be continuing, to the
payment of any amount due under the Note or hereunder (including principal, interest and late
charges) in such order or priority as the Mortgagee shall determine. If one (1) month prior to the
due date of any of the aforementioned obligations, the amounts then on deposit therefor shall be
insufficient for the payment of such obligation in full, the Mortgagor, within five (5) days after
demand by the Mortgagee, shall deposit the amount of the deficiency with the Mortgagee.
Nothing herein contained be deemed to affect any right or
shall remedy of the Mortgagee under
any provision of this Mortgage or of any statute or rule of law to pay any such amount and to add
the amount so paid to the Indebtedness. The Mortgagor hereby grants the Mortgagee a security
interest in any and all such funds to secure the repayment of the Indebtedness.
(b) Nothing in this Section 1.07 shall require the payment or discharge of any
obligation imposed upon the Mortgagor by this Section 1.07 so long as the Mortgagor shall in
good faith and at its own expense contest the same or the validity thereof by appropriate legal
proceedings which shall operate to prevent the collection thereof or other realization thereon and
the sale or forfeiture of the Mortgaged Property or any part thereof to satisfy the same; provided
that during such contest the Mortgagor
shall, at the option of the Mortgagee,
security provide
satisfactory to the Mortgagee assuring the discharge of the Mortgagor's obligation under this
Section 1.07 and of any additional charge, penalty or expense arising from or incurred as a result
of such contest; and provided further that if, at any time, payment of any obligation imposed
upon the Mortgagor by subsection (a) of this Section 1.07 shall become necessary to prevent the
delivery of a tax deed, or its equivalent, conveying the Mortgaged Property, or any part thereof,
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because of non-payment, then the Mortgagor shall pay the same in sufficient time to prevent the
delivery of such tax deed or its equivalent.
Section 1.08. (a) The Mortgagor shall pay, or adequately bond, from time to
time when the same shall become due, all lawful claims and demands of mechanics,
materialmen, laborers and others, which claims and demands, if unpaid, might result in, or
permit the creation of, a lien on the Mortgaged
Property or any part thereof, or on the revenues,
rents, issues, income and arisingprofits
therefrom and in general shall do or cause to be done
everything necessary so that the lien on this Mortgage shall be fully preserved, at the cost of the
Mortgagor, without expense to the Mortgagee.
(b) The Mortgagor shall pay any and all taxes, charges, fees and/or levies by
reason of Mortgagee's ownership of the Note or this Mortgage and/or resulting from the exercise
by Mortgagee of any of its rights and/or remedies provided for under this Mortgage, except for
income taxes of the Mortgagee. The obligations assumed by Mortgagor pursuant to this Section
1.08 shall survive the exercise by the Mortgagee of any of its rights and/or remedies under this
Mortgage.
Section 1.09. (a) The Mortgagor, at its sole cost and expense, shall maintain
the following insurance:
(a) Fire insurance in the so-called "Builder's Risk, Completed Value,
"all-risk"
Non-Reporting Form", or other form approved by the Mortgagee, with extended
coverage (including vandalism and malicious mischief) and coverage for "completion and/or
occupancy"
premises for the full insurable value of all work incorporated in the Improvements
and all materials and equipment on or about the Premises intended for permanent use in the
Improvements or incident to the construction thereof (such insurance shall only be required
during the Building Loan Term, as such term is defined in the Building Loan Agreement
executed immediately following this Mortgage).
(b) Insurance on the Improvements and the Chattels against loss or
"All-
damage by fire and against loss or damage by other risks now or hereafter embraced by
Risks"
insurance, so called, in an amount sufficient to prevent the Mortgagor from becoming a
co-insurer under the applicable policies but, in any event, not less than $1,000,000.00 without
deduction for depreciation, and agreed amount endorsement satisfactory to the Mortgagee.
(c) Comprehensive
general liability insurance (with contractual
liability on an occurrence basis
and including blanket contractual liability, completed operations
and personal injury coverage) against claims for bodily injury, death or property damage
occurring on, in or about the Premises, such insurance to afford protection, during the term of
this Mortgage, in such amounts as the Mortgagee may from time to time require.
(d) Worker's compensation insurance, in accordance with all
applicable statutory requirements.
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(e) Insurance against loss or damage from (A) leakage of sprinkler
Preview
FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 EXHIBIT A FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT in the amount of up to $1,500,000.00 Between 713 SACKMAN STREET CORP ("Mortgagor") and GOLDEN BRIDGE R2 LLC ("Mortgagee") Dated: DECEMBER 30, 2022 Property Address: 197-199 NEW JERSEY AVENUE, BROOKLYN, NY 1 1207 Block: 03688 Lots: 0004 County: KINGS State: New York DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: Siamak Darouvar, P.C. 393 Jericho Tpke, Suite 208 Mineola, NY 11501 FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 THIS MORTGAGE DOES /(DOES NOT CIRCLE ONE) ENCUMBER REAL PROPERTY PRINCIPALLY IMPROVED OR TO BE IMPROVED BY ONE OR MORE STRUCTURES CONTAINING IN THE AGGREGATE NOT MORE THAN SIX (6) RESIDENTIAL DWELLING UNITS HAVING THEIR OWN SEPARATE COOKING FACILITIES. BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT THIS BUILDING LOAN MORTGAGE AND SECURITY AGREEMENT ("Mortgage"), dated DECEMBER 30, 2022 from 713 SACKMAN STREET CORP, a NEW YORK CORPORATION having an address at 1744 BROOKLYN AVENUE, BROOKLYN, NY 11210 ("Mortgagor"), to GOLDEN BRIDGE R2 LLC, a DELAWARE LIMITED LIABILITY COMPANY having its principal place of business at 123-20 82ND AVENUE, KEW GARDENS, NEW YORK 11415 ("Mortgagee"). DEFINITIONS The Mortgagor and the Mortgagee agree that, 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 to the plural forms of such terms. Agreement" "Building Loan means the Building Loan Agreement dated of even date herewith between the Mortgagee, as lender, and the Mortgagor, as borrower, relating to the premises as the same may hereafter be modified, amended, renewed or extended. "Chattels" means all fixtures, fittings, appliances, apparatus, equipment, machinery and articles of personal property, and additions thereto and replacements thereof, now or hereafter owned by the Mortgagor or in which the Mortgagor has or shall have an interest, now or 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) or the Premises (as hereinafter defimed), including all building materials owned by the Mortgagor or in which the Mortgagor has, or shall have, an interest, whether stored on or off the Premises, excluding any artwork situated at the Mortgaged Property (as defined hereunder). Default" "Event of means an event of default described as such in Section 2.01 hereof. Schedule" "Draw means the draw schedule listed in Schedule B to the Building Loan Agreement which incorporates the plans and specifications submitted to Lender prior to the date hereof, as the same may hereafter be modified or amended. "Improvements" means all structures and buildings, and replacements thereof, now or hereafter located or erected upon the Premises, including all Chattels of every kind and nature whatsoever forming part of said structures and/or buildings. FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 "Intangibles" intangibles" means all "general (as such term is defined in the Uniform Commercial Code adopted in New State, York as the same may from time to time be in effect (the "Code")) in any way relating to the Premises and/or the Improvements and in which the Mortgagor has any interest, including, without limitation, all licenses, trade names, goodwill and books and records relating to the Premises, the construction of any Improvements, and/or 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 Mortgaged Property (as hereinafter defined), and all rights and interests of Mortgagor thereunder. Rate" "Involuntary means the Default Rate as set forth in the Note, but in no event to exceed the maximum rate allowed by law. "Note" means that certain portion of a Building Loan Note of up to ONE MILLION FIVE HUNDRED THOUSAND and 00/100 ($1,500,000.00) DOLLARS dated of even date herewith, made by the Mortgagor payable to the order of the Mortgagee, as the same may be modified, amended, renewed or extended from time to time. "Premises" means that certain all plot, piece or parcel of land owned by the Mortgagor as more particularly described in Schedule A hereto, together with all of the improvements thereon, air space, easements, rights, privileges, royalties and appurtenances belonging or in any way appertaining thereunto, and all of the estate, right, title, interest, claim or demand whatsoever of the Mortgagor therein and in the streets, alleys and ways adjacent thereto, either at law or in equity, in possession or expectancy, now or hereafter acquired. All terms of this Mortgage that are not defined above shall have the meaning set forth in this Mortgage. GRANTING CLAUSE NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the principal of the Note, the interest thereunder, and any other sums payable thereunder and/or under this Mortgage (collectively, "Indebtedness"), and the performance and observance of all the provisions of the Building Loan Agreement, this Mortgage and the Note, the Mortgagor hereby gives, grants, bargains, sells, warrants, alienates, premises, releases, conveys, assigns, transfers, mortgages, hypothecates, deposits, pledges, sets over and confirms unto the Mortgagee all the Mortgagor's estate, right, title and interest in, to and under any and all of the following described property ("Mortgaged Property"), whether now owned or held or hereafter acquired: (a) the Premises; (b) the Improvements; FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 (c) the Chattels; (d) the Intangibles; (e) all leases, subleases, lettings, licenses and other uses and occupancies of the Premises now or hereafter entered into and all right, title and interest of the Mortgagor thereunder, together with the rents, issues, income and profits thereof 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 (except that the Mortgagor shall as licensee of the Mortgagee have the right to collect such rents and other amounts, subject to provisions of this Mortgage, so long as no Event of Default shall have occurred and be continuing) and all guaranties of the obligations of the tenants, subtenants, lessees, licensees, users or occupants thereunder; (f) all agreements and/or contracts now or hereafter entered into by the Mortgagor relating to the sale, leasing, brokerage, development, construction (including architectural and engineering contracts), equipping, management, maintenance, marketing, and/or operation of the Premises or the Improvements, including all moneys due and to become due thereunder; (g) the plans and specifications and working drawings relating to the construction of any Improvements at the Premises; (b) all books and records relating to the operation of the Premises and/or the construction of any Improvements; (i) all options and agreements with respect to any additional real property for the use or development in connection with operation of the Premises and/or construction of any Improvements; (j) all Chattel Paper, Accounts, Inventory and Instruments, as such terms are defined in the Code; (k) all consents, certificates, authorizations, variances, waivers, licenses, permits and approvals from any governmental authority relating to the Premises and/or the construction of any Improvements; and (1) all proceeds of the conversion, voluntary or involuntary, or any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of hazard and title insurance and condemnation awards. TO HAVE AND TO HOLD unto the Mortgagee, its successors and assigns forever. ARTICLE I FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 PARTICULAR COVENANTS OF THE MORTGAGOR The Mortgagor covenants and agrees as follows: Section 1.01. (a) Mortgagor represents and warrants that it has and will continue to hold good and marketable title to an indefeasible fee estate in the Premises subject to no lien, charge or encumbrance, except such as are listed as exceptions in Schedule B attached hereto ("Permitted Exceptions"). (b) Mortgagor represents and warrants: (i) that it is the owner of, and shall own, the Mortgaged Property free and clear of any liens and claims, other than the Permitted Exceptions, (ii) that this Mortgage is and shall remain a valid and enforceable second lien (Subject only to the «Project_or_Acq» Loan) on the Mortgaged Property subject only to the Permitted Exceptions, (iii) that the execution and delivery of this Mortgage, the Note, and the Building Loan Agreement have been duly authorized by the Mortgagor and that there is no provision in any document evidencing or establishing the existence of the Mortgagor that requires the further consent for such action by any other entity or person, (iv) that it is duly organized, validly existing and is in good standing under the laws of New York State, (v) that it has all necessary licenses, authorizations, registrations, permits and/or approvals, and full power and authority, to own its properties and carry on its business as currently conducted, (vi) that the execution and delivery by it of, and performance of its obligations under this Mortgage, the Note, and the Building Loan Agreement shall not result in the Mortgagor being in default under any provision of any document evidencing or establishing the existence of the Mortgagor or of any mortgage, credit or other to which the Mortgagor agreement is a party or that affects the Mortgagor or the Premises, or any part thereof, (vii) that it shall preserve its fee simple title in and to the Premises and shall forever warrant and defend the same to the Mortgagee, (viii) that it shall forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever and (ix) that the execution of this Mortgage has been duly authorized by the Managers of Mortgagor. Section 1.02. The Mortgagor shall, at its sole costand expense, and without expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as the Mortgagee shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the Mortgaged Property and the rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the 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, on demand, shall execute and deliver, and hereby authorizes the Mortgagee to execute and file in the name of the Mortgagor to the extent it may lawfully do so, one or more financing statements to evidence more effectively the lien hereof upon the Mortgaged Property or any part thereof. FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 Section 1.03 (a) The Mortgagor forthwith upon the execution and delivery of this Mortgage, and thereafter from time to time, shall, at the sole cost of the Mortgagor, cause this Mortgage and any security instrument creating a lien or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance, to be filed, registered and/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 to fully protect the lien hereof upon, and the interest of the Mortgagee in, the Mortgaged Property. (b) The Mortgagor shall 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 Mortgaged Property, 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, the Building Loan Agreement, this Mortgage or any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property or any instrument of further assurance. Section 1.04. The 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, all in any coin or currency of the United States of America that at the time of such payment shall be legal tender for the payment of public and private debts and all such principal and interest due in respect of the Note is hereby deemed an obligation due under and secured by this Mortgage. Section 1.05. Mortgagor represents and warrants that Mortgagor shall, so long as it is owner of the Mortgaged Property or any part thereof, do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges as a corporation under the laws of the State of New York and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to the Mortgagor or to the Mortgaged Property or any part thereof. Section 1.06. All right, title and interest of the Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by, or released to, the Mortgagor, or constructed, assembled or placed by the Mortgagor on the Premises or any part thereof, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by the Mortgagor or Mortgagee, shall become subject to the lien of this Mortgage as fully and completely, and with the effect, same by the Mortgagor as though now owned and specifically described in the granting clause hereof, but at any and all times the Mortgagor shall execute and deliver to the Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as the Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage. FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 Section 1.07 (a) The Mortgagor, from time to time when the same shall become due and payable, shall pay and discharge all taxes of every kind and nature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges, and all other public charges whether of a like or different nature, imposed upon or assessed against the Mortgaged Property, or any part thereof, or uponthe revenue, rents, issues, income and profits of the Mortgaged Property, or any part or arising thereof, in respect of the occupancy, use or possession thereof. In default thereof the Mortgagee may, but shall be under no obligation to, pay the same, and the Mortgagor shall repay the same to the Mortgagee with interest and the same shall be a lien of the Premises secured on this Mortgage. The Mortgagor shall deliver to the Mortgagee receipts evidencing the payment of all such taxes, assessments, levies, fees, rents and other public charges imposed upon or assessed against the Mortgaged Property, or any part thereof, or the revenues, rents, issues, income or profits thereof, promptly upon the payment thereof within ten (10) days of the final date for payment of such charge without the imposition of interest or penalty. The Mortgagee may, at its option, require the deposit by the Mortgagor with the Mortgagee, at the time of each payment of an installment of interest or principal under the Note, of an additional amount sufficient to discharge the obligations under this subsection (a) plus one-twelfth of the annual insurance premiums as provided for in Section 1.09(a) hereof. The determination of the amount so payable and of the fractional part thereof to be deposited with the Mortgagee, so that the aggregate of such deposit shall be sufficient for this purpose, shall be made by the Mortgagee in its sole and reasonable discretion. Such amounts shall be held by the Mortgagee without interest and applied to the payment of the obligations in respect to which such amounts were deposited on or before the respective dates on which the same or any of them would become delinquent or, at the option of the Mortgagee, but only if an Event of Default shall have occurred and shall be continuing, to the payment of any amount due under the Note or hereunder (including principal, interest and late charges) in such order or priority as the Mortgagee shall determine. If one (1) month prior to the due date of any of the aforementioned obligations, the amounts then on deposit therefor shall be insufficient for the payment of such obligation in full, the Mortgagor, within five (5) days after demand by the Mortgagee, shall deposit the amount of the deficiency with the Mortgagee. Nothing herein contained be deemed to affect any right or shall remedy of the Mortgagee under any provision of this Mortgage or of any statute or rule of law to pay any such amount and to add the amount so paid to the Indebtedness. The Mortgagor hereby grants the Mortgagee a security interest in any and all such funds to secure the repayment of the Indebtedness. (b) Nothing in this Section 1.07 shall require the payment or discharge of any obligation imposed upon the Mortgagor by this Section 1.07 so long as the Mortgagor shall in good faith and at its own expense contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection thereof or other realization thereon and the sale or forfeiture of the Mortgaged Property or any part thereof to satisfy the same; provided that during such contest the Mortgagor shall, at the option of the Mortgagee, security provide satisfactory to the Mortgagee assuring the discharge of the Mortgagor's obligation under this Section 1.07 and of any additional charge, penalty or expense arising from or incurred as a result of such contest; and provided further that if, at any time, payment of any obligation imposed upon the Mortgagor by subsection (a) of this Section 1.07 shall become necessary to prevent the delivery of a tax deed, or its equivalent, conveying the Mortgaged Property, or any part thereof, FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 because of non-payment, then the Mortgagor shall pay the same in sufficient time to prevent the delivery of such tax deed or its equivalent. Section 1.08. (a) The Mortgagor shall pay, or adequately bond, from time to time when the same shall become due, all lawful claims and demands of mechanics, materialmen, laborers and others, which claims and demands, if unpaid, might result in, or permit the creation of, a lien on the Mortgaged Property or any part thereof, or on the revenues, rents, issues, income and arisingprofits therefrom and in general shall do or cause to be done everything necessary so that the lien on this Mortgage shall be fully preserved, at the cost of the Mortgagor, without expense to the Mortgagee. (b) The Mortgagor shall pay any and all taxes, charges, fees and/or levies by reason of Mortgagee's ownership of the Note or this Mortgage and/or resulting from the exercise by Mortgagee of any of its rights and/or remedies provided for under this Mortgage, except for income taxes of the Mortgagee. The obligations assumed by Mortgagor pursuant to this Section 1.08 shall survive the exercise by the Mortgagee of any of its rights and/or remedies under this Mortgage. Section 1.09. (a) The Mortgagor, at its sole cost and expense, shall maintain the following insurance: (a) Fire insurance in the so-called "Builder's Risk, Completed Value, "all-risk" Non-Reporting Form", or other form approved by the Mortgagee, with extended coverage (including vandalism and malicious mischief) and coverage for "completion and/or occupancy" premises for the full insurable value of all work incorporated in the Improvements and all materials and equipment on or about the Premises intended for permanent use in the Improvements or incident to the construction thereof (such insurance shall only be required during the Building Loan Term, as such term is defined in the Building Loan Agreement executed immediately following this Mortgage). (b) Insurance on the Improvements and the Chattels against loss or "All- damage by fire and against loss or damage by other risks now or hereafter embraced by Risks" insurance, so called, in an amount sufficient to prevent the Mortgagor from becoming a co-insurer under the applicable policies but, in any event, not less than $1,000,000.00 without deduction for depreciation, and agreed amount endorsement satisfactory to the Mortgagee. (c) Comprehensive general liability insurance (with contractual liability on an occurrence basis and including blanket contractual liability, completed operations and personal injury coverage) against claims for bodily injury, death or property damage occurring on, in or about the Premises, such insurance to afford protection, during the term of this Mortgage, in such amounts as the Mortgagee may from time to time require. (d) Worker's compensation insurance, in accordance with all applicable statutory requirements. FILED: KINGS COUNTY CLERK 04/30/2024 03:13 PM INDEX NO. 512162/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/30/2024 (e) Insurance against loss or damage from (A) leakage of sprinkler